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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                         to                                        
Commission File Number 001-09553
ViacomCBS Inc.
(Exact name of registrant as specified in its charter)
Delaware04-2949533
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
1515 Broadway
New York,New York10036
(212) 258-6000
(Address, including zip code, and telephone numbers, including
area code, of registrant’s principal executive offices)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolsName of Each Exchange on
Which Registered
Class A Common Stock, $0.001 par valueVIACAThe Nasdaq Stock Market LLC
Class B Common Stock, $0.001 par valueVIACThe Nasdaq Stock Market LLC
5.75% Series A Mandatory Convertible Preferred Stock, $0.001 par valueVIACPThe Nasdaq Stock Market LLC
Securities Registered Pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act of 1933). Yes     No 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes     No  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that registrant was required to submit such files). Yes     No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
Large accelerated filer Accelerated filer Non-accelerated filerSmaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes     No 
As of June 30, 2021, which was the last business day of the registrant’s most recently completed second fiscal quarter, the market value of the shares of the registrant’s Class A Common Stock, $0.001 par value (“Class A Common Stock”), held by non-affiliates was approximately $446,099,935 (based upon the closing price of $48.45 per share as reported by The Nasdaq Stock Market LLC on that date) and the market value of the shares of the registrant’s Class B Common Stock, $0.001 par value (“Class B Common Stock”), held by non-affiliates was approximately $25,906,496,345 (based upon the closing price of $45.20 per share as reported by The Nasdaq Stock Market LLC on that date); and the aggregate market value of the shares of both Class A Common Stock and Class B Common Stock held by non-affiliates was $26,352,596,280.
As of February 10, 2022, 40,707,486 shares of Class A Common Stock and 607,877,188 shares of Class B Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of ViacomCBS Inc.’s Notice of 2022 Annual Meeting of Stockholders and Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934 (Part III).



VIACOMCBS INC.
TABLE OF CONTENTS
Page
PART I
Item 1.
Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
Item 5.
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Item 7.
II-3
Item 8.
II-37
Item 9.
II-100
Item 9A.
II-100
Item 9B.
II-100
Item 9C.
II-100
PART III
Item 10.
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Item 11.
III-1
Item 12.
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Item 13.
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Item 14.
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PART IV
Item 15.
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Item 16.
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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains both historical and forward-looking statements, including statements related to our future results and performance. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect our current expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “may,” “could,” “estimate” or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties and other factors are discussed in “Item 1A. Risk Factors” below and elsewhere in this Annual Report on Form 10-K. Other risks, uncertainties or other factors, or updates to those discussed herein may be described in our other filings with the SEC, including our reports on Form 10-Q and Form 8-K, press releases, public conference calls, webcasts, our social media and blog posts and on our investor relations website at ir.ViacomCBS.com. There may be additional risks, uncertainties and other factors that we do not currently view as material or that are not necessarily known. The forward-looking statements included in this Annual Report on Form 10‑K are made only as of the date of this document, and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

PART I

Item 1.
Business.

Overview

We are a leading global media and entertainment company that creates premium content and experiences for audiences worldwide. We offer broadcast and cable television programming, innovative streaming services and digital video products, provide powerful capabilities in production, distribution and advertising solutions, and have one of the industry’s most extensive libraries of television and film titles. Our portfolio of iconic consumer brands includes Paramount+, Pluto TV, CBS, Showtime Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central and BET. Effective February 16, 2022, we are changing our name to Paramount Global, a name that represents our rich and storied history in entertainment and embraces our transition into the future.

Our global ecosystem of pay, free and premium streaming services grew significantly in 2021. Global streaming subscribers grew to 56.1 million as of December 31, 2021, an 88% increase year-over-year. We rebranded CBS All Access as Paramount+, our subscription streaming service that combines live sports, news and entertainment content, reaching 32.8 million global subscribers as of December 31, 2021. Pluto TV, our free advertising-supported streaming television (“FAST”) service, surpassed $1 billion in revenue for the year and reached 64.4 million global monthly active users (“MAUs”) for December 2021, a 49% increase year-over-year. We are investing in and scaling our streaming ecosystem through compelling content, broad distribution and international expansion.

In 2021, we demonstrated the continued breadth and depth of our content capabilities across broadcast and cable television, streaming and film. We attracted viewers domestically with sports, news and live events, including the National Football League (the “NFL”) and Union of European Football Associations (“UEFA”) games, 60 Minutes and Adele One Night Only. Hit movies included A Quiet Place Part II, which launched in theaters and on Paramount+ following a 45-day theatrical window, and PAW Patrol: The Movie and Clifford the Big Red Dog, which in the United States (“U.S.”) were released “day and date” in theaters and on Paramount+. CBS remained the most-watched network in Daytime and Late Night, and we had more top 25 original cable series among key demographics than any other cable family. We are working to leverage our successful linear content to drive growth in streaming. 1883, Taylor Sheridan’s prequel to Yellowstone, debuted in 2021 as both the most watched

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original scripted drama on Paramount+ and, as part of a special airing on Paramount Network, the highest rated cable series premiere since 2015.

From our studios to streaming, we focused on expanding our global footprint and building key partnerships in 2021. We launched Pluto TV in Italy and announced plans to launch in the Nordics in 2022. We announced a strategic partnership to launch Paramount+ on Sky platforms in certain western European countries, as well as a joint venture with Comcast to launch SkyShowtime, a new streaming service expected to be available in more than 20 European territories. We acquired a majority stake in Fox TeleColombia & Estudios TeleMexico, which, when combined with production capabilities of ViacomCBS International Studios (“VIS”) and our broadcasters Televisión Federal S.A. (“Telefe”) and Chilevisión, solidified our status as a leading global Spanish-language content creator.

Our traditional business remained strong in 2021, where affiliate revenues continued to benefit from expanded distribution and advertising revenues benefited from an improved marketplace and EyeQ, our digital advertising platform that reaches millions of full-episode monthly unique viewers in the U.S. We entered into comprehensive agreements with key distributors that included our portfolio of streaming services, in addition to continued carriage of our cable and broadcast television networks.

In 2021, we continued to execute on our commitment to divest noncore assets, including CBS’ former headquarters, commonly known as Black Rock, as well as CBS Studio Center in Los Angeles, California. And in March 2021, we completed public equity offerings in which we raised approximately $2.7 billion in net proceeds. These transactions increased our ability to invest in our strategic growth priorities, including streaming.

We continued our commitment to diversity, equity and inclusion (“DE&I”) in 2021. We hosted our third annual Global Inclusion Week, a weeklong initiative featuring conversations, panels and workshops designed to ensure our workforce and culture reflect, celebrate and elevate the diversity of our audiences and communities. We also launched Content for Change, a companywide initiative designed to use the power of our content, creative supply chain and culture to counteract the narratives that enable racism, bias, stereotypes and hate. Building on our 2020 companywide Materiality Assessment and first Environmental, Social and Governance (“ESG”) Report, in 2021 we released our second ESG Report, which included our first set of overarching goals across our three environmental, social and governance pillars. We also hosted our 25th annual Community Day, the second consecutive fully virtual event, which is a global day of community service focused on causes and issues that resonate with our employees and audiences.

In 2021, we operated through the following segments:

TV Entertainment. Our TV Entertainment segment consisted of the CBS Television Network, our domestic broadcast network; CBS Studios and CBS Media Ventures, the segment’s television production and syndication operations; CBS Sports Network, CBS Sports’ 24-hour cable channel; CBS Stations, our owned broadcast television stations in the U.S.; and a number of streaming services, including our direct-to-consumer subscription streaming service, Paramount+ (in the U.S.), and several CBS-branded streaming services, including CBS News Streaming and CBS Sports HQ. TV Entertainment accounted for approximately 44% of our consolidated revenues in 2021 (after the elimination of intercompany revenues).

Cable Networks. Our Cable Networks segment consisted of a portfolio of premium and basic cable networks, including SHOWTIME, BET, Nickelodeon, MTV, Comedy Central, Paramount Network and Smithsonian Channel; a number of direct-to-consumer streaming services, including Showtime Networks’ premium subscription streaming service (“SHOWTIME OTT”) and Pluto TV, our FAST service; and ViacomCBS Networks International (“VCNI”), which operates international extensions of Paramount+, Pluto TV and our Cable Networks brands and services, our international free-to-air networks and VIS, which produces content for our brands and streaming services, as well as for third parties. Cable Networks accounted for approximately 47% of our consolidated revenues in 2021 (after the elimination of intercompany revenues).


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Filmed Entertainment. Our Filmed Entertainment segment consisted of Paramount Pictures, Paramount Players, Paramount Animation, Paramount Television Studios and Miramax. Filmed Entertainment accounted for approximately 9% of our consolidated revenues in 2021 (after the elimination of intercompany revenues).

During the fourth quarter of 2020, we entered into an agreement to sell Simon & Schuster, which was previously reported as our Publishing segment. Simon & Schuster is presented as a discontinued operation in our consolidated financial statements for all periods presented in this Annual Report on Form 10-K. See Notes 1 and 20 to the consolidated financial statements.

Beginning in 2022, primarily as a result of our increased strategic focus on our direct-to-consumer businesses, we made certain changes to how we manage our businesses and allocate resources that resulted in a change to our operating segments. Accordingly, beginning in the first quarter of 2022, we expect to report results based on the following segments:

TV Media. Our TV Media segment consists of our historical TV Entertainment and Cable Networks segments, except that it no longer includes their corresponding direct-to-consumer streaming services (now part of our Direct-to-Consumer segment) as well as Nickelodeon Studio (now part of our Filmed Entertainment segment), and now includes Paramount Television Studios (formerly part of our historical Filmed Entertainment segment).

Direct-to-Consumer. Our Direct-to-Consumer segment consists of our portfolio of pay, free and premium streaming services, including Paramount+, Pluto TV, SHOWTIME OTT, BET+ and Noggin.

Filmed Entertainment. Our Filmed Entertainment segment consists of our historical Filmed Entertainment segment, except that it no longer includes Paramount Television Studios (now part of our TV Media segment) and now includes Nickelodeon Studio (formerly part of our historical Cable Networks segment).

We were organized as a Delaware corporation in 1986. In December 2019, we changed our name to ViacomCBS Inc. in connection with the merger of Viacom Inc. (“Viacom”) and CBS Corporation (“CBS”) (the “Merger”). Unless the context requires otherwise, references in this document to “ViacomCBS,” “Company,” “we,” “us” and “our” mean ViacomCBS Inc. and our consolidated subsidiaries, to “CBS” mean CBS and its consolidated subsidiaries prior to the Merger and to “Viacom” mean Viacom and its consolidated subsidiaries prior to the Merger. Effective February 16, 2022, we are changing our name to Paramount Global.

Our principal offices are located at 1515 Broadway, New York, New York 10036. Our telephone number is (212) 258-6000 and our website is www.ViacomCBS.com. Information included on or accessible through our website is not intended to be incorporated into this Annual Report on Form 10‑K.

We have two classes of common stock, Class A Common Stock and Class B Common Stock, both of which are listed on The Nasdaq Stock Market LLC. Owners of our Class A Common Stock are entitled to one vote per share. Our Class B Common Stock does not have voting rights. As of December 31, 2021, National Amusements, Inc. (“NAI”), a closely held corporation that owns and operates movie screens in the U.S., the United Kingdom (“U.K.”) and South America and manages additional movie screens in South America, directly or indirectly owned approximately 77.4% of our voting Class A Common Stock, and approximately 9.7% of our Class A Common Stock and Class B Common Stock on a combined basis. NAI is not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.




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Our Segments in 2021

TV Entertainment

viac-20211231_g1.jpg
TV Entertainment consisted of the CBS Television Network, our domestic broadcast network; CBS Studios and CBS Media Ventures, the segment’s television production and syndication operations; CBS Sports Network, CBS Sports’ 24-hour cable channel; CBS Stations, our owned broadcast television stations in the U.S.; and a number of streaming services, including our direct-to-consumer subscription streaming service, Paramount+ (in the U.S.), and several CBS-branded streaming services, including CBS News Streaming and CBS Sports HQ.
TV Entertainment’s revenues were generated primarily from advertising; affiliate revenues comprised of fees received from television stations affiliated with the CBS Television Network (“reverse compensation”), fees for authorizing multichannel video programming distributors’ (“MVPDs”) and third-party live television streaming services’ (“virtual MVPDs” or “vMVPDs”) carriage of our owned television stations; streaming revenues, principally comprised of advertising and subscription revenues generated by the segment’s streaming services and from digital video advertisements on our websites and in our video content on third-party platforms; and the licensing and distribution of our content and other rights. In 2021, TV Entertainment advertising, licensing and other, affiliate and streaming generated approximately 41%, 25%, 22% and 12%, respectively, of the segment’s total revenues. TV Entertainment generated approximately 44%, 41% and 43% of our consolidated revenues in 2021, 2020 and 2019, respectively (after the elimination of intercompany revenues).

Paramount+

Paramount+, our digital subscription video on-demand and live streaming service, combines live sports, news and entertainment content. Paramount+ features an expansive catalogue of original series, hit shows and popular movies across every genre from our brands and production studios, including CBS, BET, Comedy Central, MTV, Nickelodeon, Paramount Network, the Smithsonian Channel and Paramount Pictures, and from third parties.

Domestically, Paramount+ is home to livestreamed CBS Sports programming, including golf, football, auto racing and basketball. A destination for soccer fans, Paramount+ features more than 2,000 live and on-demand matches each year, including select matches from UEFA, Italy’s Serie A, and the National Women’s Soccer League (“NWSL”). Paramount+ also enables subscribers to stream local CBS Stations live across the U.S. in addition to other live channels, including CBS News Streaming for 24-hour news, CBS Sports HQ for sports news and analysis, and ET Live for entertainment coverage. Domestic highlights in 2021 include A Quiet Place Part II, Clifford the Big Red Dog, Mayor of Kingstown, Yellowstone prequel 1883, PAW Patrol, a variety of content from the Star Trek universe, a pair of original South Park movies and the NFL.

Paramount+ is available in two formats in the U.S.: Premium, an advertising-free (with the exception of livestreamed content) offering that includes all the benefits of Paramount+ for a monthly fee; and Essential, an advertising-supported offering available for a lower monthly fee that includes the NFL but does not include livestreamed local CBS Stations content.

Internationally, Paramount+ is home to hit movies, including titles from Paramount Pictures, as well as scripted dramas from SHOWTIME, Paramount Television Studios, CBS Studios and a robust offering of premium local content from VIS and third parties. International highlights in 2021 include Parot, Before I Forget, To Catch a Thief and 100 Days to Fall in Love.


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CBS Television Network

The CBS Television Network (the “CBS Network”), through CBS Entertainment, CBS News and CBS Sports, distributes entertainment programming, news, public affairs broadcasts and sports. Network content also is available on the internet, including through: CBS.com, CBSSports.com and related software applications (“apps”); our streaming services, such as Paramount+, CBS News Streaming and Pluto TV; and MVPDs and vMVPDs.

CBS Entertainment acquires or develops and schedules the programming on the CBS Network, which includes primetime comedies and dramas, reality, specials, kids’ programs, daytime dramas, game shows and late night. The CBS Network’s top-rated series include NCIS, The Late Show with Stephen Colbert and The Price is Right.

CBS News operates a worldwide news organization, providing the CBS Network and CBS News Radio with regularly scheduled news and public affairs broadcasts, including 60 Minutes, 48 Hours, CBS Evening News, CBS Mornings, CBS Sunday Morning and Face the Nation.

CBS Sports broadcasts on the CBS Network include certain regular season games from the NFL’s American Football Conference (“AFC”) and National Football Conference, as well as postseason AFC wild card playoff, AFC divisional playoff and championship games, and, on a rotating basis with other networks, the Super Bowl; the National Collegiate Athletic Association’s (the “NCAA”) Division I Men’s Basketball Tournament, which we also broadcast on a rotating basis with other networks, and marquee regular-season college basketball games, including conference championship games from the Big Ten, Mountain West, Atlantic 10 and Missouri Valley; regular-season college football games, including games from the Southeastern Conference; PGA Tour golf tournaments; the Masters; the PGA Championship; and certain games from the UEFA Champions League, including the semifinals and finals.

The CW, a broadcast network and our joint venture with Warner Bros. Entertainment, airs programming targeting younger viewers. Eight of our owned television stations are affiliates of The CW.

CBS Studios

CBS Studios is a leading content supplier that produces series across broadcast television, cable and streaming. CBS Studios maintains an extensive library of intellectual property, including the genre-defining and ever-growing Star Trek universe. CBS Studios’ broadcast television productions include Blue Bloods, CSI: Vegas and the FBI and NCIS franchises for the CBS Network. In cable, CBS Studios productions include Your Honor and The Man Who Fell to Earth for SHOWTIME. Streaming productions include the Star Trek franchise, The Good Fight, Evil, Seal Team and Why Women Kill for Paramount+; Dead to Me for Netflix; and Carpool Karaoke: The Series and Swagger for Apple TV+. CBS Studios also produces award-winning late night and daytime talk shows, such as The Late Show with Stephen Colbert, The Late Late Show with James Corden and The Talk. CBS Studios also develops, produces and distributes local language and international content originating outside of the U.S., with series in the U.K., Europe, the Middle East, Australia and Asia.

CBS Media Ventures

CBS Media Ventures (“CMV”) produces or distributes first-run syndicated daily and weekly programming, across various dayparts and genres, including talk shows, court shows, game shows and newsmagazines. First-run syndication is original series programming licensed on a market-by-market basis to television stations for exhibition on local broadcast television and streaming. Examples of CMV’s first-run programming include The Dr. Phil Show, Entertainment Tonight, Jeopardy!, Wheel of Fortune, Rachael Ray and The Drew Barrymore Show. CMV also handles the domestic distribution for exhibition on television and streaming services of content produced by CBS Studios, after its initial exhibition on broadcast television (“off-network syndicated programming”). Off-network syndicated programming and first-run syndicated programming distributed domestically can be sold in successive sales windows, which may occur on an exclusive or nonexclusive basis.

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CMV engages in national advertising and integrated marketing sales for the first-run and off-network programming it distributes, as well as serving as the national advertising sales agent for other major syndicators. CMV also operates and distributes Dabl, a multiplatform, advertiser-supported lifestyle network.

CBS Sports Network

The CBS Sports Network is CBS Sports’ 24-hour cable channel that provides a diverse slate of sports and related content. The network televises live professional, amateur and college events, including Division I college football, basketball, hockey and lacrosse, certain games from the NWSL, certain men’s and women’s international soccer games, including certain FIFA 2022 World Cup Concacaf qualifiers, FIFA 2023 Women’s World Cup qualifiers, UEFA Champions League games and Scottish Professional Football League games. In addition, the network showcases a variety of original programming, including documentaries, features and studio shows, highlighted by NFL Monday QB, That Other Pre-Game Show (TOPS), Time to Schein and a first of its kind all-female panel sports talk show, We Need to Talk. CBS Sports Network also provides ancillary coverage for CBS Sports relating to major events, such as the NCAA Division I Men’s Basketball Tournament, the Masters and the PGA Championship, and for SHOWTIME relating to SHOWTIME Championship Boxing.

CBS Stations

CBS Stations consists of our 29 owned broadcast television stations, all of which operate under licenses granted by the Federal Communications Commission (“FCC”) pursuant to the Communications Act of 1934, as amended (the “Communications Act”). Licensees must seek to renew each license every eight years. Our stations are located in the six largest, and 15 of the top 20, television markets in the U.S. We own multiple stations within the same designated market area (“DMA”) in 10 major markets, including New York, Los Angeles and Philadelphia. Our stations enable us to reach a wide audience within and across geographically diverse markets in the U.S. The stations broadcast news (including station-produced news), public affairs, sports and other programming to serve their local markets and most offer CBS, The CW or MyNetworkTV (a national broadcast service that provides syndicated programming, including series from our library, during primetime to stations across the country) programming and syndicated programming. The stations also broadcast free, advertiser-supported, digital channels using available broadcast spectrum, such as Dabl, Fave TV and Start TV (a national entertainment program service featuring classic television content focused on female audiences, which is our joint venture with Weigel Broadcasting). Local versions of CBS News Streaming offer local news from certain of our owned stations. Our stations have local websites that promote the stations’ programming.

Television Stations and Local Websites and Versions of CBS News Streaming

The following table sets forth information regarding our owned television stations and related local websites and versions of CBS News Streaming, as of February 14, 2022, within U.S. television markets:

Television Market
DMA Rank(1)
StationsTypeNetwork Affiliation
Local Websites and Versions of CBS News Streaming(2)
New York, NY1WCBS‑TVUHFCBSnewyork.cbslocal.com
WLNY‑TVUHFIndependentCBS News New York Streaming
Los Angeles, CA2KCAL‑TVVHFIndependentlosangeles.cbslocal.com
KCBS‑TVUHFCBSCBS News Los Angeles Streaming
Chicago, IL3WBBM‑TVVHFCBSchicago.cbslocal.com
CBS News Chicago Streaming
Philadelphia, PA4KYW‑TVUHFCBSphiladelphia.cbslocal.com
WPSG‑TVUHFThe CWCBS News Philly Streaming
Dallas‑Fort Worth, TX5KTVT‑TVUHFCBSdfw.cbslocal.com
KTXA‑TVUHFIndependentCBS News Dallas-Fort Worth Streaming
Atlanta, GA6WUPA-TVUHFThe CWatlanta.cbslocal.com

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Television Market
DMA Rank(1)
StationsTypeNetwork Affiliation
Local Websites and Versions of CBS News Streaming(2)
San Francisco, CA8KPIX‑TVUHFCBSsanfrancisco.cbslocal.com
KBCW‑TVUHFThe CWCBS News Bay Area Streaming
Boston, MA10WBZ-TVUHFCBSboston.cbslocal.com
WSBK-TVUHFMyNetworkTVCBS News Boston Streaming
Seattle-Tacoma, WA11KSTW-TVVHFThe CWseattle.cbslocal.com
Tampa-St. Petersburg, FL13WTOG-TVUHFThe CWtampa.cbslocal.com
Minneapolis, MN14WCCO‑TVUHFCBSminnesota.cbslocal.com
KCCW‑TV(3)VHFCBSCBS News Minnesota Streaming
Detroit, MI15WWJ‑TVUHFCBSdetroit.cbslocal.com
WKBD‑TVUHFThe CW
Denver, CO16KCNC‑TVUHFCBSdenver.cbslocal.com
CBS News Denver Streaming
Miami-Ft. Lauderdale, FL18WFOR‑TVUHFCBSmiami.cbslocal.com
WBFS‑TVUHFMyNetworkTVCBS News Miami Streaming
Sacramento, CA20KOVR-TVUHFCBSsacramento.cbslocal.com
KMAX-TVUHFThe CWCBS News Sacramento Streaming
Indianapolis, IN25WBXI-CA(4)UHFIndependent
Pittsburgh, PA26KDKA-TVUHFCBSpittsburgh.cbslocal.com
WPCW-TVVHFThe CWCBS News Pittsburgh Streaming
Baltimore, MD27WJZ‑TVVHFCBSbaltimore.cbslocal.com
CBS News Baltimore Streaming

(1)    Television market (DMA) rankings based on Nielsen Media Research Local Market Universe Estimates (September 2021).
(2)    Our television stations’ websites and the local versions of CBS New Streaming feature and promote the stations’ programming and provide news, traffic, weather, entertainment and sports information, among other services for their local communities.
(3)    KCCW-TV is operated as a satellite station of WCCO-TV.
(4)    WBXI-CA is a Class A low power television station. Class A low power television stations do not implicate the FCC’s ownership rules.

Cable Networks

viac-20211231_g2.jpg
Cable Networks consisted of a portfolio of premium and basic cable networks comprised of SHOWTIME, The Movie Channel, Flix, BET, Nickelodeon, MTV, Comedy Central, Paramount Network, Smithsonian Channel, VH1, CMT, Pop TV, Logo and TV Land; a number of direct-to-consumer subscription streaming services — SHOWTIME OTT, Showtime Networks’ premium streaming service, Noggin, Nickelodeon’s preschool streaming service, and BET+, a streaming service focused on the Black audience; and Pluto TV, our FAST service.

Cable Networks also included VCNI, which operates international extensions of Paramount+, Pluto TV and our Cable Networks brands and services, our international free-to-air networks, which include Channel 5 in the U.K., Telefe in Argentina, Network 10 in Australia and Chilevisión in Chile, and VIS, which produces content for our brands and streaming services, as well as for third parties.

Cable Networks’ revenues were generated primarily from affiliate revenues comprised of fees from MVPDs and vMVPDs for carriage of our cable networks; advertising; streaming revenues, principally comprised of advertising and subscription revenues generated by the segment’s streaming services and from digital video advertisements on our websites and in our video content on third-party platforms; and the licensing of our content and other rights. In 2021, Cable Networks affiliate, advertising, streaming and licensing and other revenues

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generated approximately 39%, 28%, 19% and 14%, respectively, of the segment’s total revenues. Cable Networks generated approximately 47%, 50% and 46% of our consolidated revenues in 2021, 2020 and 2019, respectively (after the elimination of intercompany revenues).

Pluto TV

Pluto TV is a leading FAST service in the U.S., delivering hundreds of live linear channels and thousands of titles on-demand to 64.4 million global MAUs for December 2021. Pluto TV curates a diverse lineup of channels, in partnership with nearly 400 global media companies. Categories cover a wide array of genres, including movies, television series, including classic television, sports, news and opinion, reality, crime, comedy, home and DIY, explore, gaming, anime, music, kids and local programming. Pluto TV en español delivers over 50 Spanish-language channels reflecting the rich tapestry of the U.S. Hispanic community. Pluto TV was awarded the 2021 Corporate Leadership in Hispanic Programming award by Broadcasting & Cable, Multichannel News and Next Media. Pluto TV can be accessed and streamed across connected television devices, mobile and the internet. Pluto TV’s growing global footprint extends across three continents and 26 countries.

SHOWTIME

Our three premium subscription cable networks in the U.S. are SHOWTIME, which offers original scripted and unscripted series, movies, documentaries and docuseries, sports, comedy and special events; The Movie Channel, which offers a variety of movies and related programming; and Flix, which primarily offers movies from the last several decades. SHOWTIME OTT is Showtime Networks’ premium subscription streaming service. Showtime Networks also includes SHOWTIME Sports, a premium destination for live combat sports, including championship boxing, Bellator, a leading global mixed martial arts organization, and culturally relevant sports documentaries and original series. Highlights in 2021 include new seasons of The Chi and Billions, the final season of Shameless, the return of Dexter in the limited series Dexter: New Blood, new dramas American Rust and Yellowjackets, as well as new late-night variety series Ziwe. SHOWTIME is also home to City on a Hill, The L Word: Generation Q, Your Honor and unscripted series Desus & Mero, Couples Therapy, The Circus and the news series Vice.

BET

BET is a leading provider of premium entertainment, music, news, digital and public affairs content for Black audiences. BET linear can be seen in the U.S., Canada, Brazil, the Caribbean, the U.K., sub-Saharan Africa and France. BET is one of the most well-known Black consumer brands in the world, with multiplatform extensions, including BET Studios, a studio venture that provides equity ownership to Black creators; BET Digital, BET’s interactive arm; BET Her, a network targeting the African-American woman; BET Music Networks; BET Home Entertainment; BET Live, BET’s events and experience business; and BET International, which operates BET around the globe. In 2021, BET aired a diverse roster of social justice content, including Disrupt & Dismantle with Soledad O’ Brien, COVID-19 Vaccine and The Black Community: A Tyler Perry Special, and, as part of our Content for Change initiative, Bars and Ballads for George Floyd, Justice Now: Race & Reckoning and Justice Now: The Way Forward. Other highlights include Twenties, Twenties After Show With B. Scott, Games People Play and new seasons of Tyler Perry’s original series The Oval, Sistas, House of Payne and Assisted Living. BET’s tentpole events are the BET Awards, the BET Hip Hop Awards and the NAACP Image Awards.

BET+, our joint venture with Tyler Perry Studios, is a leading subscription streaming service for the Black community, with thousands of hours of movies, television, stand-up specials, stage plays and more. BET+ is home to exclusive originals from leading Black creators such as Tracy Oliver’s First Wives Club; Tyler Perry’s Ruthless and Bruh; Carl Weber’s The Family Business; and Will Packer’s Bigger; American Gangster: Trap Queens; All The Queen’s Men; The Ms. Pat Show; and Sacrifice.


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Kids & Family Entertainment Group

The Kids & Family Entertainment Group oversees our global strategy and business operations for our kids and family brands and content across linear and in streaming, through television programming, consumer products, location-based experiences, publishing and feature films. The group’s 2021 highlights on Paramount+ include The SpongeBob Movie: Sponge on the Run; the SpongeBob spinoff, Kamp Koral; the new iCarly series; and PAW Patrol: The Movie.
Nickelodeon

Nickelodeon, now in its 42nd year, is one of the most globally recognized and widely distributed multimedia entertainment brands for kids and family. Nickelodeon has been the number-one-rated advertising-supported basic cable network for 26 consecutive years among kids 2 to 11. Nickelodeon features leading original and licensed kids’ series across animation, live-action and preschool genres. Nickelodeon brands include Nick Jr., Nick at Nite, TeenNick, Nicktoons and Nick Music. Domestic highlights in 2021 include SpongeBob SquarePants, PAW Patrol, The Loud House, The Casagrandes, Tyler Perry’s Young Dylan, Danger Force and Blue’s Clues & You!. International highlights include Goldie’s Oldies, a U.K. originated live action comedy series; Sharkdog, the Nickelodeon produced Netflix original animated series; and Spyders, Nickelodeon’s first original coproduction with Ananey Studios, our Israeli content producer and subscription television provider.

Noggin, Nickelodeon’s preschool subscription streaming service, features over 1,000 library episodes, interactive videos and short-form educational content. In partnership with Paramount, Nickelodeon Movies produces branded films based on some of Nickelodeon’s most iconic franchises and characters. Nickelodeon is a key part of our global consumer products business. In 2021, we launched a licensing partnership with global toy brand Melissa & Doug to deliver PAW Patrol and Blue’s Clues and You! cobranded toys. Nickelodeon also licenses its brands for recreation and other location-based experiences such as hotels and theme parks, and in 2021 opened Nickelodeon Hotels & Resorts Riviera Maya, in partnership with Karisma Hotels & Resorts and Grupo Lomas.

Awesomeness

Awesomeness creates content focused on the global Gen Z audience through its digital publishing, film and television studio divisions. Awesomeness’ original, award-winning content includes To All the Boys I’ve Loved Before, Trinkets and Pen15.

MTV Entertainment Group

MTV Entertainment Group connects with audiences through nine iconic brands — MTV, Comedy Central, VH1, CMT, Pop, Logo, Smithsonian, Paramount Network and TV Land — and MTV Entertainment Studios, which produces award-winning series, movies and documentary films for Paramount+ and third-party streaming services.

MTV

MTV is an iconic youth entertainment brand that is home to notable franchises such as The Challenge, the Shores (Jersey Shore Family Vacation, Floribama Shore, Geordie Shore, Acapulco Shore, Rio Shore and Warsaw Shore), Teen Mom (Teen Mom OG, Teen Mom Young and Pregnant and Teen Mom 2) and Ridiculousness (Messyness and Deliciousness). MTV Documentary Films’ 2021 slate included the Academy Award-shortlisted, Emmy and Peabody-Award winning 76 Days. MTV’s signature live event — the MTV Video Music Awards — returned in 2021 along with the MTV Europe Music Awards and the MTV Movie and TV Awards.

Comedy Central

Comedy Central is a leading destination for all things comedy — from adult animation to stand-up to topical shows — providing viewers access to a world of funny, provocative and relevant content. Highlights for 2021

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include the South Park Pandemic and South ParQ Vaccination specials, The Daily Show with Trevor Noah, Tha God’s Honest Truth with Charlamagne Tha God, Awkwafina is Nora From Queens, Roy Wood Jr., Imperfect Messenger and the original holiday movies A Clüsterfünke Christmas and Hot Mess Holiday.

Paramount Network

Paramount Network is a premium entertainment destination and home to Yellowstone, cable’s hit co-created by Taylor Sheridan. Yellowstone serves as the launchpad for new original series from Taylor Sheridan on Paramount+, including Mayor of Kingstown and 1883, the Yellowstone prequel that premiered at the end of 2021.

Smithsonian Channel

Smithsonian Channel is the home of popular genres such as air and space, travel, history, science, nature and pop culture. Highlights for 2021 include the series Aerial America, America in Color, America’s Hidden Stories, Apollo’s Moon Shot, The Pacific War in Color and Air Disasters, as well as critically-acclaimed specials Black in Space: Breaking the Color Barrier and Cher & The Loneliest Elephant.

ViacomCBS Networks International

VCNI operates international extensions of Paramount+, Pluto TV and our Cable Networks brands and services, our international free-to-air broadcast networks, and VIS, which produces content for our brands and streaming services, as well as for third parties. VCNI provides distribution and advertising solutions for partners on five continents and across more than 180 countries. Viacom18 is our joint venture in India, whose operations include COLORS, a Hindi-language general entertainment pay television channel, and Viacom18 Studios, a filmed entertainment business.

ViacomCBS International Studios

One of the leading global producers of international content, VIS produces content for our brands and platforms, including Paramount+, Nickelodeon, MTV, Comedy Central, Channel 5, Network 10, Telefe, Ananey, Porta Dos Fundos and Chilevisión, as well as for third parties. A leading global Spanish-language content creator, VIS’ genres include kids, young adult, live action and animation, soap operas, dramas, short- and long-form comedy, feature films, unscripted reality and social impact documentaries. In 2021, we launched VIS Social Impact as part of our Content for Change social impact initiative.

Free-to-Air Networks

VCNI operates a number of free-to-air networks around the world. Network 10 is a major free-to-air broadcast network in Australia. Network 10’s brands include 10, 10 Bold, 10 Peach, 10 Shake and 10 Play, and its programming includes MasterChef Australia, Australian Survivor and I’m A Celebrity…Get Me Out of Here!. Channel 5 is a free-to-air public service broadcaster (PSB) in the U.K. Channel 5’s brands include 5Star, 5USA and 5Select, My5 and Milkshake, and its programming includes All Creatures Great and Small and Our Yorkshire Farm. Telefe is a leading free-to-air broadcast network in Argentina. Telefe’s brands include Telefe, Telefe Noticias, Mi Telefe, Telefe Internacional and Telefe Channels on Pluto TV, and its programming includes Telefe Noticias, its flagship newscast, MasterChef Celebrity, Bake Off, The Voice and top scripted and non-scripted content. Chilevisión is a leading free-to-air television network in Chile. Chilevisión’s programming includes ¿Quién es la Máscara?, Pasapalabra, Podemos Hablar, La Divina Comida and El Discípulo del Chef.



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Filmed Entertainment

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Filmed Entertainment consisted of Paramount Pictures, Paramount Players, Paramount Animation, Paramount Television Studios and Miramax. Paramount produces franchise live-action and animated films and genre films for specific audiences and releases its films in various markets around the world theatrically, on streaming services, including Paramount+, through transactional home entertainment offerings, on television, and through various other media.

Filmed Entertainment’s revenues were generated primarily from the release or distribution of films theatrically, transactional home entertainment, the licensing of film and television product to streaming services, including Paramount+, broadcast and cable television networks and other digital services, and other ancillary activities. Our theatrical revenues in 2020 and 2021 were negatively impacted by the continued closure or reduction in capacity of movie theaters as a result of COVID‑19. We delayed certain planned 2020 and 2021 theatrical releases, licensed others to Paramount+ or third-party streaming services, and released several films theatrically, including A Quiet Place Part II, Snake Eyes: G.I. Joe Origins, PAW Patrol: The Movie and Clifford the Big Red Dog. In 2021, Filmed Entertainment licensing and other and theatrical revenues generated approximately 92% and 8%, respectively, of the segment’s total revenues. Filmed Entertainment generated approximately 9%, 9% and 11% of our consolidated revenues in 2021, 2020 and 2019, respectively (after the elimination of intercompany revenues).

Paramount Pictures

Paramount Pictures is a major global producer and distributor of filmed entertainment and has an extensive library consisting of over 1,200 film titles produced by Paramount and has acquired rights to nearly 2,900 additional films and a number of television programs. Paramount is home to a number of successful franchises such as Mission: Impossible, Transformers, Star Trek, A Quiet Place and Paranormal Activity. Paramount’s library includes Academy Award winners, including Titanic, Braveheart, Forrest Gump, The Godfather, The Godfather Part II and Wings, which won the first ever Academy Award for Best Picture in 1929. The Paramount library also includes Academy Award nominees such as Arrival, Fences, The Big Short, Selma and The Wolf of Wall Street, and classics such as The Ten Commandments, Breakfast at Tiffany’s and Sunset Boulevard. Paramount’s 2021 theatrical releases included A Quiet Place Part II, Snake Eyes: G.I. Joe Origins, PAW Patrol: The Movie and Clifford the Big Red Dog.

Paramount Players

Paramount Players is committed to creating genre films from unique, contemporary voices and properties, as well as drawing from Paramount’s rich library of content. Paramount Players also produces films for initial release on Paramount+, including Paranormal Activity: Next of Kin, which was released in 2021.

Paramount Animation

Paramount Animation develops and produces top-quality animated films. Paramount Animation coproduced The SpongeBob Movie: Sponge on the Run, which was digitally released domestically simultaneously on premium video on demand and Paramount+ in March 2021. Paramount Animation also produced Rumble, which was released on Paramount+ in the U.S. in December 2021.

Paramount Television Studios

Paramount Television Studios develops and finances a wide range of television content across all platforms for distribution worldwide. Paramount Television Studios’ productions include American Gigolo for Showtime

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Networks; Made For Love and Station Eleven for HBO Max; Shantaram, Defending Jacob and Home Before Dark for Apple TV+; Tom Clancy’s Jack Ryan for Amazon; The Haunting of Bly Manor for Netflix; and Catch-22 for Hulu.

Miramax

Miramax, a consolidated joint venture with beIN Media Group, is a global film and television studio with an extensive library of content. We have exclusive, long-term rights to distribute Miramax’s library of more than 650 titles, which includes Pulp Fiction, Shakespeare in Love, Good Will Hunting, No Country for Old Men and Scary Movie. We also have certain rights to coproduce, co-finance and/or distribute new film and television projects with Miramax.

Film Production, Distribution and Financing

We produce many of the films we release and also acquire films for distribution from third parties. In some cases, we co-finance and/or co-distribute films with third parties, including other studios. We also enter into film-specific financing and multipicture financing arrangements from time to time under which third parties participate in the financing of the costs of a film or group of films in exchange for an economic participation and a partial copyright interest. We distribute films worldwide or in select territories in various media and may engage third-party distributors for certain films in certain territories.

Domestically, we generally market and distribute our own theatrical and home entertainment releases. Internationally, we distribute theatrical releases through our international affiliates or, in territories where we have no operating presence, through United International Pictures, our joint venture with Universal Studios, or other third-party distributors. For home entertainment releases, DVD and Blu-ray discs are distributed internationally by local licensees. We also license films and television shows domestically and/or internationally to a variety of platforms.

Competition

All of our businesses operate in highly competitive environments, and compete for creative talent and intellectual property, as well as for audiences and distribution of our content.

We compete with a variety of media, technology and entertainment companies that have substantial resources to produce, acquire and distribute content around the world, including broadcast networks, basic and premium cable networks, streaming services, film and television studios, production groups, independent producers and syndicators, television stations and television station groups. We compete with other content creators for creative talent including producers, directors, actors and writers, as well as for new program ideas and intellectual property and for the acquisition of popular programming.

Our businesses also face significant competition for audiences from various sources. We compete for audiences for our films and television content with releases from other film studios, television producers and streaming services, as well as with other forms of entertainment and consumer spending outlets. We also compete for audiences and advertising revenues primarily with other broadcast and cable television networks; streaming services; social media platforms; websites, apps and other online experiences; radio programming; and print media. In addition, our television businesses face increasing competition from technologies providing digital audio and visual content in ways that allow audiences to consume content of their choosing while avoiding traditional commercial advertising. Moreover, our businesses face competition from the many other entertainment options available to consumers including video games, sports, travel and outdoor recreation.

We also face competition for distribution of our content. Our television businesses compete for distribution of our program services (and receipt of related fees) with other broadcast networks, cable networks and programmers. The CBS Network competes with other broadcast networks to secure affiliations with independently owned

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television stations to ensure the effective distribution of network programming in the U.S. We also compete with studios and other producers of entertainment content for distribution on third-party platforms.

For additional information regarding competition, see “Item 1A. Risk Factors — Our businesses operate in industries that are highly competitive.”

Environmental, Social and Governance Strategy

We believe the media and entertainment industry plays an important role in shaping culture and conversations. We take this role seriously and are committed to advancing and strengthening our approach to issues, opportunities and risks related to ESG matters to help serve our stockholders, employees, partners, audiences and the communities in which we operate, as well as to enhance our business. Our ESG strategy is centered on an understanding of our biggest opportunities and risks.

We organize our ESG work into three pillars: (1) On-Screen Content & Social Impact, (2) Workforce & Culture and (3) Sustainable Production & Operations. On-Screen Content & Social Impact addresses the opportunities and responsibilities we have to represent, inform and influence through our content and brands. Workforce & Culture focuses on our efforts to recruit and retain the best employees, treat contractors and partners well, and foster an environment where people feel welcome and safe. Sustainable Production & Operations addresses the environmental and social impacts of our operations and facilities, film and television productions and other activities.

Building on our 2020 companywide Materiality Assessment and first ESG Report, in 2021 we released our second ESG Report, which is available on our website, and included our first set of overarching goals for each of these pillars to help focus our efforts and assess our progress. We are committed to continuing to identify, measure, map and report on the ESG impact of our global operations.

ESG Governance

Our ESG efforts are a companywide commitment led by a dedicated ESG team that oversees day-to-day strategy and implementation. Our ESG team works closely with our ESG Council, a cross-functional team of senior leadership and subject matter experts spanning our brands, legal, investor relations, global inclusion, human resources, finance, real estate and environmental health and safety, to guide our strategy and reporting and help spread and instill our ESG values across the Company. The ESG team works in close collaboration with our Chief Executive Officer, Chief Financial Officer, General Counsel and other senior executives who together make up our ESG Steering Committee. These leaders are actively involved in reviewing and refining our ESG strategies, programs and policies. The ESG team regularly updates the Nominating and Governance Committee of our Board of Directors, which, pursuant to its charter, oversees and monitors significant issues impacting our culture and reputation, as well as our handling of ESG issues.

Human Capital Management

We aim to build a culture that attracts and retains the best employees and a workplace where people feel welcome, safe and inspired to bring their whole self to work.

As of December 31, 2021, we employed approximately 22,965 full- and part-time employees in 37 countries worldwide and had approximately 4,300 project-based staff on our payroll. We also use temporary employees in the ordinary course of our business.

Our human capital management strategy is intended to address the areas described below, and additional information can be found in our ESG Report.


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A Culture of Diversity, Equity and Inclusion

We seek to mold a companywide culture built on our core values and anchored in a dynamic and proactive approach to DE&I through a range of partnerships, collaborations, programs and initiatives, some of which are described below.

Many of our brands maintain inclusivity councils to address their DE&I activities and the DE&I challenges in their businesses.

We partner with hundreds of diversity-focused institutions globally that are committed to supporting women, BIPOC and LGBTQ+ individuals, veterans and/or persons with disabilities. We have placed a particular focus on organizations advancing the causes of racial justice, anti-hate and social equity.

We sponsor internal and external professional development programs and campus-to-career initiatives aimed at underrepresented groups.

Our job postings reach an expansive network that includes more than 60 diversity-focused job boards. We use third-party technology to identify and remove biasing language from our job descriptions.

We sponsor eight active employee-led Employee Resource Groups (“ERGs”) with 53 chapters in 19 locations worldwide. More than half of our employees are members of these employee-led groups. Our ERGs provide support for certain business and corporate initiatives.

Our CEO has signed onto the CEO Action for Diversity and Inclusion pledge and the Company was a founding signatory for Management Leadership for Tomorrow’s (“MLT”) Black Equity at Work Certification Program (“BEW”). The MLT BEW is a third-party validation program that aims to drive measurable progress in improving representation and racial equity in the workplace.

Of our U.S. employees, as of December 31, 2021, approximately 49% were female and approximately 39% self-identified as part of a racial or ethnic minority group. Of our U.S. employees with Vice President titles and above, as of December 31, 2021, approximately 49% were female and approximately 28% self-identified as part of a racial or ethnic minority group.

In 2021, we set new goals to help accelerate our performance on key DE&I objectives, including a target global hire and promotion rate for female Senior Vice Presidents and above and a target U.S. hire and promotion rate for ethnically diverse Vice Presidents and above.

Preventing Harassment and Discrimination

We remain committed to building a work environment free of harassment and discrimination so that our employees can focus on doing their best work. We have enacted policies addressing harassment, discrimination and other behaviors that could create a hostile workplace, some of which are described below.

Our Business Conduct Statement provides employees with clear examples of harassment and discrimination and guidance on how to create a safe and inclusive environment for all. We make annual trainings on sexual harassment, discrimination and retaliation prevention available to all employees.

We monitor employee diversity data trends — including the promotion rates of women and ethnically diverse employees compared to their male or white peers, respectively — and watch for any patterns that might suggest discrimination or unconscious bias so that we can seek to address them.


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We require that employees report any incidents of harassment and discrimination that they witness. Among other ways, employees can report incidents of harassment or discrimination using our anonymous third-party managed complaint and reporting hotline, called OPENLINE.

Employee Attraction, Retention and Training

Our training, mentoring and career mobility programs embody our culture of DE&I as we recruit, retain and engage our employees. We strive to create an inclusive culture in which our employees and talent feel supported, heard and understood and in which employees of all backgrounds feel like they belong and have the opportunity to thrive. Some of these programs are described below.

We offer a broad spectrum of learning opportunities for our employees, including leadership-specific training for employees who are new to their positions, taking on an expanded scope of responsibilities, or otherwise seeking to expand their impact. We also offer regular manager and employee classes focused on specific skills, leader learning journeys to help people leaders implement new capabilities over several months, and team-based workshops for groups who want to learn together.

We offer a range of financial and nonfinancial compensation and benefits, including health, life and disability insurance; matching retirement and profit-sharing contributions; flexible paid time off; paid volunteer time; financial planning assistance; multiple wellness programs; and parental, caregiving, bereavement and military leave benefits. We also offer tuition support for certain employees. In 2021, we began offering our employees access to a behavior-change app designed to help our employees manage stress, improve focus and enhance overall well-being.

We offer flexible work hours for many of our full-time and part-time employees.

In 2021, we launched our first global employee engagement survey, administered by an independent third party, to assess our efforts around employee engagement, inclusion and well-being. Our executive officers (and managers, on a team level) reviewed the survey results and instituted action plans to address feedback and opportunity areas. We continue to track our progress on these efforts through shorter, periodic “pulse” engagement surveys.

As a result of our focus on employee satisfaction and inclusiveness, we have been recognized for our workplace culture, including being named a 2021 Most Loved Workplace by Newsweek, one of America’s Best Employers for Diversity by Forbes and one of the Top 100 workplaces with the Best D&I Initiatives in 2021 by Mogul.

Health, Safety and Security

The health and safety of our workers, particularly across our productions worldwide, remains a top priority. We strive to take a proactive approach to identifying and mitigating health, safety and security risks. Some of the steps we take are described below.

In 2021, we began to centralize our nonproduction environmental health and safety (“EHS”) functions. We appointed a new Senior Vice President of EHS in an effort to ensure that these critical functions are managed consistently and reported on externally in an appropriate way.

We have on-site health care at some office and production sites, as well as medics and medical support at many production sites.

We perform risk assessments of daily work processes across our productions, offices and other work sites and develop hazard reduction, avoidance and mitigation plans. We also track and report safety, health and security incident data across the company.

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Our Global Security Operations Center oversees security and emergency response efforts and undertakes risk scans in an effort to identify potential security risks.

After COVID-19 caused an initial period in which our offices closed and production ceased, we restarted productions in mid-2020 and began to manage a slow and safe return-to-office process. We have established a number of COVID-19-related safety protocols in our offices, on our productions and with respect to nonproduction activities. While the majority of our employees had the opportunity to work at a reduced capacity from certain offices, most of our office employees worked remotely in 2021.

Social Impact and Corporate Social Responsibility

We leverage our platforms and diverse capabilities to create positive social impacts, including by exploring and raising awareness of issues that align with our values and impact our viewers such as climate change, mental health, civic engagement and social justice. Our commitment to social impact is not only exemplified by the content we produce, but also our community service projects, philanthropy and employee engagement efforts, including our 25th annual Community Day, which was held virtually in 2021 and involved employees from 23 regions around the world across more than 100 volunteer projects.

Content for Change

Content for Change is a social justice initiative launched by BET in 2020 that is anchored in the belief that storytelling has the power to transform how we see ourselves and one another. In 2021, we expanded the program across the Company with three interrelated objectives: (1) leveraging content to counteract racism, bias, stereotypes and hate; (2) striving for equity across our entire creative supply chain; and (3) creating a culture of diversity, inclusion and belonging that continuously informs and enhances the stories we tell through our content. This initiative builds upon our commitment to our community, as well as to DE&I and fostering an inclusive company culture.

Regulation

Our businesses and the intellectual property they create or acquire are subject to and affected by laws and regulations of U.S. federal, state and local governmental authorities, as well as laws and regulations of countries other than the U.S. and pan-national bodies such as the European Union (“E.U.”). The laws and regulations affecting our businesses are constantly subject to change, as are the protections that those laws and regulations afford us. The discussion below describes certain, but not all, present and proposed laws and regulations affecting our businesses.

FCC and Similar Regulation

The FCC regulates broadcast television, some aspects of cable network programming, and certain programming delivered by internet protocol in the U.S., pursuant to U.S. federal law, including the Communications Act. Violation of FCC regulations can result in substantial monetary fines, the imposition of reporting obligations, limited renewals of licenses and, in egregious cases, denial of license renewal or revocation of a license.

License Renewals and Transfers

Each of our owned television stations in the U.S. must be licensed by the FCC. Television broadcast licenses are typically granted for eight-year terms, and we must obtain renewals as they expire to continue operating our stations. The Communications Act requires the FCC to renew a broadcast license if the FCC finds that (1) the station has served the public interest, convenience and necessity; (2) with respect to the station, there have been no serious violations by the licensee of either the Communications Act or FCC regulations; and (3) there have been no other violations by the licensee of the Communications Act or FCC regulations that, taken together,

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constitute a pattern of abuse. As of February 14, 2022, we had three pending renewal applications, and we will be filing applications with respect to most of our remaining stations on a staggered basis in 2022 and 2023. A station remains authorized to operate while its license renewal application is pending. In addition, the Communications Act requires prior FCC approval for the assignment of a license or transfer of control of an FCC licensee.

Broadcast Ownership Regulation

The Communications Act and FCC rules impose limits on local and national broadcast television station ownership in the U.S. The broadcast ownership rules discussed below are the most relevant to our operations in the U.S. In 2019, a federal appellate court vacated a 2017 FCC decision that had (1) repealed rules restricting common ownership of a TV station with either a daily newspaper or one or more radio stations in the same local market, and (2) loosened a rule restricting common ownership of TV stations within the same market.
Local Television Ownership

The FCC’s local television ownership rule generally limits common ownership of two full-power stations in a market unless at least one of the owned stations is not a top-four ranked station in the market based on audience share, provided that the FCC may permit such common ownership if it finds such ownership would serve the public interest, convenience and necessity.

Dual Network Rule

The dual network rule effectively prohibits any of the four major U.S. broadcast networks — ABC, CBS, FOX and NBC — from combining or being under common control.

Television National Audience Reach Limitation

Under the national television ownership rule, one party may not own television stations that reach more than 39% of all U.S. television households. However, for purposes of this rule, a UHF station is afforded a “discount” and is therefore attributed with reaching only 50% of the television households in its market. We currently own and operate television stations that reach approximately 38% of all U.S. television households, but we are attributed with reaching approximately 24% of all such households for purposes of the national ownership rule because of the discount.

Foreign Ownership

In general, the Communications Act restricts foreign individuals or entities from collectively owning more than 25% of our voting power or equity. FCC approval is required to exceed the 25% threshold. The FCC has approved foreign ownership levels of up to 100% in certain instances, subsequent to its review and approval of specific, named foreign individuals.

Cable and Satellite Carriage of Television Broadcast Stations

The Communications Act and FCC rules govern the retransmission of broadcast television stations by cable system operators, direct broadcast satellite operators, and other MVPDs in the U.S. Pursuant to these regulations, we have elected to negotiate with MVPDs for the right to carry our broadcast television stations via retransmission consent agreements. The Communications Act and FCC regulations require that broadcasters and some categories of MVPDs negotiate in good faith for retransmission consent. Some MVPDs have sought changes to federal law that would eliminate or otherwise limit the ability of broadcasters to obtain fair compensation for the grant of retransmission consent.


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Program Regulation

The FCC also regulates the content of broadcast, cable network, and other video programming. The FCC prohibits broadcasters from airing obscene material at any time and indecent or profane material between 6 a.m. and 10 p.m. The FCC’s maximum forfeiture penalty per station for broadcasting indecent or profane programming is approximately $445,445 per indecent or profane utterance or image, with a maximum forfeiture exposure of approximately $4.1 million for any continuing violation arising from a single act or failure to act. The FCC also actively monitors compliance with requirements that apply to broadcasters and cable networks relating to political advertising, identification of program sponsors, and the use and integrity of the Emergency Alert System. In addition, FCC regulations require the closed captioning of almost all broadcast and cable programming, as well as certain programming in the U.S. delivered by internet protocol. Broadcast television stations in certain markets that are affiliated with one of the four major U.S. broadcast networks must also provide a certain amount of programming every quarter that includes audio description (audio-narrated description of a television program’s key visual elements that make the programming accessible to blind and low-vision viewers).

Children’s Programming

Our business is subject to various regulations in the U.S. and abroad applicable to children’s programming. U.S. federal law and FCC rules limit the amount and content of commercial matter that may be shown on broadcast television stations and cable networks during programming designed for children 12 years of age and younger, and the FCC also limits the display of certain commercial website addresses during children’s programming. Moreover, each of our broadcast television stations in the U.S. is required to air, in general, three hours per week of programming specifically designed to meet the educational and informational programming needs of children 16 years of age and younger.

In addition, some policymakers have sought limitations on food and beverage marketing in media popular with children and teens. For example, restrictions on the television advertising of foods high in fat, salt and sugar (“HFSS”) to children aged 15 and under have been in place in the U.K. since 2007. The U.K. government has announced its intention to impose a ban, effective in 2023, on all HFSS advertising before 9:00 p.m. on television and a total ban online. Various laws with similar objectives have also been enacted in Ireland, Turkey, Mexico, Chile, Argentina, Peru, Taiwan and South Korea, and significant pressure for similar restrictions continues to be felt globally, most acutely in Australia, Brazil, Canada, Colombia, India, Hungary, Singapore, South Africa and France. The implementation of these or similar limitations and restrictions could have a negative impact on our television advertising revenues, particularly for our networks with programming for children and teens.

Broadcast Transmission Standard

In 2017, the FCC adopted rules to permit television broadcasters to voluntarily broadcast using the “Next Generation” broadcast television transmission standard developed by the Advanced Television Systems Committee, Inc., also called “ATSC 3.0.” Those full-service television stations using the standard are subject to certain requirements, including the obligation to continue broadcasting a generally identical program stream in the current ATSC 1.0 broadcast standard. The ATSC 3.0 standard can be used to offer better picture quality and improved mobile broadcast viewing. A television station converting to ATSC 3.0 operation will incur significant costs in equipment purchases and upgrades. In addition, consumers may be required to obtain new television sets or other equipment that are capable of receiving ATSC 3.0 broadcasts. We are participating in ATSC 3.0 partnerships with other broadcasters and may enter into additional partnerships in the future.

Global Data Protection Laws and Children’s Privacy Laws

A number of data protection and privacy laws impact, or may impact, the manner in which we collect, process and transfer personal data. In the E.U., the General Data Protection Regulation (“GDPR”) mandates data protection compliance obligations and authorizes significant fines for noncompliance. In the U.S., the California Consumer Privacy Act (“CCPA”) went into effect in January 2020 and created a host of new obligations for businesses

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regarding how they handle the personal information of California residents, including creating new data access, data deletion and opt out rights. The new California Privacy Right Act will replace the CCPA in early 2023 and creates even more onerous obligations, including the need to implement mechanisms for consumers to opt out of personal data sharing with third parties in the context of digital advertising. A number of other regions where we do business, including the U.S., Asia and Latin America, have enacted or are considering new data protection legislation and regulations that may impact our business activities that involve the processing of personal data.

In addition, some of the mechanisms we previously relied upon for the international transfer of personal data from the E.U. to other countries including the U.S., are no longer available. New legal requirements such as utilizing the new standard contractual clauses recently approved by the European Commission require significant resources going forward to perform international data transfer assessments.

We are also subject to laws and regulations intended specifically to protect the interests of children, including the privacy of minors online. The U.S. Children’s Online Privacy Protection Act (“COPPA”) limits the collection by operators of websites or online services of personal information online from children under the age of 13. The U.S. Federal Trade Commission has yet to issue a proposed new COPPA rule as part of its review of its regulations implementing COPPA begun in 2019; however, the agency as well as some state Attorneys General have continued to bring enforcement cases under the existing COPPA rule. Since the enactment of GDPR in 2018, several countries in the E.U. and U.K. have issued guidance documents or codes of conduct with respect to the online privacy of children under 18, which impact countries outside of the U.K. and E.U., including the U.S. and in Australia. Such regulations may also restrict the types of advertising we are able to sell on these online services, sites and apps and may impose strict liability on us for certain of our actions, as well as certain actions of our advertisers and other third parties, which could affect advertising demand and pricing. In the U.S., state and federal policymakers are also considering regulatory and legislative methods to protect consumer privacy on the internet, and these efforts have focused particular attention on children and teens. Congress has held several hearings on protecting children and teens online and has signaled that an update to COPPA with stronger protections for children and teens is likely.

See “Item 1A. Risk Factors — Risks Relating to Business Continuity, Cybersecurity and Privacy and Data Protection — We are subject to complex, often inconsistent and potentially costly laws, rules, regulations, industry standards and contractual obligations relating to privacy and personal data protection.”

Intellectual Property

We are fundamentally a content company, and the trademark, copyright, patent and other intellectual property laws that protect our brands and content are extremely important to us. It is our practice to protect our brands, content and related intellectual property. Unauthorized exploitation of copyrighted works interferes with the legitimate market and disrupts our ability to distribute and monetize our content. The infringement of our intellectual property rights presents a significant challenge to our industry, and we take a number of steps to address this concern. For example, where possible, we use technologies, such as encryption, watermarking, and digital rights management tools, to protect our content from piracy. We are also actively engaged in enforcement and other activities to protect our intellectual property, including: monitoring services that unlawfully distribute or otherwise infringe our content and sending takedown or cease-and-desist notices in appropriate circumstances; using filtering technologies employed by some social media companies and other platforms hosting our content; working with intermediaries and other third parties to address current infringements and prevent more in the future; and pursuing litigation and referrals to law enforcement. Through partnerships with various organizations, we also are actively involved in educational outreach to the creative community, state and federal government officials and other stakeholders in an effort to marshal greater resources to combat intellectual property infringement. Additionally, we participate in various industrywide enforcement initiatives, public relations programs and legislative activities on a worldwide basis. For example, we have had notable success with site-blocking efforts in parts of Europe, Asia, Latin America and Australia, which can be effective in steering consumers away from piracy platforms and toward legitimate platforms.


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Notwithstanding these efforts and the many legal protections that exist to combat piracy, the proliferation of infringing services and the sophistication of and continued technological advancement in the tools used in infringing activities continues to be a challenge. The failure to maintain enhanced legal protections and enforcement tools and to update those tools as threats evolve could make it more difficult for us to adequately protect our intellectual property, which could negatively impact its value and further increase the costs of enforcing our rights as we continue to expend substantial resources to protect our content.

Our Executive Officers

Our executive officers as of February 14, 2022, are as follows:

NameAgePosition
Robert M. Bakish58President and Chief Executive Officer, Director
Naveen Chopra48Executive Vice President, Chief Financial Officer
Christa A. D’Alimonte53Executive Vice President, General Counsel and Secretary
Katherine Gill-Charest57Executive Vice President, Controller and Chief Accounting Officer
Richard M. Jones56Executive Vice President, General Tax Counsel and Chief Veteran Officer
Doretha (DeDe) Lea57Executive Vice President, Global Public Policy and Government Relations
Julia Phelps44Executive Vice President, Chief Communications and Corporate Marketing Officer
Nancy Phillips54Executive Vice President, Chief People Officer

Robert M. Bakish has been our President and Chief Executive Officer and a member of our Board since December 2019. Mr. Bakish served as President and Chief Executive Officer and a member of the board of Viacom from December 2016 to December 2019, having served as Acting President and Chief Executive Officer beginning earlier in 2016. Mr. Bakish joined Viacom’s predecessor (“Former Viacom”) in 1997 and held positions throughout the organization, including as President and Chief Executive Officer of Viacom International Media Networks and its predecessor company, MTV Networks International, from 2007 to 2016; Executive Vice President, Operations and Viacom Enterprises; Executive Vice President and Chief Operating Officer, MTV Networks Advertising Sales; and Senior Vice President, Planning, Development and Technology. Before joining Former Viacom, Mr. Bakish was a partner with Booz Allen Hamilton in its Media and Entertainment practice. Mr. Bakish has served as a director of Avid Technology, Inc. since 2009.

Naveen Chopra has been our Executive Vice President, Chief Financial Officer since August 2020. Prior to that, he served as Vice President and Chief Financial Officer of Amazon Devices & Services, beginning in 2019. Prior to joining Amazon Devices & Services, Mr. Chopra served as Chief Financial Officer of Pandora Media from 2017 to 2019 and as its Interim Chief Executive Officer during part of this time, having previously served as Interim Chief Executive Officer of TiVo Inc. in 2016 and as its Chief Financial Officer from 2012 to 2016.

Christa A. D’Alimonte has been our Executive Vice President, General Counsel and Secretary since December 2019. Prior to that, she served as Executive Vice President, General Counsel and Secretary of Viacom beginning in 2017, having previously served as Senior Vice President, Deputy General Counsel and Assistant Secretary beginning in 2012. Prior to joining Viacom, Ms. D’Alimonte was a partner of Shearman & Sterling LLP, where she was Deputy Practice Group Leader of the Firm’s Global Mergers & Acquisitions group. She first joined Shearman & Sterling in 1993 and became a partner in 2001.

Katherine Gill-Charest has been our Executive Vice President, Controller and Chief Accounting Officer since December 2019. Prior to that, she served as Senior Vice President, Controller and Chief Accounting Officer of Viacom beginning in 2010, having previously served as Senior Vice President, Deputy Controller of Viacom during 2010 and Vice President, Deputy Controller beginning in 2007. Prior to that, Ms. Gill-Charest was the Chief Accounting Officer of WPP Group from 2001 to 2007 and was the Vice President and Worldwide Controller of Young & Rubicam Inc. from 1998 to 2000. Ms. Gill-Charest also held roles in financial reporting

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and accounting policy at Time Warner Inc. from 1991 to 1998 and at NYNEX Corporation from 1988 to 1991 and served in the audit practice of Price Waterhouse for two years.

Richard M. Jones has been our Executive Vice President, General Tax Counsel and Chief Veteran Officer since August 2014. Prior to that, he served as Senior Vice President and General Tax Counsel of CBS Corporation beginning in 2006 and of Former Viacom beginning in 2005. Prior to that, he served as Vice President of Tax, Assistant Treasurer and Tax Counsel for NBC Universal, Inc. beginning in 2003 and he served 13 years with Ernst & Young in its media & entertainment and transaction advisory services practices. Mr. Jones served honorably as a noncommissioned officer in the U.S. Army’s 75th Ranger Regiment and 10th Mountain Division.

Doretha (DeDe) Lea has been our Executive Vice President, Global Public Policy and Government Relations since December 2019. Prior to that, she served as Executive Vice President, Global Government Affairs of Viacom beginning in 2013, having previously served as Executive Vice President, Government Relations beginning in 2005. Prior to that, Ms. Lea served in various government relations positions at Former Viacom beginning in 1997, with the exception of 2004 to 2005, when she served as Vice President of Government Affairs at Belo Corp. Prior to joining Former Viacom, she was Senior Vice President of Government Relations at the National Association of Broadcasters.

Julia Phelps has been our Executive Vice President, Chief Communications and Corporate Marketing Officer since December 2019. Prior to that, she served as Executive Vice President, Communications, Culture and Marketing of Viacom beginning in 2017, having previously served as Senior Vice President, Communications and Culture of Viacom beginning earlier in 2017. Prior to that, she served as Executive Vice President of Communications for Viacom International Media Networks beginning in 2012, after having served as Vice President of Corporate Communications for Viacom. Ms. Phelps joined Former Viacom in 2005 from DeVries Public Relations, a New York-based communications agency.

Nancy Phillips has been our Executive Vice President, Chief People Officer since December 2019. Prior to that, she served as Executive Vice President and Chief Human Resources Officer of Nielsen Holdings PLC beginning in 2017, having served as Executive Vice President and Chief Human Resources Officer of Broadcom Corporation from 2014 to 2016. From 2010 to 2014, Ms. Phillips was Senior Vice President, Human Resources for the Imaging and Printing Group at Hewlett-Packard Company, and previously served as Senior Vice President, Human Resources, Enterprise Services. From 2008 to 2010, Ms. Phillips served as Executive Vice President and Chief Human Resources Officer at Fifth Third Bancorp. Prior to that, Ms. Phillips spent 11 years at General Electric Company, holding various human resources positions. Ms. Phillips practiced law from 1993 to 1997.

Available Information

We file annual, quarterly and current reports, proxy and information statements and other information with the SEC. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to such reports filed with or furnished to the SEC pursuant to the Securities Exchange Act of 1934, as amended, will be available free of charge on our website at www.ViacomCBS.com (under “Investors”) as soon as reasonably practicable after the reports are filed with the SEC. These documents are also available on the SEC’s website at www.sec.gov.

We announce material financial information through SEC filings, press releases, public conference calls and webcasts and our investor relations website at ir.ViacomCBS.com. We may use any of these channels as well as social media and blogs to communicate with investors about our Company. It is possible that the information we post on social media and blogs could be deemed to be material information. Therefore, we encourage investors, the media, and others interested in our Company to review the information we post on the social media channels and blogs listed on our investor relations website.


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Item 1A.
Risk Factors.

A wide range of risks may affect our business, financial condition or results of operations, now and in the future. We consider the risks described below to be the most significant. There may be other currently unknown or unpredictable factors that could have adverse effects on our business, financial condition or results of operations.

Risks Relating to Our Business and Industry

If our streaming initiatives are unsuccessful, our business, financial condition or results of operations could be adversely affected

Streaming is intensely competitive and cash intensive and there can be no assurance that our streaming initiatives will be profitable or otherwise successful. Our ability to attract, engage and retain subscribers to our subscription streaming services, including Paramount+, SHOWTIME OTT and BET+, and MAUs (together with subscribers, “users”) on our FAST service, Pluto TV, as well as the corresponding subscription and advertising revenues they generate, will depend on our ability to consistently provide appealing and differentiated content globally, effectively market our content and services and provide a quality experience for selecting and viewing that content. Our success will require significant investments to produce original content and acquire the rights to third-party content, including with respect to live sports, as well as the establishment and maintenance of key content and distribution partnerships.

We must continually add new users, convert promotional subscribers and meaningfully engage with existing subscribers to manage turnover, or “churn,” to grow our business. If we are unable to successfully compete with competitors in attracting, engaging with and retaining users as well as creative talent, our business, financial condition or results of operations could be adversely affected. The relative service levels, content offerings, promotions and pricing and related features of our competitors’ services may adversely impact our ability to attract, engage and retain users. If consumers do not consider our streaming services to be of value compared to our competitors’ services, including because we fail to introduce attractive new content and features, do not maintain competitive pricing, terminate or modify promotional or trial period offerings, experience technical issues, or change the mix of content in a manner that is unfavorably received, we may not be able to attract, engage and retain users. If we are not able to attract new users, or our existing users decide to not continue subscriptions on our services for any reason, including a perception that they do not use our streaming services sufficiently, the need to cut household expenses, unsatisfactory content, promotions or trial-period offers expire or are modified, competitive services or promotions provide a better value or experience or customer service or technical issues are not satisfactorily resolved, our business, financial condition or results of operations could be adversely affected.

Changes in consumer behavior, as well as evolving technologies, distribution platforms and packaging, may negatively affect our business, financial condition or results of operations

Our success depends on our ability to anticipate and adapt to shifting content consumption patterns. The ways in which viewers consume content, and technology and business models in our industry, continue to evolve rapidly, and new distribution platforms, as well as increased competition from new entrants and emerging technologies, have added to the complexity of maintaining predictable revenue streams.

Technological advancements have empowered consumers to seek more control over when, where and how they consume content and have affected the options available to advertisers for reaching target audiences. The evolution of consumer preferences toward “over-the-top” content consumption, such as streaming and other digital offerings, and the substantial increase in the availability of content without advertising or adequate methodologies for audience measurement, have had, and may continue to have, an adverse effect on our business, financial condition and results of operations. In addition, consumers are increasingly using time-shifting and advertising-blocking technologies, such as DVRs, that enable users to bypass advertisements. Substantial use of

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these technologies could impact the attractiveness of our programming to advertisers, adversely affecting our advertising revenue.

In response to perceived consumer demand, distributors are continuing to develop alternative offerings, including streaming and other subscription services; advertising-supported services, including FAST; original content for mobile and social media platforms; and smaller, often customizable, packages delivered by MVPDs at lower costs than traditional offerings. If our networks and brands are not included in these offerings and services, or if consumers increasingly favor alternative offerings over traditional broadcast television and cable subscriptions, we may continue to experience viewership declines and ultimately demand for our programming, which could lead to lower revenues from traditional sources. These changing distribution models may also impact our ability to negotiate carriage deals on terms favorable to us.

To respond to these developments, we regularly adopt or develop new technologies and consider, and from time to time implement, changes to our business models and strategies to remain competitive, such as our increased investment in streaming. There can be no assurance that we will successfully anticipate or respond to these developments, that we will not experience disruption, even as we respond to such developments, or that the new technologies or business models we develop will be as successful as historic or existing ones.

Our advertising revenues have been and may continue to be adversely impacted by changes in consumer viewership, advertising market conditions and deficiencies in audience measurement

We derive substantial revenues from the sale of advertising, and a decline in advertising revenues could have a significant adverse effect on our business, financial condition or results of operations.

The evolution of consumer preferences toward over-the-top streaming and other digital services and the increasing number of entertainment choices has intensified audience fragmentation and reduced content viewership through traditional linear distribution models, which has caused and may continue to cause ratings declines for our television networks. This evolution has also given rise to new ways of purchasing advertising, as well as a general shift in total advertising expenditures toward streaming and digital, some of which may not be as beneficial to us as traditional advertising methods. Although we have increasingly focused on generating advertising revenue from our own streaming services, including Pluto TV and Paramount+ Essential, and other digital services, there can be no assurance that we can successfully navigate this shift or that the advertising revenues we generate will replace the declines in advertising revenues generated from our traditional linear business.

The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers’ current spending priorities and the economy in general or the economy of any individual geographic market, including the impact of the current inflationary environment and the global supply chain delays. These factors may adversely affect our advertising revenues. Natural and other disasters, pandemics, acts of terrorism, political uncertainty or hostilities could also lead to a reduction in domestic and international advertising expenditures as a result of disrupted programming and services, uninterrupted news coverage and economic uncertainty. Our ability to generate advertising revenue is also dependent on demand for our content, the consumers in our targeted demographics, advertising rates and results observed by advertisers.

Major sports events, such as the Super Bowl and the NCAA Division I Men’s Basketball Tournament and state, congressional and presidential elections cycles may cause our advertising revenues to vary substantially from year to year. Political advertising expenditures are impacted by the ability and willingness of candidates and political action campaigns to raise and spend funds on advertising and the competitive nature of the elections affecting viewers in markets featuring our content.

Advertising sales are also largely dependent on audience measurement and could be negatively affected if measurement methodologies do not accurately reflect actual viewership levels. Nielsen’s statistical sampling method is the primary measurement technique used in our television advertising sales; however, it does not fully

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measure viewership across streaming and digital. We measure and monetize across over-the-top platforms based on census-based advertising-server data establishing the number of impressions served, combined with third-party data providing demographic composition estimates. Multiplatform campaign verification remains in its infancy and is still not measured by any one consistently applied method. While we expect innovation and standards around multiplatform measurement to benefit us as the advertising market continues to evolve, we are nevertheless partially dependent on third parties to deliver those solutions. Our ability to target and measure audiences is also limited by an increasing number of global laws and regulations relating to privacy and the collection, use and security of personal data.

Our success depends on our ability to maintain attractive brands and our reputation, and to offer popular programming and other content

Our ability to maintain attractive brands, and to create, distribute and/or license popular content are key to our success and ability to generate revenues. The revenues we generate primarily depend on our ability to consistently anticipate and satisfy consumer tastes and expectations, both in the U.S. and internationally. The popularity of our content is affected by our ability to develop and maintain strong brand awareness and a strong reputation; our ability to target key audiences; the quality and attractiveness of competing entertainment content; and the availability of alternative forms of entertainment and leisure time activities. Consumer tastes and behavior change frequently, and it is a challenge to anticipate what will be successful at any point in time. We invest substantial capital in our content, including the production of original content, before learning the extent to which it will garner critical success and popularity with consumers. A shortfall in the expected popularity of content we distribute or of sports events for which we have acquired rights, could lead to decreased profitability or losses for a significant period of time. Significant negative claims or publicity regarding the Company or its operations, content, products, management, employees, practices, business partners and culture, including individuals associated with the content we create and/or license, as well as our inability to adequately prepare for or respond to such negative claims or publicity, may damage our brands or reputation, even if such claims are untrue.

Increased costs for content and other rights may adversely affect our business, financial condition or results of operations

We invest significant resources to produce, market and distribute original content. We also acquire content and ancillary rights and pay related rights fees, license fees, royalties and/or contingent compensation. For example, some of the sports programming most viewed on CBS Sports or streamed on Paramount+, including NFL games, are made available based on rights of varying duration that we have negotiated with third parties. We also license various music rights from the major record companies, music publishers and performing rights organizations. Our investments in internally produced and acquired content are significant and involve complex negotiations with numerous third parties, and rapid changes in consumer behavior have increased the risk associated with the success of all kinds of content. Competition for popular content is intense, and we may have to increase the price we are willing to pay for talent and intellectual property rights, which may result in significantly increased costs. Further, increased competition in the market for development and production of original content, particularly from streaming services, increases our content costs. We may be outbid by our competitors for the rights to new, popular content or in connection with the renewals of popular rights we currently hold. As such, there can be no assurance that we will recoup our investments when the content is broadcast or distributed.

Our businesses operate in industries that are highly competitive

We compete with other media companies to attract creative talent and produce high-quality content, and for distribution on a variety of third-party platforms. Competition for talent, content, audiences, subscribers, service providers, production infrastructure, advertising and distribution is intense and comes from other broadcast television networks and stations, cable networks, streaming services, the internet and social media, film studios and independent film producers and distributors, consumer products companies and other entertainment outlets and platforms, as well as from “second screen” applications. Other broadcast television networks or stations or cable networks may change their formats or programming, a new network or station may adopt a format to

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compete directly with our networks or stations, or networks or stations might engage in aggressive promotional campaigns. We also compete with additional entrants into the market for the production of original content and streaming services.

Our ability to obtain widespread distribution on favorable terms, which contributes to our ability to reach audiences and, in turn, attract advertisers, is adversely affected by continued industry consolidation, including distributors and television service providers. Our competitors generally include companies with interests in multiple media businesses that are often vertically integrated, whereas our cable business generally relies on distribution relationships with third parties. As more companies in sectors adjacent to our own create or acquire their own content, they may have significant competitive advantages, which could adversely affect our ability to negotiate favorable terms for distribution or otherwise compete effectively. Our competitors could also have preferential access to important technologies, customer data or other competitive information, as well as significant financial resources.

This competition and consolidation could result in lower ratings and advertising, lower affiliate and other revenues, and increased content costs and promotional and other expenses, negatively affecting our ability to generate revenues and profitability. There can be no assurance that we will be able to compete successfully in the future against existing or new competitors, or that competition or consolidation in the marketplace will not have an adverse effect on our business, financial condition or results of operations.

The loss of affiliation and distribution agreements, renewal of these agreements on less favorable terms or adverse interpretations thereof could have a significant adverse effect on our business, financial condition or results of operations

A significant portion of our revenues are attributable to agreements with a limited number of distributors. These agreements generally have fixed terms that vary by market and distributor, and there can be no assurance that they will be renewed in the future, or renewed on favorable terms, including those related to pricing and programming tiers. We may also be unable to modify existing agreements with terms that have become less favorable over time. The loss of existing packaging, positioning, pricing or other marketing opportunities and the loss of carriage or the failure to renew our agreements with any distributor, or renew or modify them on favorable terms, could reduce the distribution of our programming and program services and decrease the potential audience for our programs, thereby negatively affecting our growth prospects and revenues from both affiliate fees and advertising. The CBS Network provides affiliated television stations regularly scheduled programming in return for the insertion of network commercials during that programming and the payment of reverse compensation. The loss of such station affiliation agreements could adversely affect our results of operations by reducing the reach of our programming and therefore our attractiveness to advertisers, and renewal of these affiliation agreements on less favorable terms may also adversely affect our results of operations.

Consolidation among and vertical integration of distributors in the cable or broadcast network business has provided more leverage to these distributors and could adversely affect our ability to maintain or obtain distribution for our network programming or distribution and/or marketing of our subscription services on favorable or commercially reasonable terms, or at all. Also, consolidation among television station group owners could increase their negotiating leverage. Competitive pressures faced by MVPDs, particularly in light of the lower retail prices of streaming services, could adversely affect the terms of our renewals with MVPDs. In addition, MVPDs and streaming services continue to develop alternative offerings for consumers. To the extent these offerings do not include our content and become widely accepted in lieu of traditional offerings, we could experience a decline in affiliate revenues.

Our revenues are dependent on the compliance of major distributors with the terms of our affiliation or distribution agreements. As these agreements have grown in complexity, the number of disputes regarding their interpretation and even their validity has grown, resulting in greater uncertainty and, from time to time, litigation with respect to our rights and obligations. Some of our distribution agreements contain “most favored nation” (“MFN”) clauses, which provide that if we enter into an agreement with a distributor and such agreement

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includes terms that are more favorable than those held by a distributor holding an MFN right, we must offer some of those terms to the distributor holding the MFN right. Disagreements with a distributor on the interpretation or validity of an agreement could adversely impact our affiliate and advertising revenues, as well as our relationship with that distributor.

We could suffer losses due to asset impairment charges for goodwill, intangible assets, FCC licenses and programming

We test goodwill and indefinite-lived intangible assets, including FCC licenses, for impairment on an annual basis and between annual tests if events or circumstances require an interim impairment assessment. Certain future events and circumstances, including deterioration of market conditions, higher cost of capital, a decline in advertising markets, a decrease in audience acceptance of our programming or films, a shift by advertisers to competing advertising platforms and/or changes in consumer behavior could result in a downward revision in the estimated fair value of a reporting unit or intangible assets, including FCC licenses, which could result in a noncash impairment charge. Any such impairment charge for goodwill, intangible assets and/or programming could have a material adverse effect on our reported net earnings.

Our ongoing investments in new businesses, products, services and technologies, through acquisitions and other strategic initiatives, present many risks, and we may not realize intended financial and strategic goals

We have invested in and may continue to invest, including through acquisitions, in new businesses, products, services and technologies as part of our ongoing strategic initiatives. These initiatives, such as the integration of the CBS and Viacom businesses following the Merger, may involve significant risks and uncertainties, including: difficulty integrating acquired businesses; failure to realize anticipated benefits; unanticipated problems, expenses and liabilities; potential disruption to our business and operations; diversion of management’s attention; difficulty managing expanded operations; the loss or inability to retain key employees, including talent; unanticipated challenges to or loss of our relationship with new or existing customers, viewers, advertisers, suppliers, distributors, licensors; insufficient revenues from such investments to offset any new liabilities assumed and expenses associated with new investments; and failure to successfully develop an acquired business or technology. Many of these factors are outside of our control, and because new investments are inherently risky, and the anticipated benefits or value of these investments may not materialize, no assurance can be given that such investments and other strategic initiatives will not adversely affect our business, financial condition or results of operations.

Risks Relating to Business Continuity, Cybersecurity and Privacy and Data Protection

Disruptions or failures of, or cybersecurity attacks on, our or our service providers’ networks, information systems and other technologies could result in the disclosure of confidential or valuable business or personal information, disruption of our businesses, damage to our brands and reputation, legal exposure and financial losses, and our business continuity plans may prove inadequate to address any such disruption, failure or attack

Cloud services, networks, software, information systems and other technologies we use or that are used by our third-party service providers and our product suppliers (“Providers”), including technology systems used by us and our Providers in connection with the production and distribution of our content and that otherwise perform important functions (“Systems”), are critical to our business activities. Shutdowns or disruptions of, and cybersecurity attacks on, our Systems pose increasing risks on our business. We also use content delivery networks to help us stream programming, films and other content in high volume to viewers and users of our online, mobile and app offerings over the internet. Shutdowns, disruptions and attacks on our or our Providers’ networks or Systems may be caused by third-party hacking; dissemination of computer viruses, worms, malware, ransomware and other destructive or disruptive software; denial-of-service attacks and other bad acts; human error; and power outages, natural disasters, extreme weather, terrorist attacks or other similar events. Shutdowns, disruptions and attacks could have an adverse impact on us, our business partners, advertisers and other Providers,

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employees, viewers and users of our content, including degradation or disruption of service, loss of data and damage to equipment and data. Steps we or our Providers take to enhance, improve or upgrade networks or Systems may not be sufficient to avoid shutdowns, disruptions and attacks. Significant events could result in a disruption of our operations and reduction of our revenues, the loss of or damage to the integrity of data used by management to make decisions and operate our businesses, viewer or advertiser dissatisfaction or a loss of viewers or advertisers, and damage to our reputation or brands. In addition, our recovery and business continuity plans may prove inadequate to address any such disruption, failure or cybersecurity attack.

We are subject to risks caused by the misappropriation, misuse, falsification or intentional or accidental release or loss of business or personal data or programming content maintained in our or our Providers’ Systems, including proprietary and personal information (of third parties, employees and users of our online, mobile and app offerings), business information including intellectual property, or other confidential information. Outside parties may attempt to penetrate our or our Providers’ Systems or fraudulently induce employees, business partners or users of our online, mobile and app offerings to disclose sensitive or confidential information in order to gain access to our proprietary data or our subscribers’ or users’ data, our programming or our intellectual property. The number and sophistication of attempted and successful phishing, information security breaches or disruptive ransomware or denial-of-service attacks in the U.S. and elsewhere have increased significantly in recent years, and because of our prominence, we and/or Providers we use may be a particularly attractive target for such attacks. Because the techniques used to obtain unauthorized access to, or disable, degrade or sabotage, networks and Systems change frequently, we may be unable to anticipate these techniques, implement adequate security measures or remediate flaws or detect intrusion on a timely or effective basis. Despite our efforts, the possibility of these adverse events occurring cannot be eliminated.

If a material breach of our networks or Systems or those of our Providers occurs, the market perception of the effectiveness of our security measures could be harmed, we could lose subscribers, viewers, revenues in the case of leaked content, advertisers and other business partners, and users of our online, mobile and app offerings; our reputation, brands and credibility could be damaged; and we could be required to expend significant amounts of money and other resources to repair, replace or recover such networks and Systems. We could also be subject to actions by regulatory authorities and claims asserted in private litigation. The costs relating to any data breach could be material, and we may not have adequate insurance coverage to compensate us for any losses associated with such events.

We are subject to complex, often inconsistent and potentially costly laws, rules, regulations, industry standards and contractual obligations relating to privacy and personal data protection

We are subject to laws, rules, regulations, industry standards and contractual obligations in the U.S. and in other countries relating to privacy and the collection, use and security of personal data. In the E.U., for example, the GDPR mandates data protection compliance obligations and authorizes significant fines for noncompliance, requiring extensive compliance resources and efforts on our part. Further, a number of other regions where we do business have enacted or are considering new data protection regulations that may impact our business activities. In the U.S., the CCPA mandates a host of new obligations for businesses regarding how they handle the personal information of California residents. We are also subject to laws and regulations intended specifically to protect the interests of children and the privacy of minors online, including COPPA in the U.S., and more generally, the GDPR in the E.U., and we have been required to limit some functionality on digital properties as a result of these regulations. Such regulations also restrict the types of advertising we are able to sell on these digital properties and impose strict liability on us for certain of our actions, as well as certain actions of our advertisers and other third parties, which could affect advertising demand and pricing. Recently, laws in Brazil and China that govern the processing of children’s data also went into effect. These laws will likely have similar impacts to COPPA and GDPR, especially with respect to data collected in connection with advertising. Compliance with privacy and data protection rules, regulations, industry standards and contractual obligations, which may be inconsistent with one another, and noncompliance could result in regulatory investigations and enforcement, significant monetary fines, breaches of contractual obligations and private litigation. Any actual or perceived noncompliance could also lead

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to harm to our reputation and market position. See “Business — Regulation — Global Data Protection Laws and Children’s Privacy Laws.”

Risks Relating to Intellectual Property

Infringement of our content, including digital copyright piracy and other unauthorized uses of our content, reduces revenue received from legitimate distribution of our programming, films, books and other entertainment content and adversely affects our business, financial condition and results of operations

Our success depends in part on our ability to maintain and monetize our intellectual property rights. We are fundamentally a content company and infringement of our content — specifically, the infringement of our films, television programming, digital content, books and other intellectual property rights — affects the value of our content. Copyright infringement is particularly prevalent in many parts of the world that either lack effective laws and technical protection measures similar to those existing in the U.S. and Europe or lack effective enforcement of such measures, or both. Such foreign copyright infringement often creates a supply of pirated content for major markets as well. The interpretation of copyright, trademark and other intellectual property laws as applied to our content, and our infringement-detection and enforcement efforts, remain in flux, and some methods of enforcement have encountered political opposition. The failure to appropriately enforce and/or the weakening of existing intellectual property laws could make it more difficult for us to adequately protect and monetize our intellectual property and thus negatively affect its value.

Copyright piracy is made easier by the wide availability of higher bandwidth and reduced storage costs, as well as tools that undermine encryption and other security features and enable infringers to disguise their identities online. We and our numerous production and distribution partners operate various technology systems in connection with the production and distribution of our programming and films, and intentional or unintentional acts could result in unauthorized access to our content. The continuing proliferation of digital formats and technologies heightens this risk. Internet-connected televisions, set-top boxes and mobile devices are ubiquitous, and many can support illegal retransmission platforms, illicit video-on-demand or streaming services and pre-loaded hardware, providing more accessible, versatile and legitimate-looking environments for consuming unlicensed film and television content. Unauthorized access to our content could result in the premature release of films, television programs or other content as well as a reduction in demand for authorized content, which would likely have significant adverse effects on the value of the affected content and our ability to monetize our content.

Copyright infringement reduces the revenue that we are able to generate from the legitimate sale and distribution of our content, undermines lawful distribution channels, reduces the public’s and some affiliate partners’ perceived value of our content and inhibits our ability to recoup or profit from the costs incurred to create such content. We are actively engaged in enforcement and other activities to protect our intellectual property, and it is likely that we will continue to expend substantial resources in connection with these initiatives. Efforts to prevent the unauthorized reproduction, distribution and exhibition of our content may affect our profitability and may not be successful in preventing harm to our business.

Risks Relating to Macroeconomic and Political Conditions

COVID-19 and other pandemics could have a material adverse effect on our business, financial condition and results of operations.

The COVID-19 pandemic has negatively impacted, and is expected to continue to impact, the macroeconomic environment in the U.S. and globally. In an effort to contain COVID-19 or slow its spread, governments around the world have enacted various measures, some of which have been subsequently rescinded, modified or reinstated, including travel bans, orders to close or limit access to businesses not deemed “essential,” vaccination and masking requirements, requirements to isolate residents to their homes or places of residence, and social distancing. The difficult macroeconomic environment has included increased and prolonged unemployment, a decline in consumer confidence, global supply chain issues and inflation, and prolonged declines in economic

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growth, as well as changes in consumer behavior in response to the pandemic, which have had, and may continue to have, a negative impact on our business, financial condition and results of operations. Other pandemics or widespread health emergencies may have similar effects.

As a result of COVID-19, in 2020 we experienced a material negative impact on our advertising revenues as a result of weakness in the advertising market, the cancellation or postponement of sporting events, and the delay of the broadcast television season as a result of production shutdowns. While the advertising market improved in 2021, we are not able to predict the effect that COVID-19 may have on the advertising market in the future and any prolonged decline in our advertising revenues would have a negative impact on our business, financial condition and results of operations. COVID-19 had a negative effect on our licensing revenues due to production shutdowns, delays in our delivery of content to third parties, and fewer original programs and live events airing on our 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. Our theatrical revenues have been negatively impacted by the closure or reduced capacity of movie theaters as a result of COVID-19. We are not able to predict the effect that COVID-19 may have on theatergoing in the future, including 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.

The magnitude of the continuing impact of COVID-19 and its variants, which could be material to 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 governmental actions, consumer behavior in response to the pandemic and such governmental actions, and economic and operating conditions in the aftermath of COVID-19. Due to the evolving and uncertain nature of the pandemic, we are not able to estimate the full extent of the impact that COVID-19 will have on our business, financial condition and results of operations, and that impact could also exacerbate the other risks described herein. Even after COVID-19 has moderated and governmental restrictions have eased, we may continue to experience the same adverse effects on our business resulting from recessionary economic conditions that persist and long-term changes in the advertising and distribution markets and consumer engagement and viewing habits.

Economic and political conditions in a variety of markets around the world could have an adverse effect on our business, financial condition or results of operations

Our businesses operate and have audiences, customers and partners worldwide, and we are focused on expanding our international operations in key markets, some of which are emerging markets. For that reason, economic conditions in many different markets around the world affect a number of aspects of our businesses. Economic conditions in each market can also impact our audience’s discretionary spending (such as current inflation or global supply chain issues) and therefore their willingness to access our content, as well as the businesses of our partners who purchase advertising on our networks, causing them to reduce their spending on advertising. We may also be subject to longer payment cycles. In addition, as we have expanded our international operations, our exposure to foreign currency fluctuations against the U.S. dollar has increased, and there is no assurance that downward trending currencies will rebound or that stable currencies will remain stable in any period. Such fluctuations could have an adverse effect on our business, financial condition or results of operations. Also, volatility and weakness in the capital markets, the tightening of credit markets or a decrease in our debt ratings could adversely affect our ability to obtain cost-effective financing. Broader supply chain delays, such as those currently impacting global distribution, may impact our business.

Our businesses are also exposed to certain political risks inherent in conducting a global business, including retaliatory actions by governments reacting to changes in the U.S. and other countries, including in connection with trade negotiations; issues related to the presence of corruption in certain markets and enforcement of anticorruption laws and regulations; increased risk of political instability in some markets as well as conflict and

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sanctions preventing us from accessing those markets; escalating trade, immigration and nuclear disputes; wars, acts of terrorism or other hostilities; and other political, economic or other uncertainties.

These political and economic risks could create instability in any of the markets where our businesses derive revenues, which could result in a reduction of revenue or loss of investment that adversely affects our businesses, financial condition or results of operations.

Risks Relating to Regulatory and Legal Matters

Failures to comply with or changes in U.S. or foreign laws or regulations may have an adverse effect on our business, financial condition or results of operations

We are subject to a variety of laws and regulations, both in the U.S. and/or in the foreign jurisdictions in which we or our partners operate, including laws and regulations relating to intellectual property, content regulation, user privacy, data protection, anticorruption, repatriation of profits, tax regimes, quotas, tariffs or other trade barriers, currency exchange controls, operating license and permit requirements, restrictions on foreign ownership or investment, anticompetitive conduct, export and market access restrictions, and exceptions to and limitations on copyright and censorship, among others.

The television broadcasting and cable programming industries in the U.S. are highly regulated by U.S. federal laws and regulations issued and administered by various federal agencies, including the FCC. For example, we are required to obtain licenses from the FCC to operate our television stations and periodically renew them. It cannot be assured that the FCC will approve our future renewal applications or that the renewals will be for full terms or will not include conditions or qualifications. The nonrenewal, or renewal with substantial conditions or modifications, of one or more of our licenses could have a material adverse effect on our revenues. We must also comply with extensive FCC limits on the ownership and operation of our television stations and our television networks, which could restrict our ability to consummate future transactions and in certain circumstances could require us to divest some television stations.

Our businesses could be adversely affected by new laws and regulations, changes in existing laws, changes in interpretations of existing laws by courts and regulators and the threat that additional laws or regulations may be forthcoming, as well as our ability to enforce our legal rights. We could be required to change or limit certain of our business practices, which could impact our ability to generate revenues. We could also incur substantial costs to comply with new and existing laws and regulations, or substantial fines and penalties or other liabilities if we fail to comply with such laws and regulations.

Our liabilities related to discontinued operations and former businesses could adversely impact our financial conditions

We have both recognized and potential liabilities and costs related to discontinued operations and former businesses, certain of which are unrelated to our existing business, including leases, guarantees, environmental liabilities, liabilities related to the pensions and medical expenses of retirees, asbestos liabilities, contractual disputes and other pending and threatened litigation. We cannot be assured that our accruals for these matters are sufficient to cover these liabilities in their entirety or any one of these liabilities when it becomes due or at what point any of these liabilities may come due. Therefore, there can be no assurances that these liabilities will not have a material adverse effect on our financial condition, operating performance or cash flows.


I-30

                                                
Risks Relating to Human Capital

The loss of existing or inability to hire new key employees or secure creative talent could adversely affect our business, financial condition or results of operations

Our business depends upon the continued efforts, abilities and expertise of our executives and other employees and the creative talent with whom we work. We compete for executives in highly specialized and evolving industries (including streaming) and our ability to attract, retain and engage such individuals may be impacted by our reputation, workplace culture, efforts with respect to DE&I and ESG matters, the compensation and benefits we provide, and our commitment to effectively managing executive succession. We also employ or contract with entertainment personalities with loyal audiences and produce films with highly regarded directors, producers, writers, actors and other creative talent in highly competitive markets. Our ability to attract and retain these individuals will similarly be impacted by our reputation, culture and efforts with respect to DE&I and ESG matters. These individuals are important to attracting viewers and the success of our programs, films and other content. There can be no assurance that these individuals will remain with us or will retain their current appeal, or that the costs associated with retaining them or new talent will be reasonable. If we fail to retain or attract new key employees or creative talent, our business, financial condition or results of operations could be adversely affected.

We and our business partners also engage the services of writers, directors, actors, musicians and other creative talent, production crew members, trade employees, professional athletes and others who are subject to collective bargaining agreements. Any labor disputes, including lockouts, strikes or work stoppages, may disrupt our operations and cause delays in the production of our programming, which could increase our costs and have an adverse effect on our revenues, cash flows and/or operating income.

Risks Relating to our Ownership Structure

NAI, through its voting control of the Company, is in a position to control actions that require stockholder approval

NAI, through its direct and indirect ownership of our Class A Common Stock, has voting control of the Company. As of December 31, 2021, NAI directly or indirectly owned approximately 77.4% of our voting Class A Common Stock and approximately 9.7% of our Class A Common Stock and non-voting Class B Common Stock on a combined basis. NAI is controlled by the Sumner M. Redstone National Amusements Part B General Trust (the “General Trust”), which owns 80% of the voting interest of NAI and acts by majority vote of seven voting trustees (subject to certain exceptions), including with respect to the NAI shares held by the General Trust. Shari E. Redstone, Chairperson, CEO and President of NAI and non-executive Chair of our Board of Directors, is one of the seven voting trustees for the General Trust and is one of two voting trustees who are beneficiaries of the General Trust. No member of our management or other member of our Board of Directors is a trustee of the General Trust.

NAI is in a position to control the outcome of corporate actions that require, or may be accomplished by, stockholder approval, including amending our bylaws, the election or removal of directors and transactions involving a change of control. For example, our bylaws provide that:

the affirmative vote of not less than a majority of the aggregate voting power of all outstanding shares of our capital stock then entitled to vote generally in an election of directors, voting together as a single class, is required for our stockholders to amend, alter, change, repeal or adopt any of our bylaws;

any or all of our directors may be removed from office at any time prior to the expiration of his or her term of office, with or without cause, only by the affirmative vote of the holders of record of outstanding shares representing at least a majority of all the aggregate voting power of outstanding shares of our Common Stock then entitled to vote generally in the election of directors, voting together as a single class at a special meeting of our stockholders called expressly for that purpose; and

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in accordance with the General Corporation Law of the State of Delaware, our stockholders may act by written consent without a meeting if such stockholders hold the number of shares representing not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted.

Accordingly, our stockholders who may have different interests are unable to affect the outcome of any such corporate actions for so long as NAI retains voting control.

Sales of NAI’s shares of our Common Stock, some of which are pledged to lenders, could adversely affect the stock price

Based on information received from NAI, NAI has pledged to its lenders a portion of shares of our Class A Common Stock and our Class B Common Stock owned directly or indirectly by NAI. As of December 31, 2021, the aggregate number of shares of our Common Stock pledged by NAI to its lenders represented approximately 3.9% of the total outstanding shares of our Class A Common Stock and our Class B Common Stock on a combined basis. If there is a default on NAI’s debt obligations and the lenders foreclose on the pledged shares, the lenders may not effect a transfer, sale or disposition of any pledged shares of our Class A Common Stock unless NAI and its affiliates beneficially own 50% or less of our Class A Common Stock then outstanding or such shares have first been converted into our Class B Common Stock. A sale of the pledged shares could adversely affect our Common Stock share price. In addition, there can be no assurance that at some future time NAI will not sell or pledge additional shares of our Common Stock, which could adversely affect our Common Stock share price.

Item 1B.
Unresolved Staff Comments.

Not applicable.

Item 2.
Properties.

Our significant physical properties are described below. In addition, we own and lease office, studio, production and warehouse space and broadcast, antenna and satellite transmission facilities throughout the U.S. and around the world for our businesses. We consider our properties adequate for our present needs.

Our global headquarters is located at 1515 Broadway, New York, New York, where we lease approximately 1.6 million square feet for executive, administrative and business offices, and production space for the Company and certain of our operating divisions. The lease runs through 2031, with two renewal options based on market rates at the time of renewal for ten years each.

We occupy approximately 284,000 square feet of office and administrative space at 51 West 52nd Street, New York, New York under a lease expiring in 2023 for the majority of the space and in 2024 for the remainder of the space.

TV Entertainment

We own the CBS Broadcast Center complex located on approximately 3.7 acres at 524 West 57th Street, New York, New York, which consists of approximately 860,000 square feet of office, studio and production space.

At the Radford Studio Lot in Studio City, California (formerly known as the CBS Studio Center), we occupy (i) approximately 125,000 square feet of office, studio and production space for the operations of KCAL-TV, KCBS-TV and the CBS News Bureau under a lease expiring in 2031 and (ii) approximately 150,000 square feet of office and administrative space under a lease expiring in December 2022.


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We occupy approximately 330,000 square feet of office and production space at 555 West 57th Street, New York, New York, under a lease expiring in 2023.

Cable Networks

We occupy approximately 281,000 square feet of office and production space at 345 Hudson Street, New York, New York, under a lease expiring in October 2022.

We occupy approximately 210,000 square feet of office and production space at 1575 North Gower Street, Los Angeles, California, under a lease expiring in 2028.

We own and occupy our Cloud Control Center and Network Operations Center, both located in Hauppauge, New York, containing, in the aggregate, approximately 170,000 square feet of floor space on approximately 22 acres of land.

The Nickelodeon Animation Studio at 203-231 West Olive Avenue, Burbank, California contains approximately 180,000 square feet of studio and office space, leased under two leases expiring in 2036.

Nickelodeon’s Live Action Studio contains approximately 108,000 square feet of stage and office space at Burbank Studios, 3000 West Alameda Avenue, Burbank, California, under a lease expiring in 2024.

Showtime Networks leases approximately 253,000 square feet of office and production space at 1633 Broadway, New York, New York, under a lease expiring in 2026 and leases approximately 56,000 square feet of office space at The Lot, 1041 N. Formosa Avenue, West Hollywood, California, under a lease expiring in 2028.

Telefe occupies approximately 375,000 square feet at its owned and leased facilities in Buenos Aires, Argentina, for the purposes of office, studio and production spaces, transmission facilities and other ancillary uses.

Chilevisión occupies approximately 187,098 square feet of leased space in Santiago, Chile, for the purposes of offices, technical areas, warehouses and other ancillary uses.

VCNI occupies approximately 140,000 square feet of office, studio and production space at its owned and leased Hawley Crescent facilities in London.

Network 10 leases approximately 118,000 square feet of office, studio, production and storage space at 1 Saunders Street, Pyrmont, New South Wales, Australia, under a lease expiring in 2033.

Filmed Entertainment

Paramount owns the Paramount Pictures Studio lot situated at 5555 Melrose Avenue, Los Angeles, California, located on approximately 62 acres of land, and containing approximately 1.85 million square feet of floor space used for executive, administrative and business offices, sound stages, production facilities, theatres, equipment facilities and other ancillary uses.



I-33

                                                
Item 3.
Legal Proceedings.

The information set forth under the caption “Legal Matters” in Note 20 to the consolidated financial statements in “Item 8. Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements” is incorporated herein by reference.

Item 4.
Mine Safety Disclosures.

Not applicable.

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Part II
Item 5.
Market for ViacomCBS Inc.’s Common Equity, Related Stockholder Matters and Purchases of Equity Securities.
Our voting Class A Common Stock and non-voting Class B Common Stock are listed and traded on The Nasdaq Stock Market LLC under the symbols “VIACA” and “VIAC,” respectively.

We declared a quarterly cash dividend on our Class A and Class B Common Stock during each of the quarters of 2021 and 2020. During each of the years ended December 31, 2021 and 2020, we declared total per share dividends of $.96, resulting in total annual dividends of $625 million and $601 million, respectively. On December 19, 2019, we declared a quarterly cash dividend of $.24 per share on our Class A and Class B Common Stock, resulting in total dividends of $150 million. Prior to Viacom Inc. (“Viacom”) merging with and into CBS Corporation (“CBS”) (the “Merger”), Viacom and CBS each declared a quarterly cash dividend during each of the first three quarters of 2019. During the first three quarters of 2019, CBS declared total per share dividends of $.54, resulting in total dividends of $205 million. During the first three quarters of 2019, Viacom declared total per share dividends of $.60, resulting in total dividends of $245 million.

During each of the third and fourth quarters of 2021, we declared quarterly cash dividends of $1.4375 per share on our 5.75% Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”). During the second quarter of 2021, we declared a cash dividend of $1.5493 per share on our Mandatory Convertible Preferred Stock, representing a dividend period from March 26, 2021 through July 1, 2021. Accordingly, we recorded dividends on the Mandatory Convertible Preferred Stock of $44.2 million during the year ended December 31, 2021.

On February 10, 2022, we declared a quarterly cash dividend of $.24 per share on our Class A and Class B Common Stock, payable on April 1, 2022.  We currently expect to continue to pay a regular cash dividend to our common stockholders. At the same time, we also declared a quarterly cash dividend of $1.4375 per share on our Mandatory Convertible Preferred Stock, payable on April 1, 2022.

In November 2010, we announced that our Board of Directors approved a program to repurchase $1.5 billion of our common stock in open market purchases or other types of transactions (including accelerated stock repurchases or privately negotiated transactions). Since then, various increases totaling $16.4 billion have been approved and announced, including most recently, an increase to the share repurchase program to a total availability of $6.0 billion on July 28, 2016. During the fourth quarter of 2021, we did not purchase any shares of our common stock. Our publicly announced share repurchase program had remaining authorization of $2.36 billion at December 31, 2021.

As of February 10, 2022, there were approximately 2,007 record holders of our Class A Common Stock and approximately 28,121 record holders of our Class B Common Stock.
II-1

                                                
Performance Graph
The following graph compares the cumulative total stockholder return of our Class A and Class B Common Stock with the cumulative total return on the companies listed in the Standard & Poor’s 500 Stock Index (“S&P 500”) and the Standard & Poor’s 500 Media and Entertainment Industry Group Index (“S&P 500 Media and Entertainment Index”).

The performance graph assumes $100 invested on December 31, 2016 in each of our Class A and Class B Common Stock, the S&P 500, and the S&P 500 Media and Entertainment Index, including reinvestment of dividends, through the calendar year ended December 31, 2021.

Total Cumulative Stockholder Return
For Five-Year Period Ended December 31, 2021
viac-20211231_g4.jpg
December 31,201620172018201920202021
Class A Common Stock$100$93$69$72$63$57
Class B Common Stock$100$94$70$69$64$53
S&P 500$100$122$116$153$181$233
S&P 500 Media & Entertainment Index$100$107$95$127$167$211

II-2

                                                
Item 7.Management’s Discussion and Analysis of Results of Operations and Financial Condition.
(Tabular dollars in millions, except per share amounts)
Management’s discussion and analysis of the results of operations and financial condition of ViacomCBS 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 to ViacomCBS Inc. and its consolidated subsidiaries, unless the context otherwise requires. Effective February 16, 2022, we are changing our name to Paramount Global.

Significant components of management’s discussion and analysis of results of operations and financial condition include:
Overview—Summary of our business and operational highlights.
Consolidated Results of Operations—Analysis of our results on a consolidated basis for the years ended December 31, 2021 and 2020, including a comparison of 2021 to 2020. Analysis of our results on a consolidated basis for the year ended December 31, 2019, including a comparison of 2020 to 2019, is included in our Annual Report on Form 10-K for the year ended December 31, 2020.
Segment Results of Operations—Analysis of our results on a reportable segment basis for the years ended December 31, 2021 and 2020, including a comparison of 2021 to 2020. Analysis of our results on a reportable segment basis for the year ended December 31, 2019, including a comparison of 2020 to 2019, is included in our Annual Report on Form 10-K for the year ended December 31, 2020.
Liquidity and Capital Resources—Discussions of our cash flows, including sources and uses of cash, for the years ended December 31, 2021 and 2020, and our outstanding debt. Discussion of our cash flows for the year ended December 31, 2019 is included in our Annual Report on Form 10-K for the year ended December 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.



II-3




Management’s Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Overview
Operational Highlights 2021 vs. 2020
Consolidated results of operationsIncrease/(Decrease)
Year Ended December 31,20212020$%
GAAP:
Revenues$28,586 $25,285 $3,301 13 %
Operating income$6,297 $4,139 $2,158 52 %
Net earnings from continuing operations
attributable to ViacomCBS
$4,381 $2,305 $2,076 90 %
Diluted EPS from continuing operations
attributable to ViacomCBS
$6.69 $3.73 $2.96 79 %
Non-GAAP: (a)
Adjusted OIBDA$4,444 $5,132 $(688)(13)%
Adjusted net earnings from continuing operations
attributable to ViacomCBS
$2,292 $2,595 $(303)(12)%
Adjusted diluted EPS from continuing operations
attributable to ViacomCBS
$3.48 $4.20 $(.72)(17)%
(a) Certain items identified as affecting comparability are excluded in non-GAAP results. See “Reconciliation of Non-GAAP Measures” for details of these items and reconciliations of non-GAAP results to the most directly comparable financial measures in accordance with accounting principles generally accepted in the United States (“GAAP”).
For 2021, revenues increased 13% to $28.59 billion from $25.29 billion in 2020, reflecting growth in all revenue streams. The increase was led by 64% higher streaming revenues, with growth across our streaming services, and an 11% increase in advertising revenues. The advertising revenue growth is principally the result of CBS’ broadcasts of Super Bowl LV and NCAA Division I Men’s Basketball Championship (the “NCAA Tournament”) games, which contributed 9-percentage points of the increase and for which there were no comparable broadcasts on CBS in 2020. We have the rights to broadcast the Super Bowl on a rotational basis with other networks, and the 2020 NCAA Tournament was cancelled as a result of the coronavirus pandemic (“COVID-19”). Affiliate revenues grew 5%, driven by expanded distribution for our domestic cable networks and growth in fees received from television stations affiliated with the CBS Television Network (“reverse compensation”). Licensing and other revenues also increased 5%, primarily reflecting a higher volume of licensing, including from the timing of program availabilities, partially offset by the benefit to the prior year from the licensing of the domestic streaming rights to South Park. Theatrical revenues were up 34%, as a result of a higher number of theatrical releases in 2021, reflecting the impact on 2020 from the closure or reduced capacity of movie theaters in response to COVID-19.

Operating income for 2021 increased 52% to $6.30 billion from $4.14 billion in 2020. This comparison was impacted by items identified as affecting comparability, including gains on sales in 2021 of $2.34 billion, principally reflecting gains on real estate sales of $2.23 billion; a gain on sale of $214 million in 2020; restructuring charges in each period; and in 2020, costs for other corporate matters, programming charges and impairment charges. Adjusted OIBDA decreased 13%, as revenue growth was more than offset by higher costs, principally from an increased investment in our streaming services, the timing of production as the prior year was impacted by shutdowns as a result of COVID-19, and the broadcast of noncomparable sporting events in 2021.

For 2021, net earnings from continuing operations attributable to ViacomCBS and diluted EPS from continuing operations increased 90% and 79%, respectively, from 2020. These comparisons were impacted by items identified as affecting comparability, including the aforementioned items impacting operating income, and in each period, a loss on extinguishment of debt, gains from investments, and discrete tax items. Adjusted net earnings
II-4




Management’s Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

from continuing operations attributable to ViacomCBS and adjusted diluted EPS decreased 12% and 17%, respectively, reflecting lower Adjusted OIBDA partially offset by the impact in the prior year from the noncontrolling interest’s share of profit from the licensing of South Park. Additionally, diluted EPS and adjusted diluted EPS for 2021 were each impacted by the 2021 stock issuances discussed below, which negatively impacted reported diluted EPS by $.26 and adjusted diluted EPS by $.16.

Stock Offerings
On March 26, 2021, we completed offerings of 20 million shares of our Class B Common Stock at a price to the public of $85 per share and 10 million shares of 5.75% Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”) at a price to the public and liquidation preference of $100 per share. The net proceeds from the Class B Common Stock offering and the Mandatory Convertible Preferred Stock offering were approximately $1.67 billion and $983 million, respectively, in each case after deducting underwriting discounts, commissions and estimated offering expenses. We have used and intend to continue to use the net proceeds for general corporate purposes, including investments in streaming.

Reconciliation of Non-GAAP Measures
Results for the years ended December 31, 2021 and 2020 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 to ViacomCBS, and adjusted diluted EPS from continuing operations (together, the “adjusted measures”) exclude the impact of these items and are measures of performance not calculated in accordance with 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 to ViacomCBS or diluted EPS from continuing operations, as applicable, as indicators of operating performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies.

II-5




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 31,20212020
Operating income (GAAP)$6,297 $4,139 
Depreciation and amortization (a)
390 430 
Restructuring and other corporate matters (b)
100 618 
Programming charges (b)
— 159 
Net gain on sales (b)
(2,343)(214)
Adjusted OIBDA (Non-GAAP)$4,444 $5,132 
(a) 2020 includes an impairment charge for FCC licenses of $25 million and accelerated depreciation of $12 million for technology that was abandoned in connection with synergy plans related to the merger of Viacom Inc. with and into CBS Corporation (the “Merger”).
(b) See notes on the following tables for additional information on items affecting comparability.
Year Ended December 31, 2021
Earnings from Continuing Operations Before Income Taxes Provision for Income TaxesNet Earnings from Continuing Operations Attributable to ViacomCBSDiluted EPS from Continuing Operations
Reported (GAAP)$5,206 $(646)$4,381 $6.69 
Items affecting comparability:
Restructuring and other corporate matters (a)
100 (25)75 .11 
Net gain on sales (b)
(2,343)592 (1,751)(2.67)
Gains from investments (c)
(47)11 (36)(.05)
Loss on extinguishment of debt128 (30)98 .15 
Pension settlement charge (d)
10 (2).01 
Discrete tax items (e)
— (517)(517)(.79)
Impairment of equity-method investment,
    net of tax
— — 34 .05 
Impact of antidilution of Mandatory
   Convertible Preferred Stock (f)
— — — (.02)
Adjusted (Non-GAAP)$3,054 $(617)$2,292 $3.48 
(a) Reflects severance costs associated with changes in management at certain of our businesses and the impairment of lease assets in connection with cost transformation initiatives related to the Merger.
(b) Primarily reflects gains on the sales of CBS Studio Center, 51 West 52nd Street, an office tower that was formerly the headquarters of CBS (“51 West 52nd Street”), and a noncore trademark licensing operation.
(c) Primarily reflects a gain of $37 million on the sale of an investment and a gain of $9 million from an increase in the fair value of an investment that was sold during the third quarter of 2021.
(d) Reflects the accelerated recognition of a portion of the unamortized actuarial losses due to the volume of lump sum benefit payments in one of our pension plans.
(e) Primarily reflects a benefit of $260 million to remeasure our United Kingdom (“U.K.”) net deferred income tax asset as a result of the enactment of an increase in the U.K. corporate income tax rate from 19% to 25% beginning April 1, 2023, a benefit of $229 million from the recognition of a capital loss associated with a change in the tax entity classification of a foreign subsidiary, as well as a net tax benefit in connection with the settlement of income tax audits.
(f) The weighted average number of common shares outstanding used in the calculation of reported diluted EPS from continuing operations were 655 million and in the calculation of adjusted diluted EPS from continuing operations were 646 million. These amounts differ because adjusted diluted EPS excludes the effect of the assumed conversion of our Mandatory Convertible Preferred Stock into shares of common stock since the impact would have been antidilutive. As a result, in the calculation of adjusted diluted EPS, the weighted average number of diluted shares outstanding does not include the assumed issuance of shares upon conversion of preferred stock, and preferred stock dividends recorded during the year ended December 31, 2021 of $44 million are deducted from net earnings from continuing operations.
II-6




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, 2020
Earnings from Continuing Operations Before Income Taxes Provision for Income TaxesNet Earnings from Continuing Operations Attributable to ViacomCBSDiluted EPS from 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).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 debt126 (29)97 .16 
Discrete tax items (g)
— (110)(110)(.18)
Impairment of equity-method investment,
    net of tax
— — .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 that was classified as held for sale.
(b) Reflects a charge to reduce the carrying values of FCC licenses in two markets to their fair values.
(c) Reflects accelerated depreciation for technology that was abandoned in connection with synergy plans related to the Merger.
(d) 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 CNET Media Group (“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 our U.K. net deferred income tax asset as a result of an increase in the U.K. corporate income tax rate from 17% to 19% enacted during the third quarter of 2020.
Consolidated Results of Operations - 2021 vs. 2020
Revenues
Beginning in the first quarter of 2021, we changed the categories we use to disaggregate revenues to include streaming revenues in order to align with management’s increased focus on this revenue stream. Streaming revenues are comprised of streaming advertising and streaming subscription revenues. Streaming advertising revenues are earned from advertisements on our pay and free streaming services, including Paramount+ and Pluto TV, and from digital video advertisements on our websites and in our video content on third-party platforms (“other digital video platforms”). Streaming subscription revenues include fees for our pay streaming services, including Paramount+, Showtime Networks’ premium subscription streaming service (“Showtime OTT”), BET+ and Noggin, as well as premium subscriptions to access certain video content on our websites. Accordingly, our advertising and affiliate revenue categories exclude revenues earned by our streaming services and on other digital video platforms. The prior year has been reclassified to conform to this presentation.
II-7




Management’s Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Revenues by Type% of Total% of TotalIncrease/(Decrease)
Year Ended December 31,2021Revenues2020Revenues$%
Advertising (a)
$9,267 32 %$8,333 33 %$934 11 %
Affiliate (b)
8,394 29 8,023 32 371 
Streaming4,193 15 2,561 10 1,632 64 
Theatrical241 180 61 34 
Licensing and other6,491 23 6,188 24 303 
Total Revenues$28,586 100 %$25,285 100 %$3,301 13 %
(a) Excludes streaming advertising revenues.
(b) Excludes streaming subscription revenues.
Advertising
Advertising revenues are generated primarily from the sale of advertising spots on our global broadcast and cable networks and television stations. For 2021, the 11% increase in advertising revenues was driven by the benefit in 2021 from CBS’ broadcasts of Super Bowl LV and NCAA Tournament games for which there were no comparable broadcasts on CBS in 2020, and an improved advertising market, driven by higher pricing and demand, compared with 2020, which was negatively impacted by COVID-19. We have the rights to broadcast the Super Bowl and the national semi-finals and championship games of the NCAA Tournament on a rotational basis with other networks, including in 2021. Additionally, while we share the games in the preceding rounds of the NCAA Tournament with Turner Broadcasting System, Inc. (“Turner”) each year, COVID-19 caused the cancellation of the NCAA Tournament in 2020. These noncomparable sporting events contributed 9-percentage points of the advertising revenue increase for 2021. The above-mentioned increases were partially offset by lower linear impressions for our domestic networks; lower political advertising sales, reflecting the benefit to 2020 from the U.S. Presidential election; and the absence of CMG as a result of its sale in the fourth quarter of 2020, which negatively impacted the comparison by 1-percentage point.

In March 2021, we reached an agreement with the National Football League (“NFL”) to extend our rights to broadcast American Football Conference (AFC) regular season and post-season games, which include wildcard, divisional playoff and championship games, on the CBS Television Network and to stream these games live on Paramount+. The contract begins with the 2023 season and extends through the 2033 season, and includes the rights to the Super Bowl in 2024, 2028 and 2032, as well as certain expanded rights across our networks and platforms. The NFL has a one-time right to terminate the agreement after the 2029 season.

In 2022, the advertising revenue comparison will be negatively impacted by the absence of the Super Bowl and semi-finals and championship games of the NCAA Tournament, which will be carried by other networks, reflecting the above-mentioned rotational nature of the rights to broadcast these tentpole sporting events. However, comparability in 2022 will benefit from higher political advertising revenues, mainly in the second half of the year, driven by mid-term elections.

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”), reverse compensation, and fees for authorizing the MVPDs’ and vMVPDs’ carriage of our owned television stations (“retransmission fees”). For 2021, affiliate revenues increased 5% as a result of growth in reverse compensation and retransmission fee revenues; and higher cable affiliate fees, reflecting the benefit from the launch of our basic cable networks in June 2020 and April 2021 on two vMVPDs,
II-8




Management’s Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

rate increases, and revenues from pay-per-view boxing events, partially offset by the impact of subscriber declines.

Streaming
Streaming Revenues by TypeIncrease/(Decrease)
Year Ended December 31,20212020$%
Advertising$2,145 $1,418 $727 51 %
Subscription 2,048 1,143 905 79 
Total Streaming Revenues$4,193 $2,561 $1,632 64 %
For 2021, streaming advertising revenues grew 51% driven by higher advertising on our streaming services, Pluto TV and Paramount+, as well as growth on our other digital video platforms. Global monthly active users (“MAUs”), which reflect the number of unique devices interacting with the Pluto TV service in a calendar month, increased 21.3 million to 64.4 million for December 2021 from 43.1 million for December 2020.

Streaming subscription revenues increased 79% reflecting subscriber growth, which was led by Paramount+, which benefited from film releases, including A Quiet Place Part II and PAW Patrol: The Movie; new original scripted dramas, including 1883 and Mayor of Kingstown; NFL games; and launches in international markets. Revenue growth also benefited from subscriber increases for Showtime OTT and BET+. Global streaming subscribers increased 26.2 million to 56.1 million at December 31, 2021 from 29.9 million at December 31, 2020. Global streaming subscribers include customers with access to our domestic or international streaming services, either directly through our owned and operated apps and websites, or through third-party distributors. Our subscribers include paid subscriptions and those customers registered in a free trial, and subscribers are considered unique to each of our services, whether offered individually or as part of a bundle.

Theatrical
Theatrical revenues are principally earned from the worldwide theatrical distribution of films through audience ticket sales. For 2021, the 34% increase in theatrical revenues reflects the benefit from current year releases including A Quiet Place Part II and PAW Patrol: The Movie, while the prior year was impacted by the closure or reduced capacity of movie theaters in response to COVID-19, following the release of Sonic the Hedgehog in the first quarter of 2020, and throughout the remainder of the year.

Licensing and Other
Licensing and other revenues are principally comprised of fees from the licensing of the rights to exhibit our internally-produced television and film programming on various platforms in the secondary market after its initial exhibition on our owned or third-party platforms; license fees from content produced for third parties; home entertainment revenues, which include revenues from the viewing of our content on a transactional basis through transactional video-on-demand (TVOD) and electronic sell-through services, and the sale and distribution of our content through DVDs and Blu-ray discs to wholesale and retail partners; fees from the use of our trademarks and brands for consumer products, recreation and live events; fees from the distribution of third-party programming; and revenues from the rental of production facilities. For 2021, licensing and other revenues increased 5%, reflecting a higher volume of licensing, including from the timing of program availabilities as a result of production shutdowns in 2020 because of COVID-19, and increased licensing for consumer products. These increases were partially offset by the benefit to the prior year from the licensing of the domestic streaming rights to South Park.

II-9




Management’s Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Operating Expenses
% of% of
Operating Expenses by TypeOperatingOperatingIncrease/(Decrease)
Year Ended December 31,2021Expenses2020Expenses$%
Production and programming$12,672 71 %$10,204 68 %$2,468 24 %
Participations and residuals2,031 12 1,729 12 302 17 
Programming charges— — 159 (159)n/m
Distribution and other3,041 17 2,900 19 141 
Total Operating Expenses$17,744 100 %$14,992 100 %$2,752 18 %
n/m - not meaningful
Production and Programming
Production and programming expenses reflect the amortization of costs of internally-produced television and theatrical film content; amortization of acquired program rights; and other television production costs, including on-air talent. For 2021, the increase of 24% was primarily a result of an increased investment in content for our streaming services; the timing of production, as the prior year was impacted by shutdowns as a result of COVID-19; and higher sports programming costs, principally associated with noncomparable sporting events.

Participations and Residuals
Participation and residual costs primarily include expenses relating to amounts owed to talent and other participants in our content pursuant to contractual and collective bargaining arrangements. For 2021, participation and residual costs increased 17% primarily as a result of the increase in licensing revenues in 2021 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.

Distribution and Other
Distribution and other operating expenses primarily include costs relating to the distribution of our content, including print and advertising for theatrical releases and costs paid to third-party distributors; compensation; revenue-sharing costs to television stations affiliated with the CBS Television Network; and other ancillary and overhead costs associated with our operations. For 2021, the 5% increase was a result of cost increases associated with the growth of our streaming services.

Selling, General and Administrative Expenses
Increase/(Decrease)
Year Ended December 31,20212020$%
Selling, general and administrative expenses$6,398 $5,320 $1,078 20 %
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 20% increase in SG&A expenses was driven by advertising, marketing and other cost increases to support the growth
II-10




Management’s Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

and expansion of our streaming services, including the launch of Paramount+. The increase also reflects higher advertising and marketing costs to promote the increased level of original programming in 2021.

Depreciation and Amortization
Increase/(Decrease)
Year Ended December 31,20212020$%
Depreciation and amortization$390 $430 $(40)(9)%
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 the TV Entertainment segment to write down the carrying values of FCC licenses in two markets to their fair values and accelerated depreciation of $12 million resulting from the abandonment of technology in connection with synergy plans related to the Merger.

Restructuring and Other Corporate Matters
During the years ended December 31, 2021 and 2020, we recorded the following costs associated with restructuring and other corporate matters.
Year Ended December 31,20212020
Severance$65 $472 
Exit costs and other35 70 
Restructuring charges100 542 
Merger-related costs— 56 
Other corporate matters— 20 
Restructuring and other corporate matters$100 $618 
During the year ended December 31, 2021, we recorded restructuring charges of $100 million. These charges include $65 million of severance costs, including the accelerated vesting of stock-based compensation, primarily associated with changes in management at certain of our businesses. The charges also include $35 million for the impairment of lease assets that we determined we will not use and began actively marketing for sublease. This determination was made in connection with cost-transformation initiatives related to the Merger. The impairment is the result of a decline in market conditions since inception of these leases and reflects the difference between the estimated fair values, which were determined based on the expected discounted future cash flows of the lease assets, and the carrying values.

During the year ended December 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 consisted of severance costs, including the accelerated vesting of stock-based compensation, as well as costs resulting from the termination of contractual obligations and charges associated with the exit of leases. 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, which was classified as held for sale in 2020, to its fair value less costs to sell.

II-11




Management’s Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Net Gain on Sales
During 2021, we completed the sale of 51 West 52nd Street to Harbor Group International, LLC, for $760 million. This transaction resulted in a pre-tax gain during the fourth quarter of 2021 of $523 million.

Also in 2021, we completed the sale of CBS Studio Center to Hackman Capital Partners, LLC and Square Mile Capital Management, LLC for $1.85 billion. This transaction resulted in a pre-tax gain during the fourth quarter of 2021 of $1.70 billion.

In addition, during 2021 we recognized a pre-tax net gain of $117 million, principally relating to the sale of a noncore trademark licensing operation.

In 2020, we completed the sale of CMG to Red Ventures for $484 million. This transaction resulted in a pre-tax gain of $214 million.

Interest Expense and Interest Income
Increase/(Decrease)
Year Ended December 31,20212020$%