XML 175 R13.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Restructuring, Programming Charges and Other Corporate Matters
 12 Months Ended
Dec. 31, 2019
Restructuring Charges [Abstract]  
Restructuring, Programming Charges and Other Corporate Matters
5) RESTRUCTURING, PROGRAMMING CHARGES AND OTHER CORPORATE MATTERS
During the years ended December 31, 2019, 2018 and 2017, we recorded restructuring charges, merger-related costs, programming charges and costs for other corporate matters as follows:

Year Ended December 31,
2019
 
2018
 
2017
Severance
$
401

 
$
235

 
$
224

Exit costs and other
23

 
75

 
12

Asset impairment
—

 
—

 
22

Restructuring charges
424

 
310

 
258

Restructuring-related costs
—

 
52

 
—

Merger-related costs
294

 
—

 
—

Other corporate matters
57

 
128

 
—

Restructuring and other corporate matters
$
775

 
$
490

 
$
258

 
 
 
 
 
 
Programming charges
$
589

 
$
162

 
$
144



Restructuring Charges and Related Costs

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

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

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

The following is a rollforward of our restructuring liability, which is recorded in “Other current liabilities” and “Other liabilities” in the Consolidated Balance Sheets. The remaining restructuring liability at December 31, 2019, which primarily relates to severance payments, is expected to be substantially paid by the end of 2021.
 
Balance at
 
2019 Activity
 
Balance at
 
December 31, 2018
 
Charges (a)
 
Payments
 
Other
 
December 31, 2019
TV Entertainment
 
$
54

 
 
$
93


 
$
(82
)
 
 
$
(1
)
 
 
$
64

 
Cable Networks
 
151

 
 
93

 
 
(104
)
 
 
(7
)
 
 
133

 
Filmed Entertainment
 
22

 
 
8

 
 
(12
)
 
 
(1
)
 
 
17

 
Publishing
 
2

 
 
6


 
(4
)
 
 
—

 
 
4

 
Corporate
 
57

 
 
157


 
(32
)
 
 
—

 
 
182

 
Total
 
$
286

 
 
$
357

 
 
$
(234
)
 
 
$
(9
)
 
 
$
400

 
 
Balance at
 
2018 Activity
 
Balance at
 
December 31, 2017
 
Charges (a)
 
Payments
 
Other
 
December 31, 2018
TV Entertainment
 
$
50

 
 
$
45

 
 
$
(40
)
 
 
$
(1
)
 
 
$
54

 
Cable Networks
 
91

 
 
185

 
 
(117
)
 
 
(8
)
 
 
151

 
Filmed Entertainment
 
32

 
 
18

 
 
(28
)
 
 
—

 
 
22

 
Publishing
 
3

 
 
1

 
 
(2
)
 
 
—

 
 
2

 
Corporate
 
37

 
 
53

 
 
(32
)
 
 
(1
)
 
 
57

 
Total
 
$
213

 
 
$
302

 

$
(219
)
 
 
$
(10
)
 
 
$
286

 

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

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

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

Programming Charges
During 2019, in connection with the Merger, we implemented management changes across the organization. In connection with these changes, we performed an evaluation of our programming portfolio across all of our businesses, including an assessment of the optimal use of our programming in the marketplace, which resulted in the identification of programs not aligned with management’s strategy. As a result, we recorded programming charges of $589 million principally reflecting accelerated amortization associated with changes in the expected monetization of certain programs, and decisions to cease airing, alter future airing patterns or not renew certain programs.
During 2018, in connection with management changes, we recorded programming charges of $162 million, relating to changes to our programming strategy, including at CBS Films, which shifted its focus from theatrical films to developing content for our digital streaming services, as well as at our Cable Networks segment where we ceased the use of certain programming.
During 2017, we recorded programming charges of $144 million associated with management’s decision to cease use of certain original and acquired programming, in connection with the execution of a strategy for certain of our flagship brands and strategic initiatives at Paramount.
The programming charges for 2019, 2018, and 2017 were included within “Operating expenses” in the Consolidated Statements of Operations.
Restructuring, Programming Charges and Other Corporate Matters
5) RESTRUCTURING, PROGRAMMING CHARGES AND OTHER CORPORATE MATTERS
During the years ended December 31, 2019, 2018 and 2017, we recorded restructuring charges, merger-related costs, programming charges and costs for other corporate matters as follows:

Year Ended December 31,
2019
 
2018
 
2017
Severance
$
401

 
$
235

 
$
224

Exit costs and other
23

 
75

 
12

Asset impairment
—

 
—

 
22

Restructuring charges
424

 
310

 
258

Restructuring-related costs
—

 
52

 
—

Merger-related costs
294

 
—

 
—

Other corporate matters
57

 
128

 
—

Restructuring and other corporate matters
$
775

 
$
490

 
$
258

 
 
 
 
 
 
Programming charges
$
589

 
$
162

 
$
144



Restructuring Charges and Related Costs

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

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

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

The following is a rollforward of our restructuring liability, which is recorded in “Other current liabilities” and “Other liabilities” in the Consolidated Balance Sheets. The remaining restructuring liability at December 31, 2019, which primarily relates to severance payments, is expected to be substantially paid by the end of 2021.
 
Balance at
 
2019 Activity
 
Balance at
 
December 31, 2018
 
Charges (a)
 
Payments
 
Other
 
December 31, 2019
TV Entertainment
 
$
54

 
 
$
93


 
$
(82
)
 
 
$
(1
)
 
 
$
64

 
Cable Networks
 
151

 
 
93

 
 
(104
)
 
 
(7
)
 
 
133

 
Filmed Entertainment
 
22

 
 
8

 
 
(12
)
 
 
(1
)
 
 
17

 
Publishing
 
2

 
 
6


 
(4
)
 
 
—

 
 
4

 
Corporate
 
57

 
 
157


 
(32
)
 
 
—

 
 
182

 
Total
 
$
286

 
 
$
357

 
 
$
(234
)
 
 
$
(9
)
 
 
$
400

 
 
Balance at
 
2018 Activity
 
Balance at
 
December 31, 2017
 
Charges (a)
 
Payments
 
Other
 
December 31, 2018
TV Entertainment
 
$
50

 
 
$
45

 
 
$
(40
)
 
 
$
(1
)
 
 
$
54

 
Cable Networks
 
91

 
 
185

 
 
(117
)
 
 
(8
)
 
 
151

 
Filmed Entertainment
 
32

 
 
18

 
 
(28
)
 
 
—

 
 
22

 
Publishing
 
3

 
 
1

 
 
(2
)
 
 
—

 
 
2

 
Corporate
 
37

 
 
53

 
 
(32
)
 
 
(1
)
 
 
57

 
Total
 
$
213

 
 
$
302

 

$
(219
)
 
 
$
(10
)
 
 
$
286

 

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

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

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

Programming Charges
During 2019, in connection with the Merger, we implemented management changes across the organization. In connection with these changes, we performed an evaluation of our programming portfolio across all of our businesses, including an assessment of the optimal use of our programming in the marketplace, which resulted in the identification of programs not aligned with management’s strategy. As a result, we recorded programming charges of $589 million principally reflecting accelerated amortization associated with changes in the expected monetization of certain programs, and decisions to cease airing, alter future airing patterns or not renew certain programs.
During 2018, in connection with management changes, we recorded programming charges of $162 million, relating to changes to our programming strategy, including at CBS Films, which shifted its focus from theatrical films to developing content for our digital streaming services, as well as at our Cable Networks segment where we ceased the use of certain programming.
During 2017, we recorded programming charges of $144 million associated with management’s decision to cease use of certain original and acquired programming, in connection with the execution of a strategy for certain of our flagship brands and strategic initiatives at Paramount.
The programming charges for 2019, 2018, and 2017 were included within “Operating expenses” in the Consolidated Statements of Operations.