Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

14) STOCKHOLDERS’ EQUITY

In general, ViacomCBS Class A Common Stock and ViacomCBS Class B Common Stock have the same economic rights; however, holders of ViacomCBS Class B Common Stock do not have any voting rights, except as required by law. Holders of ViacomCBS Class A Common Stock are entitled to one vote per share with respect to all matters on which the holders of ViacomCBS Common Stock are entitled to vote.

Merger with Viacom—At the Effective Time of the Merger, (1) each share of Viacom Class A Common Stock issued and outstanding immediately prior to the Effective Time, other than shares held directly by Viacom as treasury shares or held by CBS, was converted automatically into 0.59625 shares of ViacomCBS Class A Common Stock, and (2) each share of Viacom Class B Common Stock issued and outstanding immediately prior to the Effective Time, other than shares held directly by Viacom as treasury shares or held by CBS, was converted automatically into 0.59625 shares of ViacomCBS Class B Common Stock, resulting in the issuance of 29 million shares of ViacomCBS Class A Common Stock and 211 million shares of ViacomCBS Class B Common Stock. At the Effective Time, each share of CBS Class A Common Stock and each share of CBS Class B Common Stock issued and outstanding immediately prior to the Effective Time, remained an issued and outstanding share of ViacomCBS Class A Common Stock and ViacomCBS Class B Common Stock, respectively, and was not affected by the Merger.

Dividends—We declared a quarterly cash dividend on our Class A and Class B Common Stock during each of the quarters of 2020, resulting in total dividends for the year of $601 million, or $.96 per share. 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 the Merger, Viacom and CBS each declared a quarterly cash dividend during each of the first three quarters of 2019 and during each of the four quarters of 2018. During the first three quarters of 2019, CBS declared total per share dividends of $.54, resulting in total dividends of $205 million. For the year ended December 31, 2018, CBS declared total per share dividends of $.72, resulting in total annual dividends of $274 million. During the first three quarters of 2019, Viacom declared total per share dividends of $.60, resulting in total dividends of $245 million. For the year ended December 31, 2018, Viacom declared total per share dividends of $.80, resulting in total annual dividends of $325 million. During the first half of 2018, dividends were recorded as a reduction to additional paid-in capital as we had an accumulated deficit balance. During the second half of 2018, our retained earnings became positive and as a result, for the remainder of 2018, and for 2019 and 2020, dividends have been recorded to retained earnings.

Treasury Stock—During 2020, we repurchased 1.3 million shares of ViacomCBS Class B Common Stock under our share repurchase program for $50 million, at an average cost of $38.63 per share. At December 31, 2020, $2.36 billion of authorization remained under the share repurchase program. During 2019, we repurchased 1.2 million shares of ViacomCBS Class B Common Stock under our share repurchase program for $50 million, at an average cost of $40.78 per share.

In the Merger, all shares of Viacom Class B Common Stock held by Viacom as treasury stock were canceled and recorded to additional paid-in-capital.

Conversion Rights—Holders of Class A Common Stock have the right to convert their shares to Class B Common Stock as long as there are at least 5,000 shares of Class A Common Stock outstanding. For 2020, conversions of Class A Common Stock into Class B Common Stock were minimal. Conversions of Class A Common Stock into Class B Common Stock were 12.2 million for 2019 and 2.5 million for 2018.

Accumulated Other Comprehensive Income (Loss)—The following table presents the changes in the components of accumulated other comprehensive income (loss).


	Continuing Operations										Discontinued Operations
				Net Actuarial										Accumulated
	Cumulative			Loss and							Other			Other
	Translation			Prior				Available-For-Sale			Comprehensive			Comprehensive
	Adjustments			Service Cost				Securities			Income (Loss) (a)			Loss
At December 31, 2017		$	(209)		$	(1,071)			$	30		$	(19)		$	(1,269)
Other comprehensive loss before reclassifications		(236)			(123)				—			(12)			(371)
Reclassifications to net earnings		—			62		(b)		—			—			62
Other comprehensive loss		(236)			(61)				—			(12)			(309)
Adoption of accounting standard		—			—				(30)			—			(30)
At December 31, 2018		(445)			(1,132)				—			(31)			(1,608)
Other comprehensive income (loss) before reclassifications		7			(205)				—			6			(192)
Reclassifications to net earnings		—			60		(b)		—			—			60
Other comprehensive income (loss)		7			(145)				—			6			(132)
Tax effects reclassified to retained earnings		—			(230)		(c)		—			—			(230)
At December 31, 2019		(438)			(1,507)				—			(25)			(1,970)
Other comprehensive income (loss) before reclassifications		135			(74)				—			5			66
Reclassifications to net earnings		—			72		(b)		—			—			72
Other comprehensive income (loss)		135			(2)				—			5			138
At December 31, 2020		$	(303)		$	(1,509)			$	—		$	(20)		$	(1,832)

(a) Reflects cumulative translation adjustments.

(b) Reflects amortization of net actuarial losses and prior service cost.

(c) Reflects the reclassification of certain income tax effects of federal tax legislation enacted in December 2017 (the “Tax Reform Act”) on items within accumulated other comprehensive loss to retained earnings upon the adoption of new FASB guidance.

The net actuarial loss and prior service cost related to pension and other postretirement benefit plans included in other comprehensive income (loss) is net of a tax benefit for the years ended December 31, 2020, 2019 and 2018 of $1 million, $44 million and $23 million, respectively.