Document




 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
OR
o
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
CBS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
04-2949533
(I.R.S. Employer Identification No.)
 
 
51 W. 52nd Street, New York, New York
(Address of principal executive offices)
10019
(Zip Code)
(212) 975-4321
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 x    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Exchange Act.
Large accelerated filer x
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
 
Emerging growth company o
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o    No x
Number of shares of common stock outstanding at July 31, 2017:
Class A Common Stock, par value $.001 per share— 37,598,604
Class B Common Stock, par value $.001 per share— 364,054,978
 




CBS CORPORATION
INDEX TO FORM 10-Q
 
 
Page
 
PART I – FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
 
Consolidated Statements of Operations (Unaudited) for the
 Three and Six Months Ended June 30, 2017 and June 30, 2016
 
 
 
 
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the
 Three and Six Months Ended June 30, 2017 and June 30, 2016
 
 
 
 
Consolidated Balance Sheets (Unaudited) at June 30, 2017
 and December 31, 2016
 
 
 
 
Consolidated Statements of Cash Flows (Unaudited) for the
 Six Months Ended June 30, 2017 and June 30, 2016
 
 
 
 
 
 
 
Management’s Discussion and Analysis of Results of Operations and Financial Condition.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

- 2-



PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements.
CBS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share amounts)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Revenues
$
3,257

 
$
2,976

 
$
6,600

 
$
6,564

Costs and expenses:
 

 
 

 
 
 
 
Operating
2,004

 
1,758

 
4,078

 
4,030

Selling, general and administrative
528

 
510

 
1,038

 
1,013

Depreciation and amortization
56

 
57

 
111

 
114

Other operating items, net

 

 

 
(9
)
Total costs and expenses
2,588

 
2,325

 
5,227

 
5,148

Operating income
669

 
651

 
1,373

 
1,416

Interest expense
(111
)
 
(100
)
 
(220
)
 
(200
)
Interest income
15

 
8

 
28

 
15

Other items, net
5

 
(4
)
 
6

 
(7
)
Earnings from continuing operations before income taxes and
equity in loss of investee companies
578

 
555

 
1,187

 
1,224

Provision for income taxes
(169
)
 
(173
)
 
(307
)
 
(379
)
Equity in loss of investee companies, net of tax
(12
)
 
(9
)
 
(29
)
 
(30
)
Net earnings from continuing operations
397

 
373

 
851

 
815

Net earnings (loss) from discontinued operations, net of tax (Note 3)
(339
)
 
50

 
(1,045
)
 
81

Net earnings (loss)
$
58

 
$
423

 
$
(194
)
 
$
896

 
 
 
 
 
 
 
 
Basic net earnings (loss) per common share:
 

 
 

 
 
 
 
Net earnings from continuing operations
$
.98


$
.83


$
2.09


$
1.79

Net earnings (loss) from discontinued operations
$
(.84
)

$
.11


$
(2.57
)

$
.18

Net earnings (loss)
$
.14


$
.94


$
(.48
)

$
1.97

 
 
 
 
 
 
 
 
Diluted net earnings (loss) per common share:
 

 
 

 
 
 
 
Net earnings from continuing operations
$
.97


$
.82


$
2.06


$
1.78

Net earnings (loss) from discontinued operations
$
(.83
)

$
.11


$
(2.53
)

$
.18

Net earnings (loss)
$
.14


$
.93


$
(.47
)

$
1.95

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding:
 

 
 

 
 
 
 
Basic
405

 
451

 
407

 
455

Diluted
410


455


413


459

 
 
 
 
 
 
 
 
Dividends per common share
$
.18

 
$
.15

 
$
.36

 
$
.30

See notes to consolidated financial statements.

-3-



CBS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited; in millions)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Net earnings (loss)
$
58

 
$
423

 
$
(194
)
 
$
896

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
Cumulative translation adjustments

 

 
2

 
1

Amortization of net actuarial loss and prior service cost
12

 
9

 
24

 
19

Total other comprehensive income, net of tax
12

 
9

 
26

 
20

Total comprehensive income (loss)
$
70


$
432


$
(168
)

$
916

See notes to consolidated financial statements.

-4-



CBS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions, except per share amounts)
 
At
 
At
 
June 30, 2017
 
December 31, 2016
ASSETS
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
170

 
 
 
$
598

 
Receivables, less allowances of $61 (2017) and $60 (2016)
 
3,299

 
 
 
3,314

 
Programming and other inventory (Note 4)
 
1,560

 
 
 
1,427

 
Prepaid income taxes
 
41

 
 
 
30

 
Prepaid expenses
 
132

 
 
 
185

 
Other current assets
 
185

 
 
 
204

 
Current assets of discontinued operations (Note 3)
 
299

 
 
 
305

 
Total current assets
 
5,686

 
 
 
6,063

 
Property and equipment
 
2,967

 
 
 
2,935

 
Less accumulated depreciation and amortization
 
1,753

 
 
 
1,694

 
Net property and equipment
 
1,214

 
 
 
1,241

 
Programming and other inventory (Note 4)
 
2,459

 
 
 
2,439

 
Goodwill
 
4,891

 
 
 
4,864

 
Intangible assets
 
2,627

 
 
 
2,633

 
Other assets
 
2,558

 
 
 
2,707

 
Assets of discontinued operations (Note 3)
 
3,218

 
 
 
4,291

 
Total Assets
 
$
22,653




$
24,238

 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS EQUITY
 


 
 
 


 
Current Liabilities:
 


 
 
 


 
Accounts payable
 
$
124

 
 
 
$
148

 
Accrued compensation
 
223

 
 
 
369

 
Participants’ share and royalties payable
 
1,005

 
 
 
1,024

 
Program rights
 
262

 
 
 
290

 
Commercial paper (Note 6)
 
263

 
 
 
450

 
Current portion of long-term debt (Note 6)
 
23

 
 
 
23

 
Accrued expenses and other current liabilities
 
1,169

 
 
 
1,249

 
Current liabilities of discontinued operations (Note 3)
 
161

 
 
 
155

 
Total current liabilities
 
3,230

 
 
 
3,708

 
Long-term debt (Note 6)
 
8,898

 
 
 
8,902

 
Pension and postretirement benefit obligations
 
1,638

 
 
 
1,769

 
Deferred income tax liabilities, net
 
628

 
 
 
590

 
Other liabilities
 
3,149

 
 
 
3,129

 
Liabilities of discontinued operations (Note 3)
 
2,483

 
 
 
2,451

 
 
 


 
 
 


 
Commitments and contingencies (Note 10)
 


 
 
 


 
 
 


 
 
 


 
Stockholders Equity:
 


 
 
 


 
Class A Common Stock, par value $.001 per share; 375 shares authorized;
 38 (2017 and 2016) shares issued
 

 
 
 

 
Class B Common Stock, par value $.001 per share; 5,000 shares authorized;
 832 (2017) and 829 (2016) shares issued
 
1

 
 
 
1

 
Additional paid-in capital
 
43,820

 
 
 
43,913

 
Accumulated deficit
 
(19,451
)
 
 
 
(19,257
)
 
Accumulated other comprehensive loss (Note 8)
 
(741
)
 
 
 
(767
)
 
 
 
23,629

 
 
 
23,890

 
Less treasury stock, at cost; 467 (2017) and 455 (2016) Class B shares
 
21,002

 
 
 
20,201

 
Total Stockholders Equity
 
2,627

 
 
 
3,689

 
Total Liabilities and Stockholders Equity
 
$
22,653

 
 
 
$
24,238

 
See notes to consolidated financial statements.

-5-


CBS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
 
Six Months Ended
 
June 30,
 
2017
 
2016
Operating Activities:
 
 
 
Net earnings (loss)
$
(194
)
 
$
896

Less: Net earnings (loss) from discontinued operations, net of tax
(1,045
)
 
81

Net earnings from continuing operations
851


815

Adjustments to reconcile net earnings from continuing operations to net cash flow
provided by operating activities from continuing operations:





Depreciation and amortization
111


114

Stock-based compensation
85


81

Equity in loss of investee companies, net of tax and distributions
29


34

Change in assets and liabilities, net of investing and financing activities
(167
)

95

Net cash flow provided by operating activities from continuing operations
909


1,139

Net cash flow provided by operating activities from discontinued operations
29


112

Net cash flow provided by operating activities
938


1,251

Investing Activities:





Acquisitions
(21
)
 
(51
)
Capital expenditures
(68
)

(69
)
Investments in and advances to investee companies
(65
)

(43
)
Proceeds from dispositions
1


19

Other investing activities
14

 
4

Net cash flow used for investing activities from continuing operations
(139
)

(140
)
Net cash flow used for investing activities from discontinued operations
(13
)

(2
)
Net cash flow used for investing activities
(152
)

(142
)
Financing Activities:





(Repayments of) proceeds from short-term debt borrowings, net
(187
)

163

Repayment of senior debentures

 
(199
)
Proceeds from debt borrowings of CBS Radio
24

 

Repayment of debt borrowings of CBS Radio
(5
)
 

Payment of capital lease obligations
(8
)

(8
)
Payment of contingent consideration
(7
)
 

Dividends
(151
)

(142
)
Purchase of Company common stock
(845
)

(1,033
)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation
(89
)

(57
)
Proceeds from exercise of stock options
39


10

Excess tax benefit from stock-based compensation (Note 1)


11

Other financing activities

 
(1
)
Net cash flow used for financing activities
(1,229
)

(1,256
)
Net decrease in cash and cash equivalents
(443
)

(147
)
Cash and cash equivalents at beginning of period
(includes $24 (2017) and $6 (2016) of discontinued operations cash)
622


323

Cash and cash equivalents at end of period
(includes $9 (2017 and 2016) of discontinued operations cash)
$
179


$
176

Supplemental disclosure of cash flow information





Cash paid for interest:
 
 
 
Continuing operations
$
217

 
$
207

Discontinued operations
$
39

 
$

 
 
 
 
Cash paid for income taxes:
 
 
 
Continuing operations
$
272

 
$
261

Discontinued operations
$
46

 
$
35

See notes to consolidated financial statements.

-6-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in millions, except per share amounts)

1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business-CBS Corporation (together with its consolidated subsidiaries unless the context otherwise requires, the “Company” or “CBS Corp.”) is comprised of the following segments: Entertainment (CBS Television, comprised of the CBS Television Network, CBS Television Studios, CBS Studios International, and CBS Television Distribution; CBS Interactive and CBS Films), Cable Networks (Showtime Networks, CBS Sports Network and Smithsonian Networks), Publishing (Simon & Schuster) and Local Media (CBS Television Stations and CBS Local Digital Media).

Discontinued Operations-On February 2, 2017, the Company entered into an agreement with Entercom Communications Corp. (“Entercom”) to combine the Company’s radio business, CBS Radio, with Entercom in a merger to be effected through a Reverse Morris Trust transaction, which is expected to be tax-free to CBS Corp. and its stockholders. In connection with this transaction, the Company intends to split-off CBS Radio through an exchange offer, in which the Company’s stockholders may elect to exchange shares of the Company’s Class B Common Stock for shares of CBS Radio, which will then be immediately converted into shares of Entercom Class A common stock at the time of the merger. CBS Radio has been presented as a discontinued operation in the Company’s consolidated financial statements for all periods presented (See Note 3).

Basis of Presentation-The accompanying unaudited consolidated financial statements of the Company have been prepared pursuant to the rules of the Securities and Exchange Commission. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the financial position, results of operations and cash flows of the Company for the periods presented. Certain previously reported amounts have been reclassified to conform to the current presentation.

Use of Estimates-The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Other Operating Items, Net-Other operating items, net for the six months ended June 30, 2016 included a gain from the sale of a business and a multiyear, retroactive impact of a new operating tax.

Net Earnings (Loss) per Common Share-Basic net earnings (loss) per share (“EPS”) is based upon net earnings (loss) divided by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the effect of the assumed exercise of stock options and vesting of restricted stock units (“RSUs”) and market-based performance share units (“PSUs”) only in the periods in which such effect would have been dilutive. Excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive, were 4 million stock options for each of the three and six months ended June 30, 2017 and 6 million stock options for each of the three and six months ended June 30, 2016.


-7-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

The table below presents a reconciliation of weighted average shares used in the calculation of basic and diluted EPS.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(in millions)
2017
 
2016
 
2017
 
2016
Weighted average shares for basic EPS
405

 
451

 
407

 
455

Dilutive effect of shares issuable under stock-based
compensation plans
5

 
4

 
6

 
4

Weighted average shares for diluted EPS
410

 
455

 
413

 
459

Other Liabilities-Other liabilities consist primarily of the noncurrent portion of residual liabilities of previously disposed businesses, participants’ share and royalties payable, program rights obligations, deferred compensation and other employee benefit accruals.

Additional Paid-In Capital-For the six months ended June 30, 2017 and 2016, the Company recorded dividends of $148 million and $138 million, respectively, as a reduction to additional paid-in capital as the Company had an accumulated deficit balance.

Adoption of New Accounting Standards
Improvements to Employee Share-Based Payment Accounting
During the first quarter of 2017, the Company adopted amended Financial Accounting Standards Board (“FASB”) guidance which simplifies several aspects of the accounting for employee share-based payment transactions. Under this amended guidance, all excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the income statement in the period in which the awards vest or are exercised. In the statement of cash flows, excess tax benefits are classified with other income tax cash flows in operating activities. As a result of the adoption of this guidance, the Company’s excess tax benefits associated with the exercise of stock options and vesting of RSUs for the three and six months ended June 30, 2017 were recorded in the provision for income taxes on the Consolidated Statements of Operations. The guidance requires the income statement classification to be applied prospectively, and therefore, excess tax benefits for prior periods remain classified in stockholders’ equity on the balance sheet. The Company elected to apply the cash flow classification provision of this guidance prospectively and therefore, excess tax benefits for prior periods remain classified as financing activities on the statements of cash flows. The amended guidance also gives the option to make a policy election to account for forfeitures as they occur. The Company, however, has elected to continue its existing practice of estimating forfeitures.

Simplifying the Accounting for Goodwill Impairment
During the first quarter of 2017, the Company early adopted amended FASB guidance which simplifies the accounting for goodwill impairment. This guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the amended guidance, a goodwill impairment charge is recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill.


-8-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

Recent Pronouncements
Stock Compensation: Scope of Modification Accounting
In May 2017, the FASB issued amended guidance on the accounting for stock-based compensation which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under this guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award as equity or liability changes as a result of the change in the terms or conditions of a share-based payment award. This guidance, which is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted, is not expected to have an impact on the Company’s consolidated financial statements.
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
In March 2017, the FASB issued amended guidance on the presentation of net periodic pension and postretirement benefit cost (“net benefit cost”). This guidance requires an employer to present on the statement of operations the service cost component of net benefit cost in the same line item(s) as other compensation costs of the related employees. The other components of net benefit cost will be presented in the statement of operations separately from the service cost component and below the subtotal of operating income. This guidance is required to be applied retrospectively and is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted as of the beginning of an annual reporting period. Upon adoption, the Company’s operating income will increase or decrease by an amount equal to the components of net benefit cost other than service cost, which are disclosed in Note 7.
Clarifying the Definition of a Business
In January 2017, the FASB issued amended guidance on the accounting for business combinations which clarifies the definition of a business and assists entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under this guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or group of similar assets), the assets acquired would not represent a business. In addition, in order to be considered a business, an acquisition would have to include at a minimum an input and a substantive process that together significantly contribute to the ability to create an output. The amended guidance also narrows the definition of outputs by more closely aligning it with how outputs are described in FASB guidance for revenue recognition. This guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted.
Intra-Entity Transfers of Assets Other than Inventory
In October 2016, the FASB issued amended guidance on the accounting for income taxes, which eliminates the exception in existing guidance which defers the recognition of the tax effects of intra-entity asset transfers other than inventory until the transferred asset is sold to a third party. Rather, the amended guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This guidance, which is effective for interim and annual periods beginning after December 15, 2017, is not expected to have a material impact on the Company’s consolidated financial statements.

Statement of Cash Flows: Classification of Cash Receipts and Cash Payments
In August 2016, the FASB issued amended guidance which clarifies how certain cash receipts and cash payments should be presented and classified in the statement of cash flows. The new guidance is intended to reduce the existing diversity in practice in how certain transactions are classified in the statement of cash flows. This guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted.


-9-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

Leases
In February 2016, the FASB issued new guidance on the accounting for leases, which supersedes previous lease guidance. Under this guidance, for all leases with terms in excess of one year, including operating leases, the Company will be required to recognize on its balance sheet a lease liability and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance retains a distinction between finance leases and operating leases and the classification criteria is substantially similar to previous guidance. Additionally, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed. The Company is currently evaluating the impact of this guidance on its consolidated balance sheets. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted.

Revenue from Contracts with Customers
In May 2014, the FASB issued guidance on the recognition of revenues which provides a single, comprehensive revenue recognition model for all contracts with customers and supersedes most existing revenue recognition guidance. The main principle under this guidance is that an entity should recognize revenue at the amount it expects to be entitled to in exchange for the transfer of goods or services to customers. This guidance is effective for the Company beginning in the first quarter of 2018. The Company anticipates that it will apply the modified retrospective method of adoption with the cumulative effect of the initial adoption reflected as an adjustment to the opening balance of accumulated deficit as of the date of adoption. The Company has identified the predominant changes to its accounting policies and is in the process of quantifying the impact on its consolidated financial statements and evaluating the additional disclosures that may be required. The adoption of this guidance is not expected to have a significant impact on the Company’s total revenues. The Company has identified changes to its revenue recognition policies primarily relating to two areas of content licensing and distribution revenues. First, revenues from certain distribution arrangements of third-party content will be recognized based on the gross amount of consideration received by the Company for such sale, with an associated expense recognized for the fees paid to the third-party producer. Under current accounting guidance, such revenues are recognized at the net amount retained by the Company after the payment of fees to the third-party producer. This change will not have an impact on the Company’s operating income. Second, revenues associated with the extension of an existing licensing arrangement, which are currently recognized upon the execution of such extension, will be recognized at a later date once the extension period begins. This change is not expected to have a material impact on the Company’s results on an annual basis, since extensions executed each year are generally offset by extensions for which the license period has begun.
2) STOCK-BASED COMPENSATION
The following table summarizes the Company’s stock-based compensation expense for the three and six months ended June 30, 2017 and 2016.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
RSUs and PSUs
$
38

 
$
35

 
$
71

 
$
67

Stock options
7

 
7

 
14

 
14

Stock-based compensation expense, before income taxes
45

 
42

 
85

 
81

Related tax benefit
(18
)
 
(16
)
 
(33
)
 
(31
)
Stock-based compensation expense, net of tax benefit
$
27

 
$
26

 
$
52

 
$
50


-10-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

During the six months ended June 30, 2017, the Company granted 2 million RSUs for CBS Corp. Class B Common Stock with a weighted average per unit grant-date fair value of $66.78. RSUs granted during the first six months of 2017 generally vest over a one- to four-year service period. Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant. For certain RSU awards the number of shares an employee earns ranges from 0% to 120% of the target award, based on the outcome of established performance conditions. Compensation expense is recorded based on the probable outcome of the performance conditions. During the six months ended June 30, 2017, the Company also granted awards of market-based PSUs. The number of shares that will be issued upon vesting of the PSUs is based on the Company’s stock price performance over a designated measurement period, as well as the achievement of established operating goals. The fair value of the PSUs is determined on the grant date using a Monte Carlo simulation model and is expensed over the required employee service period. The fair value of the PSU awards granted during the six months ended June 30, 2017 was $23 million

During the six months ended June 30, 2017, the Company also granted 1 million stock options with a weighted average exercise price of $66.31. Stock options granted during the first six months of 2017 vest over a four-year service period and expire eight years from the date of grant. Compensation expense for stock options is determined based on the grant date fair value of the award calculated using the Black-Scholes options-pricing model.

Total unrecognized compensation cost related to unvested RSUs and PSUs at June 30, 2017 was $270 million, which is expected to be recognized over a weighted average period of 2.5 years. Total unrecognized compensation cost related to unvested stock option awards at June 30, 2017 was $51 million, which is expected to be recognized over a weighted average period of 2.6 years.
3) DISCONTINUED OPERATIONS
On February 2, 2017, the Company entered into an agreement with Entercom to combine the Company’s radio business, CBS Radio, with Entercom in a merger to be effected through a Reverse Morris Trust transaction, which is expected to be tax-free to CBS Corp. and its stockholders. In connection with this transaction, Entercom will issue up to 105 million shares of its Class A common stock on a fully diluted basis, and the Company intends to split-off CBS Radio through an exchange offer, in which the Company’s stockholders may elect to exchange shares of the Company’s Class B Common Stock for shares of CBS Radio, which will then be immediately converted into shares of Entercom Class A common stock at the time of the merger. The Company expects the transaction to be completed during the fourth quarter of 2017, subject to customary approvals and closing conditions. CBS Radio has been classified as held for sale and presented as a discontinued operation in the Company’s consolidated financial statements for all periods presented.

FASB Accounting Standards Codification (“ASC”) 360 requires that an asset classified as held for sale be measured each reporting period at the lower of its carrying amount or fair value less cost to sell. The ultimate value of the transaction with Entercom will be determined based on Entercom’s stock price at the closing of the transaction. The Company recorded noncash charges of $365 million and $1.08 billion for the three and six months ended June 30, 2017, respectively, to record a valuation allowance to adjust the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom. In accordance with ASC 360, the valuation allowance will continue to be adjusted based on the trading price of Entercom’s stock, which could result in future gains or losses. A 10% change to Entercom’s stock price would change the carrying value of CBS Radio by approximately $100 million.


-11-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

For the three and six months ended June 30, 2017, CBS Radio recorded a restructuring charge of $7 million associated with the reorganization of certain business operations, reflecting severance costs and costs associated with exiting contractual obligations.

The following table sets forth details of net earnings (loss) from discontinued operations for the three and six months ended June 30, 2017 and 2016.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017

2016
Revenues
$
306

 
$
313

 
$
556

 
$
575

Costs and expenses:
 
 
 
 
 
 
 
Operating
105

 
103

 
194

 
188

Selling, general and administrative
129

 
122

 
251

 
236

Depreciation and amortization (a)

 
6

 


13

Restructuring charge
7

 

 
7

 

Provision for valuation allowance
365

 

 
1,080

 

Total costs and expenses
606

 
231

 
1,532

 
437

Operating income (loss)
(300
)
 
82

 
(976
)
 
138

Interest expense
(20
)
 

 
(39
)
 

Earnings (loss) from discontinued operations
(320
)
 
82

 
(1,015
)
 
138

Income tax provision
(19
)
 
(32
)
 
(30
)
 
(57
)
Net earnings (loss) from discontinued operations, net of tax
$
(339
)
 
$
50

 
$
(1,045
)
 
$
81

(a) CBS Radio has been classified as held for sale beginning in the fourth quarter of 2016. Under ASC 360, assets held for sale are not depreciated or amortized.
The following table presents the major classes of assets and liabilities of the Company’s discontinued operations.
 
At
 
At
 
June 30, 2017
 
December 31, 2016
Receivables, net
 
$
240

 
 
 
$
244

 
Other current assets
 
59

 
 
 
61

 
Goodwill
 
1,285

 
 
 
1,285

 
Intangible assets
 
2,832

 
 
 
2,832

 
Net property and equipment
 
153

 
 
 
145

 
Other assets
 
28

 
 
 
29

 
Valuation allowance for carrying value
 
(1,080
)
 
 
 

 
Total Assets
 
$
3,517

 
 
 
$
4,596

 
Current portion of long-term debt
 
$
10

 
 
 
$
10

 
Other current liabilities
 
151

 
 
 
145

 
Long-term debt
 
1,356

 
 
 
1,335

 
Deferred income tax liabilities
 
1,010

 
 
 
998

 
Other liabilities
 
117

 
 
 
118

 
Total Liabilities
 
$
2,644

 
 
 
$
2,606

 

-12-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

The following table presents CBS Radio’s long-term debt.
 
At
 
At
 
June 30, 2017
 
December 31, 2016
Term Loan due October 2023, net of discount
 
$
950

 
 
 
$
955

 
7.250% Senior Notes due November 2024
 
400

 
 
 
400

 
Revolving Credit Facility
 
34

 
 
 
10

 
Deferred financing costs
 
(18
)
 
 
 
(20
)
 
Total long-term debt, including current portion
 
$
1,366

 
 
 
$
1,345

 
CBS Radio’s senior secured term loan (“Term Loan”) bears interest at a rate equal to 3.50% plus the greater of the London Interbank Offered Rate (“LIBOR”) and 1.00%. The Term Loan is part of CBS Radio’s credit agreement which also includes a $250 million senior secured revolving credit facility (the “Revolving Credit Facility”) which expires in 2021. Interest on the Revolving Credit Facility is based on either LIBOR or a base rate plus a margin based on CBS Radio’s Consolidated Net Secured Leverage Ratio. The Consolidated Net Secured Leverage Ratio reflects the ratio of CBS Radio’s secured debt (less up to $150 million of cash and cash equivalents) to CBS Radio’s consolidated EBITDA (as defined in the credit agreement). The Revolving Credit Facility requires CBS Radio to maintain a maximum Consolidated Net Secured Leverage Ratio of 4.00 to 1.00.

In connection with financing for the transaction with Entercom, on March 3, 2017, CBS Radio entered into Amendment No. 1 to its credit agreement, dated as of October 17, 2016, to, among other things, create a tranche of Term B-1 Loans in an aggregate principal amount not to exceed $500 million. The Term B-1 Loans are expected to be funded on the closing date of the transaction, subject to customary conditions.
4) PROGRAMMING AND OTHER INVENTORY
 
At
 
At
 
June 30, 2017
 
December 31, 2016
Acquired program rights
 
$
1,892

 
 
 
$
1,773

 
Internally produced programming:
 
 
 
 
 
 
 
Released
 
1,668

 
 
 
1,746

 
In process and other
 
405

 
 
 
298

 
Publishing, primarily finished goods
 
54

 
 
 
49

 
Total programming and other inventory
 
4,019

 
 
 
3,866

 
Less current portion
 
1,560

 
 
 
1,427

 
Total noncurrent programming and other inventory
 
$
2,459

 
 
 
$
2,439

 

5) RELATED PARTIES
National Amusements, Inc. National Amusements, Inc. (“NAI”) is the controlling stockholder of CBS Corp. and Viacom Inc. Mr. Sumner M. Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of NAI, is the Chairman Emeritus of CBS Corp. and the Chairman Emeritus of Viacom Inc. In addition, Ms. Shari Redstone, Mr. Sumner M. Redstone’s daughter, is the president and a director of NAI and the vice chair of the Board of Directors of each of CBS Corp. and Viacom Inc. Mr. David R. Andelman is a director of CBS Corp. and serves as a director of NAI. At June 30, 2017, NAI directly or indirectly owned approximately 79.5% of CBS Corp.’s voting Class A Common Stock, and owned approximately 9.7% of CBS Corp.’s Class A Common Stock and non-voting Class B Common Stock on a combined basis. NAI is controlled by Mr. Redstone through the Sumner M. Redstone National Amusements Trust (the “SMR Trust”), which owns 80% of the voting interest of NAI, and such voting interest of NAI held by the SMR Trust is voted solely by Mr. Redstone until his incapacity or death. The SMR Trust provides that in the event of Mr. Redstone’s death or incapacity, voting control

-13-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

of the NAI voting interest held by the SMR Trust will pass to seven trustees, who will include CBS Corporation directors Ms. Shari Redstone and Mr. David R. Andelman. No member of the Company’s management is a trustee of the SMR Trust.

Viacom Inc. As part of its normal course of business, the Company licenses its television content, leases production facilities and sells advertising spots to various subsidiaries of Viacom Inc. Viacom Inc. also distributes certain of the Company’s television programs in the home entertainment market. The Company’s total revenues from these transactions were $19 million and $31 million for the three months ended June 30, 2017 and 2016, respectively, and $73 million and $67 million for the six months ended June 30, 2017 and 2016, respectively.

The Company places advertisements with and leases production facilities from various subsidiaries of Viacom Inc. The total amounts for these transactions were $4 million for each of the three months ended June 30, 2017 and 2016 and $9 million and $11 million for the six months ended June 30, 2017 and 2016, respectively.

The following table presents the amounts due from Viacom Inc. in the normal course of business as reflected on the Company’s Consolidated Balance Sheets. Amounts due to Viacom Inc. were minimal at June 30, 2017 and December 31, 2016.
 
At
 
At
 
June 30, 2017
 
December 31, 2016
Receivables
 
$
86

 
 
 
$
113

 
Other assets (Receivables, noncurrent)
 
51

 
 
 
35

 
Total amounts due from Viacom Inc.
 
$
137

 
 
 
$
148

 
Other Related Parties. The Company has equity interests in two domestic television networks and several international joint ventures for television channels from which the Company earns revenues primarily by selling its television programming. Total revenues earned from sales to these joint ventures were $20 million and $24 million for the three months ended June 30, 2017 and 2016, respectively, and $49 million and $56 million for the six months ended June 30, 2017 and 2016, respectively. At June 30, 2017 and December 31, 2016, total amounts due from these joint ventures were $40 million and $47 million, respectively.

The Company, through the normal course of business, is involved in transactions with other related parties that have not been material in any of the periods presented.

-14-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

6) BANK FINANCING AND DEBT
The following table sets forth the Company’s debt.

At
 
At

June 30, 2017
 
December 31, 2016
Commercial paper

$
263




$
450


Senior debt (1.95% - 7.875% due 2017 - 2045) (a)

8,853




8,850


Obligations under capital leases

68




75


Total debt

9,184




9,375


Less commercial paper

263




450


Less current portion of long-term debt

23




23


Total long-term debt, net of current portion

$
8,898




$
8,902


(a) At June 30, 2017 and December 31, 2016, the senior debt balances included (i) a net unamortized discount of $49 million and $52 million, respectively, (ii) unamortized deferred financing costs of $41 million and $43 million, respectively, and (iii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $2 million and $5 million, respectively. The face value of the Company’s senior debt was $8.94 billion at both June 30, 2017 and December 31, 2016.

In July 2017, the Company issued $400 million of 2.50% senior notes due 2023 and $500 million of 3.375% senior notes due 2028. The Company used the net proceeds from these issuances to repay its $400 million outstanding 1.95% senior notes that matured on July 1, 2017 and to redeem all of its $300 million outstanding 4.625% senior notes due May 2018. The remaining proceeds were used for general corporate purposes, including the repayment of short-term borrowings, including commercial paper.

At June 30, 2017, the Company classified $400 million of debt which matured in July 2017 and $300 million of debt due May 2018 as long-term debt on the Consolidated Balance Sheet, as a result of the above-mentioned debt refinancing.

Commercial Paper
The Company had outstanding commercial paper borrowings under its $2.5 billion commercial paper program of $263 million and $450 million at June 30, 2017 and December 31, 2016, respectively, each with maturities of less than 45 days. The weighted average interest rate for these borrowings was 1.42% at June 30, 2017 and 0.98% at December 31, 2016.

Credit Facility
At June 30, 2017, the Company had a $2.5 billion revolving credit facility (the “Credit Facility”) which expires in June 2021. The Credit Facility requires the Company to maintain a maximum Consolidated Leverage Ratio of 4.5x at the end of each quarter as further described in the Credit Facility. At June 30, 2017, the Company’s Consolidated Leverage Ratio was approximately 2.9x.

The Consolidated Leverage Ratio is the ratio of the Company’s indebtedness from continuing operations, adjusted to exclude certain capital lease obligations, at the end of a quarter, to the Company’s Consolidated EBITDA for the trailing four consecutive quarters. Consolidated EBITDA is defined in the Credit Facility as operating income plus interest income and before depreciation, amortization and certain other noncash items.


-15-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

The Credit Facility is used for general corporate purposes. At June 30, 2017, the Company had no borrowings outstanding under the Credit Facility and the remaining availability under the Credit Facility, net of outstanding letters of credit, was $2.49 billion.
7) PENSION AND OTHER POSTRETIREMENT BENEFITS
The components of net periodic cost for the Company’s pension and postretirement benefit plans were as follows:
 
Pension Benefits
 
Postretirement Benefits
Three Months Ended June 30,
2017
 
2016
 
2017
 
2016
Components of net periodic cost:
 
 
 
 
 
 
 
Service cost
$
8

 
$
7

 
$

 
$

Interest cost
47

 
53

 
5

 
5

Expected return on plan assets
(51
)
 
(57
)
 

 

Amortization of actuarial loss (gain) (a)
26

 
22

 
(6
)
 
(6
)
Net periodic cost
$
30

 
$
25

 
$
(1
)
 
$
(1
)
 
Pension Benefits
 
Postretirement Benefits
Six Months Ended June 30,
2017

2016

2017

2016
Components of net periodic cost:
 
 
 
 
 
 
 
Service cost
$
15

 
$
15

 
$

 
$

Interest cost
95

 
107

 
9

 
10

Expected return on plan assets
(101
)
 
(114
)
 

 

Amortization of actuarial loss (gain) (a)
51

 
43

 
(11
)
 
(11
)
Net periodic cost
$
60

 
$
51

 
$
(2
)
 
$
(1
)
(a) Reflects amounts reclassified from accumulated other comprehensive income (loss) to net earnings (loss).
8) STOCKHOLDERS’ EQUITY
During the second quarter of 2017, the Company repurchased 4.7 million shares of its Class B Common Stock under its share repurchase program for $300 million, at an average cost of $63.64 per share. During the six months ended June 30, 2017, the Company repurchased 12.3 million shares of its Class B Common Stock for $800 million, at an average cost of $65.08 per share, leaving $3.31 billion of authorization at June 30, 2017.

During the second quarter of 2017, the Company declared a quarterly cash dividend of $.18 on its Class A and Class B Common Stock, resulting in total dividends of $73 million, which were paid on July 1, 2017.

-16-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

Accumulated Other Comprehensive Income (Loss)
The following tables summarize the changes in the components of accumulated other comprehensive income (loss).
 
Cumulative
Translation
Adjustments
 
Net Actuarial
Gain (Loss)
and Prior
Service Cost
 
Accumulated
Other
Comprehensive Loss
At December 31, 2016
$
151

 
$
(918
)
 
 
$
(767
)
 
Other comprehensive income before reclassifications
2

 

 
 
2

 
Reclassifications to net earnings (loss)

 
24

(a) 
 
24

 
Net other comprehensive income
2

 
24


 
26

 
At June 30, 2017
$
153

 
$
(894
)

 
$
(741
)
 
 
Cumulative
Translation
Adjustments
 
Net Actuarial
Gain (Loss)
and Prior
Service Cost
 
Accumulated
Other
Comprehensive Loss
At December 31, 2015
$
152

 
$
(922
)
 
 
$
(770
)
 
Other comprehensive income before reclassifications
1

 

 
 
1

 
Reclassifications to net earnings (loss)

 
19

(a) 
 
19

 
Net other comprehensive income
1

 
19

 
 
20

 
At June 30, 2016
$
153

 
$
(903
)
 
 
$
(750
)
 
(a)
Reflects amortization of net actuarial losses. See Note 7.

The net actuarial gain (loss) and prior service cost related to pension and other postretirement benefit plans included in other comprehensive income is net of a tax provision of $16 million and $13 million for the six months ended June 30, 2017 and 2016, respectively.

-17-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

9) INCOME TAXES
The provision for income taxes represents federal, state and local, and foreign income taxes on earnings from continuing operations before income taxes and equity in loss of investee companies.
 
Three Months Ended June 30,

Six Months Ended June 30,
 
2017

2016

2017

2016
Provision for income taxes, including interest and before
other discrete items
$
(176
)
 
$
(171
)
 
$
(361
)
 
$
(374
)
Excess tax benefits from stock-based compensation (a)
4




31



Other discrete items (b)
3


(2
)

23


(5
)
Provision for income taxes
$
(169
)

$
(173
)

$
(307
)

$
(379
)
Effective income tax rate
29.2
%

31.2
%

25.9
%

31.0
%
(a) Reflects excess tax benefits associated with the exercise of stock options and vesting of RSUs. During the first quarter of 2017, the Company adopted FASB guidance which requires that the difference between the tax benefit from stock-based compensation expense and the deduction on the tax return be recognized within the income tax provision on the statement of operations. Previously, such difference was recognized in stockholders’ equity on the balance sheet. This difference occurs because stock-based compensation expense is recorded based on the grant-date fair value of the award, whereas the tax deduction is based on the fair value on the date the stock option is exercised or the RSU vests. This guidance requires the income statement classification to be applied prospectively, and therefore, excess tax benefits for prior periods remain classified in stockholders’ equity.
(b) For the six months ended June 30, 2017, primarily reflects tax benefits from the resolution of certain state income tax matters.

10) COMMITMENTS AND CONTINGENCIES
Guarantees
The Company has indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. At June 30, 2017, the outstanding letters of credit and surety bonds approximated $101 million and were not recorded on the Consolidated Balance Sheet.

In the course of its business, the Company both provides and receives indemnities which are intended to allocate certain risks associated with business transactions. Similarly, the Company may remain contingently liable for various obligations of a business that has been divested in the event that a third party does not live up to its obligations under an indemnification obligation. The Company records a liability for its indemnification obligations and other contingent liabilities when probable and reasonably estimable.

Legal Matters
General. On an ongoing basis, the Company vigorously defends itself in numerous lawsuits and proceedings and responds to various investigations and inquiries from federal, state, local and international authorities (collectively, ‘‘litigation’’). Litigation may be brought against the Company without merit, is inherently uncertain and always difficult to predict. However, based on its understanding and evaluation of the relevant facts and circumstances, the Company believes that the below-described legal matters and other litigation to which it is a party are not likely, in the aggregate, to have a material adverse effect on its results of operations, financial position or cash flows. Under the Separation Agreement between the Company and Viacom Inc., the Company and Viacom Inc. have agreed to defend and indemnify the other in certain litigation in which the Company and/or Viacom Inc. is named.


-18-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

Claims Related to Former Businesses: Asbestos. The Company is a defendant in lawsuits claiming various personal injuries related to asbestos and other materials, which allegedly occurred principally as a result of exposure caused by various products manufactured by Westinghouse, a predecessor, generally prior to the early 1970s. Westinghouse was neither a producer nor a manufacturer of asbestos. The Company is typically named as one of a large number of defendants in both state and federal cases. In the majority of asbestos lawsuits, the plaintiffs have not identified which of the Company’s products is the basis of a claim. Claims against the Company in which a product has been identified principally relate to exposures allegedly caused by asbestos-containing insulating material in turbines sold for power-generation, industrial and marine use.

Claims are frequently filed and/or settled in groups, which may make the amount and timing of settlements, and the number of pending claims, subject to significant fluctuation from period to period. The Company does not report as pending those claims on inactive, stayed, deferred or similar dockets which some jurisdictions have established for claimants who allege minimal or no impairment. As of June 30, 2017, the Company had pending approximately 33,240 asbestos claims, as compared with approximately 33,610 as of December 31, 2016 and 34,790 as of June 30, 2016. During the second quarter of 2017, the Company received approximately 1,030 new claims and closed or moved to an inactive docket approximately 1,390 claims. The Company reports claims as closed when it becomes aware that a dismissal order has been entered by a court or when the Company has reached agreement with the claimants on the material terms of a settlement. Settlement costs depend on the seriousness of the injuries that form the basis of the claims, the quality of evidence supporting the claims and other factors. In 2016, the Company’s costs for settlement and defense of asbestos claims after insurance and taxes were approximately $48 million. In 2015, as the result of an insurance settlement, insurance recoveries exceeded the Company’s after tax costs for settlement and defense of asbestos claims by approximately $5 million. The Company’s costs for settlement and defense of asbestos claims may vary year to year and insurance proceeds are not always recovered in the same period as the insured portion of the expenses.

The Company believes that its reserves and insurance are adequate to cover its asbestos liabilities. This belief is based upon many factors and assumptions, including the number of outstanding claims, estimated average cost per claim, the breakdown of claims by disease type, historic claim filings, costs per claim of resolution and the filing of new claims. While the number of asbestos claims filed against the Company has remained generally flat in recent years, it is difficult to predict future asbestos liabilities, as events and circumstances may occur including, among others, the number and types of claims and average cost to resolve such claims, which could affect the Company’s estimate of its asbestos liabilities.

Other. The Company from time to time receives claims from federal and state environmental regulatory agencies and other entities asserting that it is or may be liable for environmental cleanup costs and related damages principally relating to historical and predecessor operations of the Company. In addition, the Company from time to time receives personal injury claims including toxic tort and product liability claims (other than asbestos) arising from historical operations of the Company and its predecessors.
11) RESTRUCTURING CHARGES
During the year ended December 31, 2016, in a continued effort to reduce its cost structure, the Company initiated restructuring plans across several of its businesses, primarily for the reorganization of certain business operations. As a result, the Company recorded restructuring charges of $30 million, reflecting $19 million of severance costs and $11 million of costs associated with exiting contractual obligations and other related costs. During the year ended December 31, 2015, the Company recorded restructuring charges of $45 million, reflecting $24 million of severance costs and $21 million of costs associated with exiting contractual obligations and other related costs. As

-19-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

of June 30, 2017, the cumulative settlements for the 2016 and 2015 restructuring charges were $53 million, of which $34 million was for severance costs and $19 million was for costs associated with contractual obligations.
 
Balance at
 
2017
 
Balance at
 
December 31, 2016
 
Settlements
 
June 30, 2017
Entertainment
 
$
20

 
 
 
$
(9
)
 
 
 
$
11

 
Cable Networks
 
4

 
 
 
(2
)
 
 
 
2

 
Publishing
 
1

 
 
 
(1
)
 
 
 

 
Local Media
 
12

 
 
 
(4
)
 
 
 
8

 
Corporate
 
2

 
 
 
(1
)
 
 
 
1

 
Total
 
$
39

 
 
 
$
(17
)
 
 
 
$
22

 
 
Balance at
 
2016
 
2016
 
Balance at
 
December 31, 2015
 
Charges
 
Settlements
 
December 31, 2016
Entertainment
 
$
16

 
 
 
$
16

 
 
 
$
(12
)
 
 
 
$
20

 
Cable Networks
 

 
 
 
4

 
 
 

 
 
 
4

 
Publishing
 

 
 
 
1

 
 
 

 
 
 
1

 
Local Media
 
11

 
 
 
6

 
 
 
(5
)
 
 
 
12

 
Corporate
 

 
 
 
3

 
 
 
(1
)
 
 
 
2

 
Total
 
$
27

 
 
 
$
30

 
 
 
$
(18
)
 
 
 
$
39

 
12) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
The Company’s carrying value of financial instruments approximates fair value, except for notes and debentures, which are not recorded at fair value. At June 30, 2017 and December 31, 2016, the carrying value of the Company’s senior debt was $8.85 billion and the fair value, which is estimated based on quoted market prices for similar liabilities (Level 2) and includes accrued interest, was $9.77 billion and $9.51 billion, respectively.

The Company uses derivative financial instruments primarily to modify its exposure to market risks from fluctuations in foreign currency exchange rates. The Company does not use derivative instruments unless there is an underlying exposure and, therefore, the Company does not hold or enter into derivative financial instruments for speculative trading purposes.

Foreign Exchange Contracts

Foreign exchange forward contracts have principally been used to hedge projected cash flows, in currencies such as the British Pound, the Euro, the Canadian Dollar and the Australian Dollar, generally for periods up to 24 months. The Company designates forward contracts used to hedge committed and forecasted foreign currency transactions as cash flow hedges. Gains or losses on the effective portion of designated cash flow hedges are initially recorded in other comprehensive income and reclassified to the statement of operations when the hedged item is recognized. Additionally, the Company enters into non-designated forward contracts to hedge non-U.S. dollar denominated cash flows.

At June 30, 2017 and December 31, 2016, the notional amount of all foreign exchange contracts was $356 million and $433 million, respectively.


-20-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

Gains (losses) recognized on derivative financial instruments were as follows:
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2017
 
2016
 
2017
 
2016
Financial Statement Account
Non-designated foreign exchange contracts
$
(12
)
 
$
15

 
$
(20
)
 
$
9

Other items, net
The fair value of the Company’s derivative instruments was not material to the Consolidated Balance Sheets for any of the periods presented.
The following tables set forth the Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016. These assets and liabilities have been categorized according to the three-level fair value hierarchy established by the FASB, which prioritizes the inputs used in measuring fair value. Level 1 is based on publicly quoted prices for the asset or liability in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset or liability in inactive markets or quoted prices for similar assets or liabilities. Level 3 is based on unobservable inputs reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability.
At June 30, 2017
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
Foreign currency hedges
$

 
$
12

 
$

 
$
12

Total Assets
$

 
$
12

 
$

 
$
12

Liabilities:
 
 
 
 
 
 
 
Deferred compensation
$

 
$
361

 
$

 
$
361

Foreign currency hedges

 
6

 

 
6

Total Liabilities
$

 
$
367

 
$

 
$
367

At December 31, 2016
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
Foreign currency hedges
$

 
$
34

 
$

 
$
34

Total Assets
$

 
$
34

 
$

 
$
34

Liabilities:
 
 
 
 
 
 
 
Deferred compensation
$

 
$
347

 
$

 
$
347

Foreign currency hedges

 
1

 

 
1

Total Liabilities
$

 
$
348

 
$

 
$
348

The fair value of foreign currency hedges is determined based on the present value of future cash flows using observable inputs including foreign currency exchange rates. The fair value of deferred compensation liabilities is determined based on the fair value of the investments elected by employees.

-21-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

13) REPORTABLE SEGMENTS
The following tables set forth the Company’s financial performance by reportable segment. The Company’s operating segments, which are the same as its reportable segments, have been determined in accordance with the Company’s internal management structure, which is organized based upon products and services.

Three Months Ended
 
Six Months Ended

June 30,
 
June 30,

2017
 
2016

2017
 
2016
Revenues:











Entertainment
$
2,184


$
1,947


$
4,531


$
4,534

Cable Networks
571


536


1,114


1,061

Publishing
206


187


367


332

Local Media
412

 
396

 
821

 
844

Corporate/Eliminations
(116
)

(90
)

(233
)

(207
)
Total Revenues
$
3,257


$
2,976


$
6,600


$
6,564

Revenues generated between segments primarily reflect advertising sales, television license fees and station affiliation fees. These transactions are recorded at market value as if the sales were to third parties and are eliminated in consolidation.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Intercompany Revenues:
 
 
 
 
 
 
 
Entertainment
$
118

 
$
92

 
$
237

 
$
214

Local Media
3

 
2

 
6

 
4

Total Intercompany Revenues
$
121

 
$
94

 
$
243

 
$
218


-22-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

The Company presents operating income (loss) excluding restructuring charges and other operating items, net, each where applicable, (“Segment Operating Income”) as the primary measure of profit and loss for its operating segments in accordance with FASB guidance for segment reporting. The Company believes the presentation of Segment Operating Income is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company’s management and enhances their ability to understand the Company’s operating performance.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Segment Operating Income (Loss):
 
 
 
 
 
 
 
Entertainment
$
346

 
$
351

 
$
744

 
$
800

Cable Networks
253

 
227

 
501

 
455

Publishing
28

 
26

 
42

 
39

Local Media
127

 
130

 
250

 
280

Corporate
(85
)
 
(83
)
 
(164
)
 
(167
)
Total Segment Operating Income
669

 
651

 
1,373

 
1,407

Other operating items, net (a)

 

 

 
9

Operating income
669


651


1,373


1,416

Interest expense
(111
)
 
(100
)
 
(220
)
 
(200
)
Interest income
15

 
8

 
28

 
15

Other items, net
5

 
(4
)
 
6

 
(7
)
Earnings from continuing operations before income taxes
and equity in loss of investee companies
578

 
555

 
1,187

 
1,224

Provision for income taxes
(169
)
 
(173
)
 
(307
)
 
(379
)
Equity in loss of investee companies, net of tax
(12
)
 
(9
)
 
(29
)
 
(30
)
Net earnings from continuing operations
397

 
373

 
851

 
815

Net earnings (loss) from discontinued operations, net of tax
(339
)
 
50

 
(1,045
)
 
81

Net earnings (loss)
$
58

 
$
423

 
$
(194
)
 
$
896

(a) Other operating items, net includes a gain from the sale of an internet business in China and a multiyear, retroactive impact of a new operating tax.
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Depreciation and Amortization:
 
 
 
 
 
 
 
Entertainment
$
27


$
30


$
56


$
60

Cable Networks
6


5


12


11

Publishing
2


2


3


3

Local Media
12

 
11

 
23

 
22

Corporate
9


9


17


18

Total Depreciation and Amortization
$
56


$
57


$
111


$
114


-23-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Stock-based Compensation:
 
 
 
 
 
 
 
Entertainment
$
17

 
$
16

 
$
32

 
$
31

Cable Networks
3

 
3

 
6

 
6

Publishing
1

 
1

 
2

 
2

Local Media
3

 
3

 
6

 
6

Corporate
21

 
19

 
39

 
36

Total Stock-based Compensation
$
45

 
$
42

 
$
85

 
$
81

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Capital Expenditures:
 
 
 
 
 
 
 
Entertainment
$
24


$
24


$
38


$
37

Cable Networks
4


2


7


4

Publishing


3


1


6

Local Media
7

 
4

 
12

 
11

Corporate
6

 
2

 
10

 
11

Total Capital Expenditures
$
41

 
$
35

 
$
68

 
$
69

 
At
 
At
 
June 30, 2017
 
December 31, 2016
Assets:
 
 
 
 
 
 
 
Entertainment
 
$
11,441

 
 
 
$
11,262

 
Cable Networks
 
2,594

 
 
 
2,618

 
Publishing
 
858

 
 
 
880

 
Local Media
 
4,018

 
 
 
4,065

 
Corporate/Eliminations
 
225

 
 
 
817

 
Discontinued operations
 
3,517

 
 
 
4,596

 
Total Assets
 
$
22,653

 
 
 
$
24,238

 


-24-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

14) CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
CBS Operations Inc. is a wholly owned subsidiary of the Company. CBS Operations Inc. has fully and unconditionally guaranteed CBS Corp.’s senior debt securities. The following condensed consolidating financial statements present the results of operations, financial position and cash flows of CBS Corp., CBS Operations Inc., the direct and indirect Non-Guarantor Affiliates of CBS Corp. and CBS Operations Inc., and the eliminations necessary to arrive at the information for the Company on a consolidated basis.
 
Statement of Operations
 
For the Three Months Ended June 30, 2017
 
CBS Corp.
 
CBS
Operations
Inc.
 
Non-
Guarantor
Affiliates
 
Eliminations
 
CBS Corp.
Consolidated
Revenues
$
42

 
$
2

 
$
3,213

 
$

 
$
3,257

Costs and expenses:
 
 
 
 
 
 
 
 
 
Operating
22

 
2

 
1,980

 

 
2,004

Selling, general and administrative
23

 
68

 
437

 

 
528

Depreciation and amortization
1

 
6

 
49

 

 
56

Total costs and expenses
46

 
76

 
2,466

 

 
2,588

Operating income (loss)
(4
)
 
(74
)
 
747

 

 
669

Interest (expense) income, net
(127
)
 
(120
)
 
151

 

 
(96
)
Other items, net
1

 
(12
)
 
16

 

 
5

Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies
(130
)
 
(206
)
 
914

 

 
578

Benefit (provision) for income taxes
39

 
62

 
(270
)
 

 
(169
)
Equity in earnings (loss) of investee companies, net of tax
149

 
339

 
(12
)
 
(488
)
 
(12
)
Net earnings from continuing operations
58

 
195

 
632

 
(488
)
 
397

Net loss from discontinued operations, net of tax

 

 
(339
)
 

 
(339
)
Net earnings
$
58

 
$
195

 
$
293

 
$
(488
)
 
$
58

Total comprehensive income
$
70

 
$
190

 
$
302

 
$
(492
)
 
$
70


-25-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

 
Statement of Operations
 
For the Six Months Ended June 30, 2017
 
CBS Corp.
 
CBS
Operations
Inc.
 
Non-
Guarantor
Affiliates
 
Eliminations
 
CBS Corp.
Consolidated
Revenues
$
84

 
$
5

 
$
6,511

 
$

 
$
6,600

Costs and expenses:
 
 
 
 
 
 
 
 
 
Operating
46

 
3

 
4,029

 

 
4,078

Selling, general and administrative
43

 
132

 
863

 

 
1,038

Depreciation and amortization
2

 
12

 
97

 

 
111

Total costs and expenses
91

 
147

 
4,989

 

 
5,227

Operating income (loss)
(7
)
 
(142
)
 
1,522

 

 
1,373

Interest (expense) income, net
(249
)
 
(237
)
 
294

 

 
(192
)
Other items, net
1

 
(25
)
 
30

 

 
6

Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies
(255
)
 
(404
)
 
1,846

 

 
1,187

Benefit (provision) for income taxes
77

 
122

 
(506
)
 

 
(307
)
Equity in earnings (loss) of investee companies, net of tax
(16
)
 
693

 
(29
)
 
(677
)
 
(29
)
Net earnings (loss) from continuing operations
(194
)
 
411

 
1,311

 
(677
)
 
851

Net loss from discontinued operations, net of tax

 

 
(1,045
)
 

 
(1,045
)
Net earnings (loss)
$
(194
)
 
$
411

 
$
266

 
$
(677
)
 
$
(194
)
Total comprehensive income (loss)
$
(168
)
 
$
404

 
$
281

 
$
(685
)
 
$
(168
)


-26-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

 
Statement of Operations
 
For the Three Months Ended June 30, 2016
 
CBS Corp.
 
CBS
Operations
Inc.
 
Non-
Guarantor
Affiliates
 
Eliminations
 
CBS Corp.
Consolidated
Revenues
$
36

 
$
3

 
$
2,937

 
$

 
$
2,976

Costs and expenses:
 
 
 
 
 
 
 
 
 
Operating
15

 
2

 
1,741

 

 
1,758

Selling, general and administrative
21

 
66

 
423

 

 
510

Depreciation and amortization
1

 
6

 
50

 

 
57

Total costs and expenses
37

 
74

 
2,214

 

 
2,325

Operating income (loss)
(1
)
 
(71
)
 
723

 

 
651

Interest (expense) income, net
(124
)
 
(106
)
 
138

 

 
(92
)
Other items, net
(1
)
 
13

 
(16
)
 

 
(4
)
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies
(126
)
 
(164
)
 
845

 

 
555

Benefit (provision) for income taxes
40

 
51

 
(264
)
 

 
(173
)
Equity in earnings (loss) of investee companies, net of tax
509

 
289

 
(9
)
 
(798
)
 
(9
)
Net earnings from continuing operations
423

 
176

 
572

 
(798
)
 
373

Net earnings from discontinued operations, net of tax

 

 
50

 

 
50

Net earnings
$
423

 
$
176

 
$
622

 
$
(798
)
 
$
423

Total comprehensive income
$
432

 
$
185

 
$
611

 
$
(796
)
 
$
432


-27-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

 
Statement of Operations
 
For the Six Months Ended June 30, 2016
 
CBS Corp.
 
CBS
Operations
Inc.
 
Non-
Guarantor
Affiliates
 
Eliminations
 
CBS Corp.
Consolidated
Revenues
$
83

 
$
6

 
$
6,475

 
$

 
$
6,564

Costs and expenses:
 
 
 
 
 
 
 
 
 
Operating
32

 
3

 
3,995

 

 
4,030

Selling, general and administrative
42

 
132

 
839

 

 
1,013

Depreciation and amortization
2

 
11

 
101

 

 
114

Other operating items, net

 

 
(9
)
 

 
(9
)
Total costs and expenses
76

 
146

 
4,926

 

 
5,148

Operating income (loss)
7

 
(140
)
 
1,549

 

 
1,416

Interest (expense) income, net
(248
)
 
(210
)
 
273

 

 
(185
)
Other items, net
(2
)
 
3

 
(8
)
 

 
(7
)
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies
(243
)
 
(347
)
 
1,814

 

 
1,224

Benefit (provision) for income taxes
77

 
110

 
(566
)
 

 
(379
)
Equity in earnings (loss) of investee companies, net of tax
1,062

 
549

 
(30
)
 
(1,611
)
 
(30
)
Net earnings from continuing operations
896

 
312

 
1,218

 
(1,611
)
 
815

Net earnings from discontinued operations, net of tax

 

 
81

 

 
81

Net earnings
$
896

 
$
312

 
$
1,299

 
$
(1,611
)
 
$
896

Total comprehensive income
$
916

 
$
325

 
$
1,290

 
$
(1,615
)
 
$
916



-28-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

 
Balance Sheet
 
At June 30, 2017
 
CBS Corp.
 
CBS
Operations
Inc.
 
Non-
Guarantor
Affiliates
 
Eliminations
 
CBS Corp.
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
15

 
$

 
$
155

 
$

 
$
170

Receivables, net
22

 
2

 
3,275

 

 
3,299

Programming and other inventory
4

 
3

 
1,553

 

 
1,560

Prepaid expenses and other current assets
94

 
31

 
266

 
(33
)
 
358

Current assets of discontinued operations

 

 
299

 

 
299

Total current assets
135

 
36

 
5,548

 
(33
)
 
5,686

Property and equipment
48

 
205

 
2,714

 

 
2,967

Less accumulated depreciation and amortization
26

 
151

 
1,576

 

 
1,753

Net property and equipment
22

 
54

 
1,138

 

 
1,214

Programming and other inventory
3

 
6

 
2,450

 

 
2,459

Goodwill
98

 
62

 
4,731

 

 
4,891

Intangible assets

 

 
2,627

 

 
2,627

Investments in consolidated subsidiaries
44,467

 
14,544

 

 
(59,011
)
 

Other assets
149

 
8

 
2,401

 

 
2,558

Intercompany

 
1,455

 
28,442

 
(29,897
)
 

Assets of discontinued operations

 

 
3,218

 

 
3,218

Total Assets
$
44,874

 
$
16,165

 
$
50,555

 
$
(88,941
)
 
$
22,653

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
Accounts payable
$
1

 
$
4

 
$
119

 
$

 
$
124

Participants’ share and royalties payable

 

 
1,005

 

 
1,005

Program rights
4

 
3

 
255

 

 
262

Commercial paper
263

 

 

 

 
263

Current portion of long-term debt
6

 

 
17

 

 
23

Accrued expenses and other current liabilities
383

 
212

 
830

 
(33
)
 
1,392

Current liabilities of discontinued operations

 

 
161

 

 
161

Total current liabilities
657

 
219

 
2,387

 
(33
)
 
3,230

Long-term debt
8,801

 

 
97

 

 
8,898

Other liabilities
2,892

 
238

 
2,285

 

 
5,415

Liabilities of discontinued operations

 

 
2,483

 

 
2,483

Intercompany
29,897

 

 

 
(29,897
)
 

Stockholders’ Equity:
 
 
 
 
 
 
 
 
 
Preferred stock

 

 
126

 
(126
)
 

Common stock
1

 
123

 
590

 
(713
)
 
1

Additional paid-in capital
43,820

 

 
60,894

 
(60,894
)
 
43,820

Retained earnings (accumulated deficit)
(19,451
)
 
15,894

 
(13,572
)
 
(2,322
)
 
(19,451
)
Accumulated other comprehensive income (loss)
(741
)
 
22

 
65

 
(87
)
 
(741
)
 
23,629

 
16,039

 
48,103

 
(64,142
)
 
23,629

Less treasury stock, at cost
21,002

 
331

 
4,800

 
(5,131
)
 
21,002

Total Stockholders’ Equity
2,627

 
15,708

 
43,303

 
(59,011
)
 
2,627

Total Liabilities and Stockholders’ Equity
$
44,874

 
$
16,165

 
$
50,555

 
$
(88,941
)
 
$
22,653


-29-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

 
Balance Sheet
 
At December 31, 2016
 
CBS Corp.
 
CBS
Operations
Inc.
 
Non-
Guarantor
Affiliates
 
Eliminations
 
CBS Corp.
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
321

 
$

 
$
277

 
$

 
$
598

Receivables, net
27

 
2

 
3,285

 

 
3,314

Programming and other inventory
3

 
3

 
1,421

 

 
1,427

Prepaid expenses and other current assets
102

 
55

 
297

 
(35
)
 
419

Current assets of discontinued operations

 

 
305

 

 
305

Total current assets
453


60


5,585


(35
)

6,063

Property and equipment
47

 
201

 
2,687

 

 
2,935

Less accumulated depreciation and amortization
25

 
140

 
1,529

 

 
1,694

Net property and equipment
22


61


1,158



 
1,241

Programming and other inventory
5

 
7

 
2,427

 

 
2,439

Goodwill
98

 
62

 
4,704

 

 
4,864

Intangible assets

 

 
2,633

 

 
2,633

Investments in consolidated subsidiaries
44,473

 
13,853

 

 
(58,326
)
 

Other assets
150

 
8

 
2,549

 

 
2,707

Intercompany

 
1,785

 
26,976

 
(28,761
)
 

Assets of discontinued operations

 
3

 
4,288

 

 
4,291

Total Assets
$
45,201


$
15,839


$
50,320


$
(87,122
)
 
$
24,238

Liabilities and Stockholders Equity
 
 
 
 
 
 
 
 
 
Accounts payable
$
1

 
$
3

 
$
144

 
$

 
$
148

Participants’ share and royalties payable

 

 
1,024

 

 
1,024

Program rights
4

 
4

 
282

 

 
290

Commercial paper
450

 

 

 

 
450

Current portion of long-term debt
6

 

 
17

 

 
23

Accrued expenses and other current liabilities
421

 
284

 
948

 
(35
)
 
1,618

Current liabilities of discontinued operations

 

 
155

 

 
155

Total current liabilities
882


291


2,570


(35
)
 
3,708

Long-term debt
8,798

 

 
104

 

 
8,902

Other liabilities
3,071

 
244

 
2,173

 

 
5,488

Liabilities of discontinued operations

 

 
2,451

 

 
2,451

Intercompany
28,761

 

 

 
(28,761
)
 

Stockholders’ Equity:
 
 
 
 
 
 
 
 


Preferred stock

 

 
126

 
(126
)
 

Common stock
1

 
123

 
590

 
(713
)
 
1

Additional paid-in capital
43,913

 

 
60,894

 
(60,894
)
 
43,913

Retained earnings (accumulated deficit)
(19,257
)
 
15,483

 
(13,838
)
 
(1,645
)
 
(19,257
)
Accumulated other comprehensive income (loss)
(767
)
 
29

 
50

 
(79
)
 
(767
)
 
23,890


15,635


47,822


(63,457
)
 
23,890

Less treasury stock, at cost
20,201

 
331

 
4,800

 
(5,131
)
 
20,201

Total Stockholders’ Equity
3,689

 
15,304

 
43,022

 
(58,326
)
 
3,689

Total Liabilities and Stockholders’ Equity
$
45,201


$
15,839


$
50,320


$
(87,122
)
 
$
24,238


-30-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

 
Statement of Cash Flows
 
For the Six Months Ended June 30, 2017
 
CBS Corp.
 
CBS
Operations
Inc.
 
Non-
Guarantor
Affiliates
 
Eliminations
 
CBS Corp.
Consolidated
Net cash flow (used for) provided by operating activities
$
(608
)
 
$
(153
)
 
$
1,699

 
$

 
$
938

Investing Activities:
 
 
 
 
 
 
 
 
 
Acquisitions

 

 
(21
)
 

 
(21
)
Capital expenditures

 
(10
)
 
(58
)
 

 
(68
)
Investments in and advances to investee companies

 

 
(65
)
 

 
(65
)
Proceeds from dispositions

 

 
1

 

 
1

Other investing activities
14

 

 

 

 
14

Net cash flow provided by (used for) investing activities from continuing operations
14

 
(10
)
 
(143
)
 

 
(139
)
Net cash flow used for investing activities from discontinued operations

 
(1
)
 
(12
)
 

 
(13
)
Net cash flow provided by (used for) investing activities
14

 
(11
)
 
(155
)
 

 
(152
)
Financing Activities:
 
 
 
 
 
 
 
 
 
Repayments of short-term debt borrowings, net
(187
)
 

 

 

 
(187
)
Proceeds from debt borrowings of CBS Radio

 

 
24

 

 
24

Repayment of debt borrowings of CBS Radio

 

 
(5
)
 

 
(5
)
Payment of capital lease obligations

 

 
(8
)
 

 
(8
)
Payment of contingent consideration

 

 
(7
)
 

 
(7
)
Dividends
(151
)
 

 

 

 
(151
)
Purchase of Company common stock
(845
)
 

 

 

 
(845
)
Payment of payroll taxes in lieu of issuing
shares for stock-based compensation
(89
)
 

 

 

 
(89
)
Proceeds from exercise of stock options
39

 

 

 

 
39

Increase (decrease) in intercompany payables
1,521

 
164

 
(1,685
)
 

 

Net cash flow provided by (used for) financing activities
288

 
164

 
(1,681
)
 

 
(1,229
)
Net decrease in cash and cash equivalents
(306
)
 

 
(137
)
 

 
(443
)
Cash and cash equivalents at beginning of period
(includes $24 million of discontinued operations cash)
321

 

 
301

 

 
622

Cash and cash equivalents at end of period
(includes $9 million of discontinued operations cash)
$
15

 
$

 
$
164

 
$

 
$
179


-31-



CBS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

 
Statement of Cash Flows
 
For the Six Months Ended June 30, 2016
 
CBS Corp.
 
CBS
Operations
Inc.
 
Non-
Guarantor
Affiliates
 
Eliminations
 
CBS Corp.
Consolidated
Net cash flow (used for) provided by operating activities
$
(476
)
 
$
(116
)
 
$
1,843

 
$

 
$
1,251

Investing Activities:
 
 
 
 
 
 
 
 


Acquisitions

 

 
(51
)
 

 
(51
)
Capital expenditures

 
(11
)
 
(58
)
 

 
(69
)
Investments in and advances to investee companies

 

 
(43
)
 

 
(43
)
Proceeds from dispositions
(4
)
 

 
23

 

 
19

Other investing activities
4

 

 

 

 
4

Net cash flow used for investing activities from continuing operations


(11
)

(129
)


 
(140
)
Net cash flow used for investing activities from discontinued operations

 

 
(2
)
 

 
(2
)
Net cash flow used for investing activities


(11
)

(131
)


 
(142
)
Financing Activities:
 
 
 
 
 
 
 
 


Proceeds from short-term borrowings, net
163

 

 

 

 
163

Repayment of senior debentures
(199
)
 

 

 

 
(199
)
Payment of capital lease obligations

 

 
(8
)
 

 
(8
)
Dividends
(142
)
 

 

 

 
(142
)
Purchase of Company common stock
(1,033
)
 

 

 

 
(1,033
)
Payment of payroll taxes in lieu of issuing
shares for stock-based compensation
(57
)
 

 

 

 
(57
)
Proceeds from exercise of stock options
10

 

 

 

 
10

Excess tax benefit from stock-based compensation
11

 

 

 

 
11

Other financing activities
(1
)
 

 

 

 
(1
)
Increase (decrease) in intercompany payables
1,503

 
127

 
(1,630
)
 

 

Net cash flow provided by (used for) financing activities
255

 
127

 
(1,638
)
 

 
(1,256
)
Net (decrease) increase in cash and cash equivalents
(221
)



74



 
(147
)
Cash and cash equivalents at beginning of period
(includes $6 million of discontinued operations cash)
267

 
1

 
55

 

 
323

Cash and cash equivalents at end of period
(includes $9 million of discontinued operations cash)
$
46


$
1


$
129


$

 
$
176


-32-



Item 2.
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 CBS Corporation (the “Company” or “CBS Corp.”) should be read in conjunction with the consolidated financial statements and related notes in the Company’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2016.

Overview

Business overview and strategy
The Company operates businesses which span the media and entertainment industries, including the CBS Television Network, cable networks, content production and distribution, television stations, internet-based businesses, and consumer publishing. The Company’s principal strategy is to create and acquire premium content that is widely accepted by audiences and generate both advertising and non-advertising revenues from the distribution of this content on multiple media platforms and to various geographic locations. The Company continues to increase its investment in both Company-owned and acquired premium content to enhance its opportunities for revenue growth, which include exhibiting the Company’s content on multiple digital platforms, including the Company’s owned digital streaming services as well as third-party live television streaming offerings; expanding the distribution of its content internationally; and securing compensation from multichannel video programming distributors (“MVPDs”) and television stations affiliated with the CBS Television Network. The Company also seeks to grow its advertising revenues by monetizing all content viewership as industry measurements evolve to reflect viewers’ changing habits. The Company’s continued ability to capitalize on these and other emerging opportunities will provide it with incremental advertising and non-advertising revenues.

Operational highlights - Three Months Ended June 30, 2017 versus Three Months Ended June 30, 2016
Consolidated results of operations
 
 
 
 
Increase/(Decrease)
 
Three Months Ended June 30,
2017

2016
 
$
 
%
 
GAAP:
 
 
 
 
 
 
 
 
Revenues
$
3,257

 
$
2,976

 
$
281

 
9
 %
 
Operating income
$
669

 
$
651

 
$
18

 
3
 %
 
Net earnings from continuing operations
$
397

 
$
373

 
$
24

 
6
 %
 
Net earnings
$
58

 
$
423

 
$
(365
)
 
(86
)%
 
Diluted EPS from continuing operations
$
.97

 
$
.82

 
$
.15

 
18
 %
 
Diluted EPS
$
.14

 
$
.93

 
$
(.79
)
 
(85
)%
 
 
 
 
 
 
 
 
 
 
Non-GAAP: (a)
 
 
 
 
 
 
 
 
Adjusted net earnings
$
427

 
$
423

 
$
4

 
1
 %
 
Adjusted diluted EPS
$
1.04

 
$
.93

 
$
.11

 
12
 %
 
(a) See page 36 for reconciliations of adjusted results to the most directly comparable financial measures in accordance with accounting principles generally accepted in the United States (“GAAP”).
For the second quarter of 2017, the Company’s results benefited from growth in retransmission revenues and station affiliation fees as well as an increase in television licensing sales, reflecting a higher volume of titles available for sale as a result of recent increased investment in internally-produced series. However, the comparison with the prior year was impacted by the high-margin international licensing of five Star Trek library series in the second quarter of 2016.

For the three months ended June 30, 2017, the 9% increase in revenues reflects growth across all of the Company’s major revenue streams, led by 16% growth in affiliate and subscription fee revenues, which was driven by 25% growth in station affiliation fees and retransmission revenues, as well as growth from new initiatives, including the Company’s owned streaming subscription services, CBS All Access and the Showtime digital streaming

-33-



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


subscription offering, and third-party live television streaming services. Advertising revenues increased 4% as a result of the broadcast of the semifinals and finals of the NCAA Division I Men’s Basketball Championship (“NCAA Tournament”), which are broadcast on the CBS Television Network every other year through 2032 under the current agreements with the NCAA and Turner Broadcasting System, Inc. Content licensing and distribution revenues benefited from a higher volume of television licensing sales and increased 12%, despite the international licensing sales of Star Trek library programming in the second quarter of 2016.

Operating income for the three months ended June 30, 2017 increased 3%, primarily driven by the growth in affiliate and subscription fee revenues, partially offset by lower non-sports advertising revenues. The operating income margin decreased one point to 21% for the second quarter of 2017 from 22% for the second quarter of 2016, primarily as a result of the mix of revenues. 2016 included higher-margin television licensing sales of Star Trek library programming, and 2017 was impacted by lower-margin revenues from the NCAA Tournament. Net earnings from continuing operations increased 6% and diluted earnings per share (“EPS”) from continuing operations increased 18%, reflecting the higher operating income. Diluted EPS from continuing operations also benefited from lower weighted average shares outstanding in the second quarter of 2017 as a result of the Company’s ongoing share repurchase program. Net earnings for the three months ended June 30, 2017 of $58 million included a noncash charge of $365 million, or $.89 per diluted share, in discontinued operations to reduce the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom Communications Corp. (“Entercom”). CBS Radio is classified as held for sale and therefore, in accordance with Financial Accounting Standards Board (“FASB”) guidance, its carrying value will continue to be adjusted based on the trading price of Entercom’s stock, which could result in future gains or losses.

Operational highlights - Six Months Ended June 30, 2017 versus Six Months Ended June 30, 2016
Consolidated results of operations
 
 
 
 
Increase/(Decrease)
 
Six Months Ended June 30,
2017
 
2016
 
$
 
%
 
GAAP:
 
 
 
 
 
 
 
 
Revenues
$
6,600

 
$
6,564

 
$
36

 
1
 %
 
Operating income
$
1,373

 
$
1,416

 
$
(43
)
 
(3
)%
 
Net earnings from continuing operations
$
851

 
$
815

 
$
36

 
4
 %
 
Net earnings (loss)
$
(194
)
 
$
896

 
$
(1,090
)
 
(122
)%
 
Diluted EPS from continuing operations
$
2.06

 
$
1.78

 
$
.28

 
16
 %
 
Diluted EPS
$
(.47
)
 
$
1.95

 
$
(2.42
)
 
(124
)%
 
 
 
 
 
 
 
 
 
 
Non-GAAP: (a)
 
 
 
 
 
 
 
 
Adjusted operating income
$
1,373

 
$
1,407

 
$
(34
)
 
(2
)%
 
Adjusted net earnings from continuing operations
$
829

 
$
816

 
$
13

 
2
 %
 
Adjusted net earnings
$
868

 
$
897

 
$
(29
)
 
(3
)%
 
Adjusted diluted EPS from continuing operations
$
2.01

 
$
1.78

 
$
.23

 
13
 %
 
Adjusted diluted EPS
$
2.10

 
$
1.95

 
$
.15

 
8
 %
 
(a) See pages 36 - 37 for reconciliations of adjusted results to the most directly comparable financial measures in accordance with GAAP.
For the six months ended June 30, 2017, revenues increased 1% despite a difficult comparison to 2016, which included CBS’s broadcast of Super Bowl 50 and international licensing sales of five Star Trek library series. The growth was driven by 16% higher affiliate and subscription fee revenues, led by 27% growth in station affiliation fees and retransmission revenues, as well as growth from new initiatives, including the Company’s owned streaming subscription services, CBS All Access and the Showtime digital streaming subscription service, and third-

-34-



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


party live television streaming services. In addition, content licensing and distribution revenues increased 14%, reflecting growth in domestic television licensing sales and strong demand for the Company’s content internationally, partially offset by the aforementioned 2016 sales of Star Trek library programming.
Operating income decreased 3% for the six months ended June 30, 2017, primarily as a result of a mix of lower-margin revenues in 2017 compared to 2016. Net earnings from continuing operations increased 4% and diluted EPS from continuing operations increased 16%, as a result of tax benefits in 2017 from the resolution of certain state income tax matters and from the exercise of stock options and vesting of restricted stock units (“RSUs”) as a result of the adoption of new accounting guidance during the first quarter of 2017, partially offset by lower operating income. Diluted EPS from continuing operations also benefited from lower weighted average shares outstanding in 2017 as a result of the Company’s ongoing share repurchase program. Adjusted net earnings from continuing operations and adjusted diluted EPS from continuing operations, which exclude a tax benefit of $22 million, or $.05 per diluted share, from the resolution of state income tax matters, increased 2% and 13%, respectively. The Company reported a net loss of $194 million for the six months ended June 30, 2017, which included a noncash charge of $1.08 billion, or $2.62 per diluted share, in discontinued operations to reduce the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom. CBS Radio is classified as held for sale and therefore, in accordance with FASB guidance, its carrying value will continue to be adjusted based on the trading price of Entercom’s stock, which could result in future gains or losses. Adjusted net earnings from continuing operations and Adjusted diluted EPS from continuing operations are non-GAAP financial measures. See pages 36 - 37 for details of the discrete items excluded from financial results, along with reconciliations of adjusted results to the most directly comparable financial measures in accordance with GAAP.
The Company generated operating cash flow from continuing operations of $909 million for the six months ended June 30, 2017 compared with $1.14 billion for the six months ended June 30, 2016. Free cash flow for the six months ended June 30, 2017 was $841 million compared with $1.07 billion for the same prior-year period. These decreases were driven by the benefit in 2016 from CBS’s broadcast of Super Bowl 50, and discretionary pension contributions of $100 million made during the first quarter of 2017 to prefund the Company’s qualified plans. Free cash flow for the three and six months ended June 30, 2017 benefited from higher affiliate and subscription fee revenues. Free cash flow is a non-GAAP financial measure. See “Free Cash Flow” on pages 51 - 52 for a reconciliation of net cash flow provided by (used for) operating activities, the most directly comparable GAAP financial measure, to free cash flow.

Recent Developments
In connection with the Company’s previously announced agreement to combine CBS Radio with Entercom in a merger following the separation of CBS Radio through a tax-free split-off, CBS Radio filed a registration statement on Forms S-4 and S-1 with the Securities and Exchange Commission (“SEC”) on April 13, 2017, and two subsequent amendments to such registration statement, with the most recent amendment filed on July 10, 2017. The Company expects the transaction to be completed during the fourth quarter of 2017, subject to customary approvals and closing conditions. CBS Radio has been presented as a discontinued operation in the consolidated financial statements for all periods presented.

In July 2017, the Company issued $400 million of 2.50% senior notes due 2023 and $500 million of 3.375% senior notes due 2028. The Company used the net proceeds from these issuances to repay its $400 million outstanding 1.95% senior notes which matured on July 1, 2017, and to redeem all of its $300 million outstanding 4.625% senior notes due May 2018. The remaining net proceeds were used for general corporate purposes, including the repayment of short-term borrowings, including commercial paper. Subsequent to the July 2017 issuances, repayment and redemption of senior notes, the Company had $9.04 billion of long-term debt outstanding, excluding capital leases, at a weighted average interest rate of 4.43%.

-35-



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


Share Repurchases and Dividends
During the second quarter of 2017, the Company repurchased 4.7 million shares of its Class B Common Stock under its share repurchase program for $300 million, at an average cost of $63.64 per share. During the six months ended June 30, 2017, the Company repurchased 12.3 million shares of its Class B Common Stock for $800 million, at an average cost of $65.08 per share, leaving $3.31 billion of authorization at June 30, 2017.

During the second quarter of 2017, the Company declared a quarterly cash dividend of $.18 on its Class A and Class B Common Stock, resulting in total dividends of $73 million, which were paid on July 1, 2017.

Reconciliation of Non-GAAP Measures
Results for the three and six months ended June 30, 2017 and the six months ended June 30, 2016 included discrete items that were not part of the normal course of operations. The following tables present non-GAAP financial measures, which exclude the impact of these discrete items, reconciled to the most directly comparable financial measures in accordance with GAAP. The Company believes that presenting its financial results adjusted for the impact of discrete items is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by the Company’s management and provides a clearer perspective on the underlying performance of the Company.
 
Three Months Ended June 30, 2017
 
Reported
 
Discontinued Operations Adjustments (a)
 
Adjusted
 
Net earnings from continuing operations
$
397

 
 
$

 
 
$
397

 
Net earnings (loss) from discontinued operations, net of tax
(339
)
 
 
369

 
 
30

 
Net earnings
$
58

 
 
$
369

 
 
$
427

 
Diluted EPS from continuing operations
$
.97

 
 
$

 
 
$
.97

 
Diluted EPS
$
.14

 
 
$
.90

 
 
$
1.04

 

 
Six Months Ended June 30, 2017
 
Reported
 
Discrete Tax Item (b)
 
Discontinued Operations Adjustments (a)
 
 
Adjusted
 
Earnings from continuing operations before income taxes
$
1,187

 
 
$

 
 
 
$

 
 
 
$
1,187

 
Provision for income taxes
(307
)
 
 
(22
)
 
 
 

 
 
 
(329
)
 
Equity in loss of investee companies, net of tax
(29
)
 
 

 
 
 

 
 
 
(29
)
 
Net earnings from continuing operations
851

 
 
(22
)
 
 
 

 
 
 
829

 
Net earnings (loss) from discontinued operations, net of tax
(1,045
)
 
 

 
 
 
1,084

 
 
 
39

 
Net earnings (loss)
$
(194
)
 
 
$
(22
)
 
 
 
$
1,084

 
 
 
$
868

 
Diluted EPS from continuing operations
$
2.06

 
 
$
(.05
)
 
 
 
$

 
 
 
$
2.01

 
Diluted EPS
$
(.47
)
 
 
$
(.05
)
 
 
 
$
2.62

 
 
 
$
2.10

 
(a) Reflects noncash charges of $365 million and $1.08 billion for the three and six months ended June 30, 2017, respectively, to record a valuation allowance for the carrying value of CBS Radio, and a restructuring charge of $7 million ($4 million, net of tax) at CBS Radio.
(b) Reflects a tax benefit in the first quarter of 2017 from the resolution of certain state income tax matters.
 

-36-



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


 
Six Months Ended June 30, 2016
 
Reported
 
Other Operating Items (a)
 
Write-down of Investment (b)
 
Adjusted
 
Operating income
$
1,416

 
 
$
(9
)
 
 
 
$

 
 
$
1,407

 
Interest expense
(200
)
 
 

 
 
 

 
 
(200
)
 
Interest income
15

 
 

 
 
 

 
 
15

 
Other items, net
(7
)
 
 

 
 
 

 
 
(7
)
 
Earnings from continuing operations before income taxes
1,224

 
 
(9
)
 
 
 

 
 
1,215

 
Provision for income taxes
(379
)
 
 
4

 
 
 

 
 
(375
)
 
Equity in loss of investee companies, net of tax
(30
)
 
 

 
 
 
6

 
 
(24
)
 
Net earnings from continuing operations
815

 
 
(5
)
 
 
 
6

 
 
816

 
Net earnings from discontinued operations, net of tax
81

 
 

 
 
 

 
 
81

 
Net earnings
$
896

 
 
$
(5
)
 
 
 
$
6

 
 
$
897

 
Diluted EPS from continuing operations
$
1.78

 
 
$
(.01
)
 
 
 
$
.01

 
 
$
1.78

 
Diluted EPS
$
1.95

 
 
$
(.01
)
 
 
 
$
.01

 
 
$
1.95

 
(a) Reflects a gain on the sale of an internet business in China and a multiyear, retroactive impact of a new operating tax.
(b) Reflects the write-down of an international television joint venture to its fair value.

Consolidated Results of Operations
Three and Six Months Ended June 30, 2017 versus Three and Six Months Ended June 30, 2016
Revenues
 
Three Months Ended June 30,
 
 
 
 
% of Total
Revenues
 
 
 
% of Total
Revenues
 
Increase/(Decrease)
 
Revenues by Type
2017
 
 
2016
 
 
$
 
%
 
Advertising
$
1,299

 
40
%
 
$
1,245

 
42
%
 
$
54

 
4
 %
 
Content licensing and distribution
1,056

 
32

 
943

 
32

 
113

 
12

 
Affiliate and subscription fees
848

 
26

 
733

 
24

 
115

 
16

 
Other
54

 
2

 
55

 
2

 
(1
)
 
(2
)
 
Total Revenues
$
3,257

 
100
%
 
$
2,976

 
100
%
 
$
281

 
9
 %
 
 
Six Months Ended June 30,
 
 
 
 
% of Total
Revenues
 
 
 
% of Total
Revenues
 
Increase/(Decrease)
 
Revenues by Type
2017
 
 
2016
 
 
$
 
%
 
Advertising
$
2,902

 
44
%
 
$
3,330

 
51
%
 
$
(428
)
 
(13
)%
 
Content licensing and distribution
1,901

 
29

 
1,672

 
25

 
229

 
14

 
Affiliate and subscription fees
1,690

 
25

 
1,455

 
22

 
235

 
16

 
Other
107

 
2

 
107

 
2

 

 

 
Total Revenues
$
6,600

 
100
%
 
$
6,564

 
100
%
 
$
36

 
1
 %
 
Advertising
For the three months ended June 30, 2017, the 4% increase in advertising revenues reflects 7% growth in network advertising revenues, driven by CBS’s broadcast of the semifinals and finals of the NCAA Tournament, partially offset by a decline in non-sports advertising revenues. The semifinals and finals of the NCAA Tournament are broadcast on the CBS Television Network every other year through 2032 under the current agreements with the NCAA and Turner Broadcasting System, Inc. For the six months ended June 30, 2017, the 13% decrease in advertising revenues primarily reflects the impact of two noncomparable sporting events that benefited 2016: the

-37-



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


broadcast of Super Bowl 50 and one additional NFL playoff game on the CBS Television Network, as well as lower political and non-sports advertising sales. These decreases were partially offset by the previously mentioned broadcast of additional NCAA Tournament games in the second quarter of 2017.

The Company recently completed the CBS Television Network’s upfront advertising sales (“Upfront”) for the 2017/2018 television broadcast season, which runs from the middle of September 2017 through the middle of September 2018. A significant portion of advertising spots for the CBS Television Network’s non-sports programming is sold during May through July in the Upfront each year. This year’s Upfront concluded with increases in pricing compared with the prior broadcast season, and a majority of the Company’s deals will be based on a live-plus-seven day viewing window, which are expected to benefit advertising revenues during the 2017/2018 broadcast season. However, overall advertising revenues for the Company will be dependent on ratings for its programming and market conditions, including demand in the scatter advertising market, which is when advertisers purchase the remaining advertising spots closer to the broadcast of the related programming. Additionally, in the second half of 2017, the advertising revenue comparison with the prior year will continue to be negatively affected by the benefit in 2016 from strong political advertising.

Content Licensing and Distribution
For the three months ended June 30, 2017, content licensing and distribution revenues benefited from a higher volume of television licensing sales and increased 12%, despite the international licensing sales of five Star Trek library series in the second quarter of 2016. For the six months ended June 30, 2017, the 14% increase in content licensing and distribution revenues was driven by growth in domestic television licensing sales and strong demand for the Company’s content internationally, partially offset by the licensing sales of Star Trek in 2016. Content licensing and distribution revenues for the three and six months ended June 30, 2017 benefited from additional titles available for sale as a result of the Company’s recent increased investment in internally-produced series.

For the remainder of 2017, the content licensing and distribution revenues comparison will be impacted by fluctuations resulting from the timing of when Company-owned television series are made available for multiyear licensing agreements. Television license fee revenues are recognized at the beginning of the license period in which programs are made available to the licensee for exhibition.

Affiliate and Subscription Fees
For the three and six months ended June 30, 2017, the increase in affiliate and subscription fees of 16% in each period reflects growth in station affiliation fees and retransmission revenues, and higher revenues from new initiatives, including the Company’s owned streaming subscription services, CBS All Access and the Showtime digital streaming subscription offering, and third-party live television streaming offerings.

Affiliate and subscription fees for the third quarter of 2017 are expected to include revenues from the Floyd Mayweather/Conor McGregor pay-per-view boxing event.

Over the next few years, the Company expects to benefit from the renewal of several of its agreements with station affiliates and MVPDs as well as from agreements with new distributors of live television streaming offerings. In addition, the Company’s existing agreements with station affiliates and MVPDs include annual contractual increases. Together, these factors are expected to result in continued growth in affiliate and subscription fees over the next several years.

-38-



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


International Revenues
The Company generated approximately 15% and 19% of its total revenues from international regions for the three months ended June 30, 2017 and 2016, respectively, and generated approximately 14% and 15% of its total revenues from international regions for the six months ended June 30, 2017 and 2016, respectively.

Operating Expenses
 
Three Months Ended June 30,
 
 
 
 
% of Operating Expenses
 
 
 
% of Operating Expenses
 
Increase/(Decrease)
 
Operating Expenses by Type
2017
 
 
2016
 
 
$
 
%
 
Programming
$
652

 
33
%
 
$
525

 
30
%
 
$
127

 
24
%
 
Production
726

 
36

 
630

 
36

 
96

 
15

 
Participation, distribution and royalty
290

 
14

 
285

 
16

 
5

 
2

 
Other
336

 
17

 
318

 
18

 
18

 
6

 
Total Operating Expenses
$
2,004

 
100
%
 
$
1,758

 
100
%
 
$
246

 
14
%
 
 
Six Months Ended June 30,
 
 
 
 
% of Operating Expenses
 
 
 
% of Operating Expenses
 
Increase/(Decrease)
 
Operating Expenses by Type
2017
 
 
2016
 
 
$
 
%
 
Programming
$
1,509

 
37
%
 
$
1,633

 
41
%
 
$
(124
)
 
(8
)%
 
Production
1,383

 
34

 
1,267

 
31

 
116

 
9

 
Participation, distribution and royalty
526

 
13

 
497

 
12

 
29

 
6

 
Other
660

 
16

 
633

 
16

 
27

 
4

 
Total Operating Expenses
$
4,078

 
100
%
 
$
4,030

 
100
%
 
$
48

 
1
 %
 

For the three months ended June 30, 2017, the 24% increase in programming expenses was driven by higher sports programming costs, mainly associated with CBS’s broadcast of the semifinals and finals of the NCAA Tournament. For the six months ended June 30, 2017, the 8% decrease in programming expenses was driven by lower sports programming costs, as 2016 included costs associated with the broadcast of Super Bowl 50, which were partially offset by costs associated with the 2017 broadcast of additional NCAA Tournament games.

For the three and six months ended June 30, 2017, the increases in production expenses of 15% and 9%, respectively, reflect higher costs associated with the increase in television licensing revenues and a higher investment in internally-produced television series. For the six months ended June 30, 2017, these increases were partially offset by lower sports production costs as the first quarter of 2016 included CBS’s broadcast of Super Bowl 50.

For the three and six months ended June 30, 2017, the increases in participation, distribution and royalty costs of 2% and 6%, respectively, primarily reflect higher residuals resulting from the increase in television licensing revenues.

Selling, General and Administrative Expenses
 
Three Months Ended June 30,
 
2017
 
% of Revenues
 
2016
 
% of Revenues
 
Increase/(Decrease)
 
Selling, general and administrative expenses
$
528

 
 
16
%
 
 
$
510

 
 
17
%
 
 
 
4
%
 
 

-39-



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


 
Six Months Ended June 30,
 
2017
 
% of Revenues
 
2016
 
% of Revenues
 
Increase/(Decrease)
 
Selling, general and administrative expenses
$
1,038

 
 
16
%
 
 
$
1,013

 
 
15
%
 
 
 
2
%
 
 

Selling, general and administrative (“SG&A”) expenses include expenses incurred for selling and marketing costs, occupancy and back office support. For the three and six months ended June 30, 2017, the increases in SG&A expenses of 4% and 2%, respectively, primarily reflect higher advertising and marketing costs, mainly associated with the timing of series premieres and to support the Company’s growth initiatives.

Depreciation and Amortization
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017

2016
 
Increase/(Decrease)
 
2017

2016
 
Increase/(Decrease)
 
Depreciation and amortization
$
56

 
$
57

 
 
(2
)%
 
 
$
111

 
$
114

 
 
(3
)%
 
 
For the three and six months ended June 30, 2017, the decreases in depreciation and amortization of 2% and 3%, respectively, were the result of intangibles and property and equipment that became fully amortized.

Other Operating Items, Net
For the six months ended June 30, 2016, other operating items, net included a gain from the sale of an internet business in China and a multiyear, retroactive impact of a new operating tax.

Interest Expense/Income
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017

2016

Increase/(Decrease)
 
2017

2016
 
Increase/(Decrease)
 
Interest expense
$
(111
)
 
$
(100
)
 
 
11
%
 
 
$
(220
)
 
$
(200
)
 
 
10
%
 
 
Interest income
$
15

 
$
8

 
 
88
%
 
 
$
28

 
$
15

 
 
87
%
 
 
The following table presents the Company’s outstanding debt balances, excluding capital leases, and the weighted average interest rate as of June 30, 2017 and 2016:
 
At June 30,
 
 
 
Weighted Average
 
 
 
Weighted Average
 
 
2017
 
Interest Rate
 
2016
 
Interest Rate
 
Total long-term debt
$
8,853

 
 
4.47
%
 
 
$
8,167

 
 
4.61
%
 
 
Commercial paper
$
263

 
 
1.42
%
 
 
$
163

 
 
0.72
%
 
 
Other Items, Net
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017

2016
 
Increase/(Decrease)
 
2017
 
2016
 
Increase/(Decrease)
 
Other items, net
$
5

 
$
(4
)
 
 
n/m
 
 
$
6

 
$
(7
)
 
 
n/m
 
 
n/m - not meaningful
Other items, net for all periods primarily consists of foreign exchange gains and losses.

-40-



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


Provision for Income Taxes
The provision for income taxes represents federal, state and local, and foreign taxes on earnings from continuing operations before income taxes and equity in loss of investee companies.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
Increase/(Decrease)
 
2017
 
2016
 
Increase/(Decrease)
 
Provision for income taxes, including interest
and before other discrete items

$
(176
)
 
$
(171
)
 
 
3
 %
 
 
$
(361
)
 
$
(374
)
 
 
(3
)%
 
 
Excess tax benefits from stock-based
compensation (a)
4

 

 
 
 
 
 
31

 

 
 
 
 
 
Other discrete items (b)
3

 
(2
)
 
 
 
 
 
23

 
(5
)
 
 
 
 
 
Provision for income taxes
$
(169
)
 
$
(173
)
 
 
(2
)%
 
 
$
(307
)
 
$
(379
)
 
 
(19
)%
 
 
Effective income tax rate
29.2
%
 
31.2
%
 
 
 
 
 
25.9
%
 
31.0
%
 
 
 
 
 
(a) Reflects excess tax benefits associated with the exercise of stock options and vesting of RSUs. During the first quarter of 2017, the Company adopted FASB guidance which requires that the difference between the tax benefit from stock-based compensation expense and the deduction on the tax return be recognized within the income tax provision on the statement of operations. Previously, such difference was recognized in stockholders’ equity on the balance sheet. This difference occurs because stock-based compensation expense is recorded based on the grant-date fair value of the award, whereas the tax deduction is based on the fair value on the date the stock option is exercised or the RSU vests. This guidance requires the income statement classification to be applied prospectively, and therefore, excess tax benefits for prior periods remain classified in stockholders’ equity.
(b) For the six months ended June 30, 2017, primarily reflects tax benefits from the resolution of certain state income tax matters.

Equity in Loss of Investee Companies, Net of Tax
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017

2016

Increase/(Decrease)
 
2017
 
2016
 
Increase/(Decrease)
 
Equity in loss of investee companies,
net of tax
$
(12
)
 
$
(9
)
 
 
33
%
 
 
$
(29
)
 
$
(30
)
 
 
(3
)%
 
 

Net Earnings from Continuing Operations and Diluted EPS from Continuing Operations
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017
 
2016
 
Increase/(Decrease)
 
2017
 
2016
 
Increase/(Decrease)
 
Net earnings from continuing operations
$
397

 
$
373

 
 
6
%
 
 
$
851

 
$
815

 
 
4
%
 
 
Diluted EPS from continuing operations
$
.97

 
$
.82

 
 
18
%
 
 
$
2.06

 
$
1.78

 
 
16
%
 
 
For the three months ended June 30, 2017, the 6% increase in net earnings from continuing operations was primarily the result of higher operating income. For the six months ended June 30, 2017, the 4% increase in net earnings from continuing operations reflects the previously mentioned tax benefits, which were partially offset by lower operating income. In addition to the higher earnings, the increases in diluted EPS from continuing operations for the three and six months ended June 30, 2017 of 18% and 16%, respectively, reflect lower weighted average shares outstanding as a result of the Company’s ongoing share repurchase program.

-41-



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


Net Earnings (Loss) from Discontinued Operations
The following table sets forth details of net earnings (loss) from discontinued operations for the three and six months ended June 30, 2017 and 2016.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017

2016
 
2017

2016
Revenues
$
306

 
$
313

 
$
556

 
$
575

Costs and expenses:
 
 
 
 
 
 
 
Operating
105

 
103

 
194

 
188

Selling, general and administrative
129

 
122

 
251

 
236

Depreciation and amortization (a)

 
6

 

 
13

Restructuring charge
7

 

 
7

 

Provision for valuation allowance
365

 

 
1,080

 

Total costs and expenses
606

 
231

 
1,532

 
437

Operating income (loss)
(300
)
 
82

 
(976
)
 
138

Interest expense
(20
)
 

 
(39
)
 

Earnings (loss) from discontinued operations
(320
)
 
82

 
(1,015
)
 
138

Income tax provision
(19
)
 
(32
)
 
(30
)
 
(57
)
Net earnings (loss) from discontinued operations, net of tax
$
(339
)
 
$
50

 
$
(1,045
)
 
$
81

(a) CBS Radio has been classified as held for sale beginning in the fourth quarter of 2016. Under ASC 360, assets held for sale are not depreciated or amortized.

FASB Accounting Standards Codification (“ASC”) 360 requires that an asset classified as held for sale be measured each reporting period at the lower of its carrying amount or fair value less cost to sell. The ultimate value of the transaction with Entercom will be determined based on Entercom’s stock price at the closing of the transaction. The Company recorded noncash charges of $365 million and $1.08 billion for the three and six months ended June 30, 2017, respectively, to record a valuation allowance to reduce the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom. In accordance with ASC 360, the valuation allowance will continue to be adjusted based on the trading price of Entercom’s stock, which could result in future gains or losses. A 10% change to Entercom’s stock price would change the carrying value of CBS Radio by approximately $100 million.

For the three and six months ended June 30, 2017, CBS Radio recorded a restructuring charge of $7 million associated with the reorganization of certain business operations, reflecting severance costs and costs associated with exiting contractual obligations.

Net Earnings (Loss) and Diluted EPS
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2017

2016

Increase/(Decrease)
 
2017
 
2016
 
Increase/(Decrease)
 
Net earnings (loss)
$
58

 
$
423

 
 
(86
)%
 
 
$
(194
)
 
$
896

 
 
(122
)%
 
 
Diluted EPS
$
.14

 
$
.93

 
 
(85
)%
 
 
$
(.47
)
 
$
1.95

 
 
(124
)%
 
 

-42-



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


Segment Results of Operations
The Company presents operating income (loss) excluding restructuring charges and other operating items, net, each where applicable, (“Segment Operating Income”) as the primary measure of profit and loss for its operating segments in accordance with FASB guidance for segment reporting. The Company believes the presentation of Segment Operating Income is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company’s management and enhances their ability to understand the Company’s operating performance. The reconciliation of Segment Operating Income to the Company’s consolidated Net earnings (loss) is presented in Note 13 (Reportable Segments) to the consolidated financial statements.
Three Months Ended June 30, 2017 and 2016
 
Three Months Ended June 30,
 
 
% of Total
Revenues
 
 
% of Total
Revenues
Increase/(Decrease)
 
 
2017

2016
$
 
%
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
Entertainment
$
2,184

 
67
 %
 
 
$
1,947

 
66
 %
 
$
237

 
12
 %
 
Cable Networks
571

 
18

 
 
536

 
18

 
35

 
7

 
Publishing
206

 
6

 
 
187

 
6

 
19

 
10

 
Local Media
412

 
13

 
 
396

 
13

 
16

 
4

 
Corporate/Eliminations
(116
)
 
(4
)
 
 
(90
)
 
(3
)
 
(26
)
 
(29
)
 
Total Revenues
$
3,257

 
100
 %
 
 
$
2,976

 
100
 %
 
$
281

 
9
 %
 
 
Three Months Ended June 30,
 
 
% of Total
Operating
Income
 
 
% of Total
Operating
Income
 
 
 
 
 
 
Increase/(Decrease)
 
 
2017
 
2016
$
 
%
 
Segment Operating Income (Loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
Entertainment
$
346

 
52
 %
 
 
$
351

 
54
 %
 
$
(5
)
 
(1
)%
 
Cable Networks
253

 
38

 
 
227

 
35

 
26

 
11

 
Publishing
28

 
4

 
 
26

 
4

 
2

 
8

 
Local Media
127

 
19

 
 
130

 
20

 
(3
)
 
(2
)
 
Corporate
(85
)
 
(13
)
 
 
(83
)
 
(13
)
 
(2
)
 
(2
)
 
Total Operating Income
$
669

 
100
 %
 
 
$
651

 
100
 %
 
$
18

 
3
 %
 
 
Three Months Ended June 30,
 
 
 
Increase/(Decrease)
 
 
2017
 
2016
 
$
 
%
 
Depreciation and Amortization:
 
 
 
 
 
 
 
 
Entertainment
$
27

 
$
30

 
$
(3
)
 
(10
)%
 
Cable Networks
6

 
5

 
1

 
20

 
Publishing
2

 
2

 

 

 
Local Media
12

 
11

 
1

 
9

 
Corporate
9

 
9

 

 

 
Total Depreciation and Amortization
$
56

 
$
57

 
$
(1
)
 
(2
)%
 

-43-



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


Six Months Ended June 30, 2017 and 2016
 
Six Months Ended June 30,
 
 
 
% of Total
Revenues
 
 
% of Total
Revenues
Increase/(Decrease)
 
 
2017
 
2016
$
 
%
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
Entertainment
$
4,531

 
69
 %
 
 
$
4,534

 
69
 %
 
$
(3
)
 
 %
 
Cable Networks
1,114

 
17

 
 
1,061

 
16

 
53

 
5

 
Publishing
367

 
6

 
 
332

 
5

 
35

 
11

 
Local Media
821

 
12

 
 
844

 
13

 
(23
)
 
(3
)
 
Corporate/Eliminations
(233
)
 
(4
)
 
 
(207
)
 
(3
)
 
(26
)
 
(13
)
 
Total Revenues
$
6,600

 
100
 %
 
 
$
6,564

 
100
 %
 
$
36

 
1
 %
 
 
Six Months Ended June 30,
 
 
 
% of Total
Segment
Operating
Income
 
 
% of Total
Segment
Operating
Income
 
 
 
 
 
 
Increase/(Decrease)
 
 
2017
 
2016
$
 
%
 
Segment Operating Income (Loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
Entertainment
$
744

 
54
 %
 
 
$
800

 
57
 %
 
$
(56
)
 
(7
)%
 
Cable Networks
501

 
37

 
 
455

 
32

 
46

 
10

 
Publishing
42

 
3

 
 
39

 
3

 
3

 
8

 
Local Media
250

 
18

 
 
280

 
20

 
(30
)
 
(11
)
 
Corporate
(164
)
 
(12
)
 
 
(167
)
 
(12
)
 
3

 
2

 
Total Segment Operating Income
1,373

 
100
 %
 
 
1,407

 
100
 %
 
(34
)
 
(2
)
 
Other operating items, net

 
 
 
 
9

 
 
 
(9
)
 
n/m

 
Total Operating Income
$
1,373

 
 
 
 
$
1,416

 
 
 
$
(43
)
 
(3
)%
 
n/m - not meaningful
 
Six Months Ended June 30,
 
 
 
Increase/(Decrease)
 
 
2017
 
2016
 
$
 
%
 
Depreciation and Amortization:
 
 
 
 
 
 
 
 
Entertainment
$
56

 
$
60

 
$
(4
)
 
(7
)%
 
Cable Networks
12

 
11

 
1

 
9

 
Publishing
3

 
3

 

 

 
Local Media
23

 
22

 
1

 
5

 
Corporate
17

 
18

 
(1
)
 
(6
)
 
Total Depreciation and Amortization
$
111

 
$
114

 
$
(3
)
 
(3
)%
 

-44-



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


Entertainment (CBS Television Network, CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Interactive and CBS Films)
Three Months Ended June 30, 2017 and 2016
 
Three Months Ended June 30,
 
 
 
Increase/(Decrease)
 
 
2017

2016
 
$
 
%
 
Revenues
$
2,184

 
$
1,947

 
$
237

 
12
 %
 
Segment Operating Income
$
346

 
$
351

 
$
(5
)
 
(1
)%
 
Segment Operating Income as a % of revenues
16
%
 
18
%
 
 
 
 
 
Depreciation and amortization
$
27

 
$
30

 
$
(3
)
 
(10
)%
 
Capital expenditures
$
24

 
$
24

 
$

 
 %
 
For the three months ended June 30, 2017, the 12% increase in revenues was driven by 38% growth in affiliate and subscription fees, led by higher station affiliation fees and growth from new initiatives, including CBS All Access and third-party live television streaming services. Content licensing and distribution revenues benefited from a higher volume of television licensing sales and grew 12%, despite the difficult comparison with the second quarter of 2016, which included international licensing sales of five Star Trek library series. Advertising revenues increased 6%, reflecting the broadcast of the semifinals and finals of the NCAA Tournament on the CBS Television Network in the second quarter of 2017, partially offset by a decline in non-sports advertising revenues.

For the three months ended June 30, 2017, operating income decreased 1%, primarily driven by the mix of revenues, reflecting higher-margin revenues in the second quarter of 2016, including the licensing of Star Trek, and lower-margin revenues from the NCAA Tournament in the second quarter of 2017.

Six Months Ended June 30, 2017 and 2016
 
Six Months Ended June 30,
 
 
 
Increase/(Decrease)
 
 
2017
 
2016
 
$
 
%
 
Revenues
$
4,531

 
$
4,534

 
$
(3
)
 
 %
 
Segment Operating Income
$
744

 
$
800

 
$
(56
)
 
(7
)%
 
Segment Operating Income as a % of revenues
16
%
 
18
%
 
 
 
 
 
Depreciation and amortization
$
56

 
$
60

 
$
(4
)
 
(7
)%
 
Capital expenditures
$
38

 
$
37

 
$
1

 
3
 %
 
For the six months ended June 30, 2017, revenues were comparable with the same prior-year period, despite the benefit in 2016 from the broadcast of Super Bowl 50. Affiliate and subscription fees increased 33%, reflecting higher station affiliation fees and growth from new initiatives, including CBS All Access and third-party live television streaming services. Content licensing and distribution revenues grew 16%, led by higher domestic licensing sales and strong demand for the Company’s content internationally, due in part to increased investment in internally-produced series. These increases were partially offset by the benefit to 2016 from the sales of Star Trek library programming.

For the six months ended June 30, 2017, the 7% decrease in operating income was mainly a result of higher-margin revenues in 2016.

-45-



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


Cable Networks (Showtime Networks, CBS Sports Network and Smithsonian Networks)
Three Months Ended June 30, 2017 and 2016
 
Three Months Ended June 30,
 
 
 
Increase/(Decrease)
 
 
2017

2016
 
$
 
%
 
Revenues
$
571

 
$
536

 
$
35

 
7
%
 
Segment Operating Income
$
253

 
$
227

 
$
26

 
11
%
 
Segment Operating Income as a % of revenues
44
%
 
42
%
 
 
 
 
 
Depreciation and amortization
$
6

 
$
5

 
$
1

 
20
%
 
Capital expenditures
$
4

 
$
2

 
$
2

 
100
%
 
For the three months ended June 30, 2017, the 7% increase in revenues was driven by higher affiliate and subscription fees, led by subscription growth for the Showtime digital streaming subscription offering. The revenue growth also reflects higher international television licensing sales of Showtime original series. As of June 30, 2017, subscriptions totaled 73 million for Showtime Networks (including Showtime, The Movie Channel and Flix), 52 million for CBS Sports Network and 31 million for Smithsonian Networks.

For the three months ended June 30, 2017, the 11% increase in operating income primarily reflects revenue growth.

Cable Networks revenues for the third quarter of 2017 are expected to include revenues from the Floyd Mayweather/Conor McGregor pay-per-view boxing event.

Six Months Ended June 30, 2017 and 2016
 
Six Months Ended June 30,
 
 
 
Increase/(Decrease)
 
 
2017
 
2016
 
$
 
%
 
Revenues
$
1,114

 
$
1,061

 
$
53

 
5
%
 
Segment Operating Income
$
501

 
$
455

 
$
46

 
10
%
 
Segment Operating Income as a % of revenues
45
%
 
43
%
 
 
 
 
 
Depreciation and amortization
$
12

 
$
11

 
$
1

 
9
%
 
Capital expenditures
$
7

 
$
4

 
$
3

 
75
%
 
For the six months ended June 30, 2017, the 5% increase in revenues reflects growth in affiliate and subscription fees, led by the Showtime digital streaming subscription offering. This growth was partially offset by the timing of television licensing sales of Showtime original series.
For the six months ended June 30, 2017, the 10% increase in operating income was driven by growth in higher-margin revenues.


-46-



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


Publishing (Simon & Schuster)
Three Months Ended June 30, 2017 and 2016
 
Three Months Ended June 30,
 
 
 
Increase/(Decrease)
 
 
2017

2016
 
$
 
%
 
Revenues
$
206

 
$
187

 
$
19

 
10
%
 
Segment Operating Income
$
28

 
$
26

 
$
2

 
8
%
 
Segment Operating Income as a % of revenues
14
%
 
14
%
 
 
 
 
 
Depreciation and amortization
$
2

 
$
2

 
$

 
%
 
Capital expenditures
$

 
$
3

 
$
(3
)
 
n/m

 
n/m - not meaningful
For the three months ended June 30, 2017, the 10% increase in revenues was driven by higher print book sales and growth in digital audio sales. Best-selling titles in the second quarter of 2017 included Lord of Shadows by Cassandra Clare and I Can’t Make This Up by Kevin Hart.

For the three months ended June 30, 2017, the 8% increase in operating income mainly reflects revenue growth.
 
Six Months Ended June 30, 2017 and 2016
 
Six Months Ended June 30,
 
 
 
Increase/(Decrease)
 
 
2017
 
2016
 
$
 
%
 
Revenues
$
367

 
$
332

 
$
35

 
11
 %
 
Segment Operating Income
$
42

 
$
39

 
$
3

 
8
 %
 
Segment Operating Income as a % of revenues
11
%
 
12
%
 
 
 
 
 
Depreciation and amortization
$
3

 
$
3

 
$

 
 %
 
Capital expenditures
$
1

 
$
6

 
$
(5
)
 
(83
)%
 
For the six months ended June 30, 2017, the 11% increase in revenues was driven by higher print book sales and growth in digital audio sales.
 
For the six months ended June 30, 2017, the 8% increase in operating income reflects the revenue growth, which was partially offset by higher production and selling costs.


-47-



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


Local Media (CBS Television Stations and CBS Local Digital Media)
Three Months Ended June 30, 2017 and 2016
 
Three Months Ended June 30,
 
 
 
Increase/(Decrease)
 
 
2017
 
2016
 
$
 
%
 
Revenues
$
412

 
$
396

 
$
16

 
4
 %
 
Segment Operating Income
$
127

 
$
130

 
$
(3
)
 
(2
)%
 
Segment Operating Income as a % of revenues
31
%
 
33
%
 
 
 
 
 
Depreciation and amortization
$
12

 
$
11

 
$
1

 
9
 %
 
Capital expenditures
$
7

 
$
4

 
$
3

 
75
 %
 
For the three months ended June 30, 2017, the 4% increase in revenues was driven by growth in retransmission revenues. Advertising revenues benefited from CBS’s broadcast of the semifinals and finals of the NCAA Tournament in the second quarter of 2017; however, advertising revenues decreased 2% mainly due to lower political advertising sales.

For the three months ended June 30, 2017, the 2% decrease in operating income mainly reflects the mix of revenues. Retransmission revenues have associated network affiliation costs paid to the CBS Television Network, whereas political advertising sales have a high operating income margin.

During the second half of 2017, the revenue comparison will continue to be negatively impacted by the benefit in 2016 from strong political advertising associated with U.S. federal and state elections.

Six Months Ended June 30, 2017 and 2016
 
Six Months Ended June 30,
 
 
 
Increase/(Decrease)
 
 
2017
 
2016
 
$
 
%
 
Revenues
$
821

 
$
844

 
$
(23
)
 
(3
)%
 
Segment Operating Income
$
250

 
$
280

 
$
(30
)
 
(11
)%
 
Segment Operating Income as a % of revenues
30
%
 
33
%
 
 
 
 
 
Depreciation and amortization
$
23

 
$
22

 
$
1

 
5
 %
 
Capital expenditures
$
12

 
$
11

 
$
1

 
9
 %
 
For the six months ended June 30, 2017, the 3% decrease in revenues was driven by lower advertising revenues, reflecting the benefit in 2016 from CBS’s broadcast of Super Bowl 50, and a decline in political advertising sales. The lower advertising revenues were partially offset by growth in retransmission revenues.
For the six months ended June 30, 2017, the 11% decrease in operating income primarily reflects the lower revenues, as well as the mix of revenues compared to the same prior-year period.

-48-



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


Corporate
Three Months Ended June 30, 2017 and 2016
 
Three Months Ended June 30,
 
 
 
Increase/(Decrease)
 
 
2017

2016
 
$
 
%
 
Segment Operating Loss
$
(85
)
 
$
(83
)
 
$
(2
)
 
(2
)%
 
Depreciation and amortization
$
9

 
$
9

 
$

 
 %
 
Capital expenditures
$
6

 
$
2

 
$
4

 
200
 %
 

Six Months Ended June 30, 2017 and 2016
 
Six Months Ended June 30,
 
 
 
Increase/(Decrease)
 
 
2017
 
2016
 
$
 
%
 
Segment Operating Loss
$
(164
)
 
$
(167
)
 
$
3

 
2
 %
 
Depreciation and amortization
$
17

 
$
18

 
$
(1
)
 
(6
)%
 
Capital expenditures
$
10

 
$
11

 
$
(1
)
 
(9
)%
 
Corporate expenses include general corporate overhead, unallocated shared company expenses, pension and postretirement benefit costs for plans retained by the Company for previously divested businesses, and intercompany eliminations.
Financial Position
 
At
 
At
 
Increase/(Decrease)
 
 
June 30, 2017

December 31, 2016
 
$
 
%
 
Current Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
170

 
 
 
$
598

 
 
$
(428
)
 
(72
)%
 
Receivables, net
 
3,299

 
 
 
3,314

 
 
(15
)
 

 
Programming and other inventory (a)
 
1,560

 
 
 
1,427

 
 
133

 
9

 
Prepaid expenses
 
132

 
 
 
185

 
 
(53
)
 
(29
)
 
All other current assets
 
525

 
 
 
539

 
 
(14
)
 
(3
)
 
Total current assets
 
$
5,686

 
 
 
$
6,063

 
 
$
(377
)
 
(6
)%
 
(a) The increase mainly reflects the timing of payments for sports programming.
 
At
 
At
 
Increase/(Decrease)
 
 
June 30, 2017

December 31, 2016
 
$
 
%
 
Other assets (a)
 
$
2,558

 
 
 
$
2,707

 
 
$
(149
)
 
(6
)%
 
(a) The decrease primarily reflects lower long-term receivables associated with revenues from television licensing agreements.

-49-



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


 
At
 
At
 
Increase/(Decrease)
 
 
June 30, 2017
 
December 31, 2016
 
$
 
%
 
Assets of discontinued operations (a)
 
$
3,218

 
 
 
$
4,291

 
 
$
(1,073
)
 
(25
)%
 
(a) The decrease primarily reflects a noncash charge of $1.08 billion to record a valuation allowance to reduce the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom. (See Note 3 to the consolidated financial statements).
 
At
 
At
 
Increase/(Decrease)
 
 
June 30, 2017
 
December 31, 2016
 
$
 
%
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
124

 
 
 
$
148

 
 
$
(24
)
 
(16
)%
 
Accrued compensation (a)
 
223

 
 
 
369

 
 
(146
)
 
(40
)
 
Participants’ share and royalties
payable
 
1,005

 
 
 
1,024

 
 
(19
)
 
(2
)
 
Commercial paper
 
263

 
 
 
450

 
 
(187
)
 
(42
)
 
All other current liabilities
 
1,615

 
 
 
1,717

 
 
(102
)
 
(6
)
 
Total current liabilities
 
$
3,230

 
 
 
$
3,708

 
 
$
(478
)
 
(13
)%
 
(a) The decrease is due to the timing of payments.
 
At
 
At
 
Increase/(Decrease)
 
 
June 30, 2017
 
December 31, 2016
 
$
 
%
 
Pension and postretirement
benefit obligations (a)
 
$
1,638

 
 
 
$
1,769

 
 
$
(131
)
 
(7
)%
 
(a) The decrease primarily reflects discretionary pension contributions of $100 million made during the first quarter of 2017 to prefund the Company’s qualified plans.
Cash Flows
The changes in cash and cash equivalents were as follows:
 
Six Months Ended June 30,
 
2017
 
2016
 
Increase/(Decrease)
Net cash flow provided by operating activities from:
 
 
 
 
 
 
 
Continuing operations
$
909

 
$
1,139

 
 
$
(230
)
 
Discontinued operations
29

 
112

 
 
(83
)
 
Net cash flow provided by operating activities
938

 
1,251

 
 
(313
)
 
Net cash flow used for investing activities from:
 
 
 
 
 
 
 
Continuing operations
(139
)
 
(140
)
 
 
1

 
Discontinued operations
(13
)
 
(2
)
 
 
(11
)
 
Net cash flow used for investing activities
(152
)
 
(142
)
 
 
(10
)
 
Net cash flow used for financing activities
(1,229
)
 
(1,256
)
 
 
27

 
Net decrease in cash and cash equivalents
$
(443
)
 
$
(147
)
 
 
$
(296
)
 
Operating Activities. For the six months ended June 30, 2017, the decrease in cash provided by operating activities was driven by the benefit in 2016 from CBS’s broadcast of Super Bowl 50, and discretionary pension contributions of $100 million made during the first quarter of 2017 to prefund the Company’s qualified plans. These decreases were partially offset by higher affiliate and subscription fee revenues.

-50-



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


Investing Activities
 
Six Months Ended June 30,
 
2017

2016
Acquisitions (a)
 
$
(21
)
 
 
 
$
(51
)
 
Capital expenditures
 
(68
)
 
 
 
(69
)
 
Investments in and advances to investee companies (b)
 
(65
)
 
 
 
(43
)
 
Proceeds from dispositions (c)
 
1

 
 
 
19

 
Other investing activities
 
14

 
 
 
4

 
Net cash flow used for investing activities from continuing operations
 
(139
)
 
 
 
(140
)
 
Net cash flow used for investing activities from discontinued operations
 
(13
)
 
 
 
(2
)
 
Net cash flow used for investing activities
 
$
(152
)
 
 
 
$
(142
)
 
(a) 2016 reflects the acquisition of a sports-focused digital media business.
(b) Mainly includes the Company’s investment in The CW as well as its other domestic and international television joint ventures.
(c) 2016 primarily reflects sales of internet businesses in China.

Financing Activities
 
Six Months Ended June 30,
 
2017
 
2016
Repurchase of CBS Corp. Class B Common Stock
 
$
(845
)
 
 
 
$
(1,033
)
 
(Repayments of) proceeds from short-term debt borrowings, net
 
(187
)
 
 
 
163

 
Repayment of senior debentures
 

 
 
 
(199
)
 
Dividends
 
(151
)
 
 
 
(142
)
 
Payment of payroll taxes in lieu of issuing shares for stock-based compensation
 
(89
)
 
 
 
(57
)
 
Proceeds from exercise of stock options
 
39

 
 
 
10

 
All other financing activities, net
 
4

 
 
 
2

 
Net cash flow used for financing activities
 
$
(1,229
)
 
 
 
$
(1,256
)
 

Free Cash Flow
Free cash flow is a non-GAAP financial measure. Free cash flow reflects the Company’s net cash flow provided by (used for) operating activities before operating cash flow from discontinued operations and less capital expenditures. The Company’s calculation of free cash flow includes capital expenditures because investment in capital expenditures is a use of cash that is directly related to the Company’s operations. The Company’s net cash flow provided by (used for) operating activities is the most directly comparable GAAP financial measure.

Management believes free cash flow provides investors with an important perspective on the cash available to the Company to service debt, make strategic acquisitions and investments, maintain its capital assets, satisfy its tax obligations, and fund ongoing operations and working capital needs. As a result, free cash flow is a significant measure of the Company’s ability to generate long-term value. It is useful for investors to know whether this ability is being enhanced or degraded as a result of the Company’s operating performance. The Company believes the presentation of free cash flow is relevant and useful for investors because it allows investors to evaluate the cash generated from the Company’s underlying operations in a manner similar to the method used by management. Free cash flow is one of several components of incentive compensation targets for certain management personnel. In addition, free cash flow is a primary measure used externally by the Company’s investors, analysts and industry

-51-



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


peers for purposes of valuation and comparison of the Company’s operating performance to other companies in its industry.

As free cash flow is not a measure calculated in accordance with GAAP, free cash flow should not be considered in isolation of, or as a substitute for, either net cash flow provided by (used for) operating activities as a measure of liquidity or net earnings (loss) as a measure of operating performance. Free cash flow, as the Company calculates it, may not be comparable to similarly titled measures employed by other companies. In addition, free cash flow as a measure of liquidity has certain limitations, does not necessarily represent funds available for discretionary use and is not necessarily a measure of the Company’s ability to fund its cash needs. When comparing free cash flow to net cash flow provided by (used for) operating activities, the most directly comparable GAAP financial measure, users of this financial information should consider the types of events and transactions that are not reflected in free cash flow.

The following table presents a reconciliation of the Company’s net cash flow provided by operating activities to free cash flow.
 
Six Months Ended
 
June 30,
 
2017
 
2016
Net cash flow provided by operating activities
$
938

 
$
1,251

Capital expenditures
(68
)
 
(69
)
Exclude operating cash flow from discontinued operations
29

 
112

Free cash flow
$
841

 
$
1,070


Repurchase of Company Stock and Cash Dividends
During the second quarter of 2017, the Company repurchased 4.7 million shares of its Class B Common Stock under its share repurchase program for $300 million, at an average cost of $63.64 per share. During the six months ended June 30, 2017, the Company repurchased 12.3 million shares of its Class B Common Stock for $800 million, at an average cost of $65.08 per share, leaving $3.31 billion of authorization at June 30, 2017.

During the second quarter of 2017, the Company declared a quarterly cash dividend of $.18 on its Class A and Class B Common Stock, resulting in total dividends of $73 million, which were paid on July 1, 2017.

-52-



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


Capital Structure
The following table sets forth the Company’s debt.
 
At
 
At
 
June 30, 2017
 
December 31, 2016
Commercial paper
 
$
263

 
 
 
$
450

 
Senior debt (1.95% – 7.875% due 2017 – 2045) (a)
 
8,853

 
 
 
8,850

 
Obligations under capital leases
 
68

 
 
 
75

 
Total debt
 
9,184

 
 
 
9,375

 
Less commercial paper
 
263

 
 
 
450

 
Less current portion of long-term debt
 
23

 
 
 
23

 
Total long-term debt, net of current portion
 
$
8,898

 
 
 
$
8,902

 
(a) At June 30, 2017 and December 31, 2016, the senior debt balances included (i) a net unamortized discount of $49 million and $52 million, respectively, (ii) unamortized deferred financing costs of $41 million and $43 million, respectively, and (iii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $2 million and $5 million, respectively. The face value of the Company’s senior debt was $8.94 billion at both June 30, 2017 and December 31, 2016.

In July 2017, the Company issued $400 million of 2.50% senior notes due 2023 and $500 million of 3.375% senior notes due 2028. The Company used the net proceeds from these issuances to repay its $400 million outstanding 1.95% senior notes that matured on July 1, 2017 and to redeem all of its $300 million outstanding 4.625% senior notes due May 2018. The remaining proceeds were used for general corporate purposes, including the repayment of short-term borrowings, including commercial paper.

At June 30, 2017, the Company classified $400 million of debt which matured in July 2017 and $300 million of debt due May 2018 as long-term debt on the Consolidated Balance Sheet, as a result of the above-mentioned debt refinancing.

Commercial Paper
The Company had outstanding commercial paper borrowings under its $2.5 billion commercial paper program of $263 million and $450 million at June 30, 2017 and December 31, 2016, respectively, each with maturities of less than 45 days. The weighted average interest rate for these borrowings was 1.42% at June 30, 2017 and 0.98% at December 31, 2016.

Credit Facility
At June 30, 2017, the Company had a $2.5 billion revolving credit facility (the “Credit Facility”) which expires in June 2021. The Credit Facility requires the Company to maintain a maximum Consolidated Leverage Ratio of 4.5x at the end of each quarter as further described in the Credit Facility. At June 30, 2017, the Company’s Consolidated Leverage Ratio was approximately 2.9x.

The Consolidated Leverage Ratio is the ratio of the Company’s indebtedness from continuing operations, adjusted to exclude certain capital lease obligations, at the end of a quarter, to the Company’s Consolidated EBITDA for the trailing four consecutive quarters. Consolidated EBITDA is defined in the Credit Facility as operating income plus interest income and before depreciation, amortization and certain other noncash items.


-53-



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


The Credit Facility is used for general corporate purposes. At June 30, 2017, the Company had no borrowings outstanding under the Credit Facility and the remaining availability under the Credit Facility, net of outstanding letters of credit, was $2.49 billion.

Liquidity and Capital Resources
The Company continually projects anticipated cash requirements for its operating, investing and financing needs as well as cash flows generated from operating activities available to meet these needs. The Company’s operating needs include, among other items, commitments for sports programming rights, television and film programming, talent contracts, operating leases, interest payments, and pension funding obligations. The Company’s investing and financing spending includes capital expenditures, share repurchases, dividends and principal payments on its outstanding indebtedness. The Company believes that its operating cash flows; cash and cash equivalents; borrowing capacity under the Credit Facility, which had $2.49 billion of remaining availability at June 30, 2017; and access to capital markets are sufficient to fund its operating, investing and financing requirements for the next twelve months.

The Company’s funding for short-term and long-term obligations will come primarily from cash flows from operating activities. Any additional cash funding requirements are financed with short-term borrowings, including commercial paper, and long-term debt. To the extent that commercial paper is not available to the Company, the existing Credit Facility provides sufficient capacity to satisfy short-term borrowing needs. The Company routinely assesses its capital structure and opportunistically enters into transactions to lower its interest expense, which could result in a charge from the early extinguishment of debt.

Subsequent to the refinancing of $700 million of debt in July 2017, the Company’s long-term debt obligations due over the next five years of $2.10 billion is expected to be funded by cash generated from operating activities and the Company’s ability to refinance its debt.

Legal Matters
General.    On an ongoing basis, the Company vigorously defends itself in numerous lawsuits and proceedings and responds to various investigations and inquiries from federal, state, local and international authorities (collectively, ‘‘litigation’’). Litigation may be brought against the Company without merit, is inherently uncertain and always difficult to predict. However, based on its understanding and evaluation of the relevant facts and circumstances, the Company believes that the below-described legal matters and other litigation to which it is a party are not likely, in the aggregate, to have a material adverse effect on its results of operations, financial position or cash flows. Under the Separation Agreement between the Company and Viacom Inc., the Company and Viacom Inc. have agreed to defend and indemnify the other in certain litigation in which the Company and/or Viacom Inc. is named.

Claims Related to Former Businesses: Asbestos.    The Company is a defendant in lawsuits claiming various personal injuries related to asbestos and other materials, which allegedly occurred principally as a result of exposure caused by various products manufactured by Westinghouse, a predecessor, generally prior to the early 1970s. Westinghouse was neither a producer nor a manufacturer of asbestos. The Company is typically named as one of a large number of defendants in both state and federal cases. In the majority of asbestos lawsuits, the plaintiffs have not identified which of the Company’s products is the basis of a claim. Claims against the Company in which a product has been identified principally relate to exposures allegedly caused by asbestos-containing insulating material in turbines sold for power-generation, industrial and marine use.

Claims are frequently filed and/or settled in groups, which may make the amount and timing of settlements, and the number of pending claims, subject to significant fluctuation from period to period. The Company does not

-54-



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


report as pending those claims on inactive, stayed, deferred or similar dockets which some jurisdictions have established for claimants who allege minimal or no impairment. As of June 30, 2017, the Company had pending approximately 33,240 asbestos claims, as compared with approximately 33,610 as of December 31, 2016 and 34,790 as of June 30, 2016. During the second quarter of 2017, the Company received approximately 1,030 new claims and closed or moved to an inactive docket approximately 1,390 claims. The Company reports claims as closed when it becomes aware that a dismissal order has been entered by a court or when the Company has reached agreement with the claimants on the material terms of a settlement. Settlement costs depend on the seriousness of the injuries that form the basis of the claims, the quality of evidence supporting the claims and other factors. In 2016, the Company’s costs for settlement and defense of asbestos claims after insurance and taxes were approximately $48 million. In 2015, as the result of an insurance settlement, insurance recoveries exceeded the Company’s after tax costs for settlement and defense of asbestos claims by approximately $5 million. The Company’s costs for settlement and defense of asbestos claims may vary year to year and insurance proceeds are not always recovered in the same period as the insured portion of the expenses.

Filings include claims for individuals suffering from mesothelioma, a rare cancer, the risk of which is allegedly increased by exposure to asbestos; lung cancer, a cancer which may be caused by various factors, one of which is alleged to be asbestos exposure; other cancers, and conditions that are substantially less serious, including claims brought on behalf of individuals who are asymptomatic as to an allegedly asbestos-related disease. The predominant number of claims against the Company are non-cancer claims. The Company believes that its reserves and insurance are adequate to cover its asbestos liabilities. This belief is based upon many factors and assumptions, including the number of outstanding claims, estimated average cost per claim, the breakdown of claims by disease type, historic claim filings, costs per claim of resolution and the filing of new claims. While the number of asbestos claims filed against the Company has remained generally flat in recent years, it is difficult to predict future asbestos liabilities, as events and circumstances may occur including, among others, the number and types of claims and average cost to resolve such claims, which could affect the Company’s estimate of its asbestos liabilities.

Other.    The Company from time to time receives claims from federal and state environmental regulatory agencies and other entities asserting that it is or may be liable for environmental cleanup costs and related damages principally relating to historical and predecessor operations of the Company. In addition, the Company from time to time receives personal injury claims including toxic tort and product liability claims (other than asbestos) arising from historical operations of the Company and its predecessors.

Related Parties
See Note 5 to the consolidated financial statements.
Recent Pronouncements and Adoption of New Accounting Standards
See Note 1 to the consolidated financial statements.

Critical Accounting Policies
See Item 7, Management’s Discussion and Analysis of Results of Operations and Financial Condition in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, for a discussion of the Company’s critical accounting policies.


-55-



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


Cautionary Statement Concerning Forward-Looking Statements
This quarterly report on Form 10-Q, including “Item 2 - Management’s Discussion and Analysis of Results of Operations and Financial Condition,” contains both historical and forward‑looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward‑looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward‑looking statements are not based on historical facts, but rather reflect the Company’s current expectations concerning future results and events. These forward-looking statements generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “may,” “could,” or other similar words or phrases. Similarly, statements that describe the Company’s objectives, plans or goals are or may be forward‑looking statements. These forward‑looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause the actual results, performance or achievements of the Company to be different from any future results, performance and achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: advertising market conditions generally; changes in the public acceptance of the Company’s content; changes in technology and its effect on competition in the Company’s markets; changes in the federal communications laws and regulations; the impact of piracy on the Company’s products; the impact of consolidation in the market for the Company’s content; the impact of negotiations or the loss of affiliation agreements or retransmission agreements; the impact of union activity, including possible strikes or work stoppages or the Company’s inability to negotiate favorable terms for contract renewals; the ability to achieve the separation of the Company’s radio business through a merger of CBS Radio with a subsidiary of Entercom Communications Corp. on the anticipated terms, which is subject to regulatory and Entercom stockholder approvals, an exchange offer and other customary closing conditions, and fluctuations in the market values of Entercom’s Class A common stock and the Company’s Class B Common Stock; other domestic and global economic, business, competitive and/or regulatory factors affecting the Company’s businesses generally; and other factors described in the Company’s filings made under the securities laws, including, among others, those set forth under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 and in our Quarterly Reports on Form 10-Q, and in the Company’s recent Current Reports on Form 8-K. There may be additional risks, uncertainties and factors that the Company does not currently view as material or that are not necessarily known. The forward‑looking statements included in this document are made as of the date of this document and the Company does not have any obligation to publicly update any forward‑looking statements to reflect subsequent events or circumstances.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
There have been no significant changes to market risk since reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
Item 4.
Controls and Procedures.
The Company’s chief executive officer and chief operating officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended) were effective, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Securities Exchange Act of 1934, as amended.

No change in the Company’s internal control over financial reporting occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

-56-



PART II – OTHER INFORMATION
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
Company Purchases of Equity Securities
In November 2010, the Company announced that its Board of Directors approved a program to repurchase $1.5 billion of the Company’s 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. Below is a summary of CBS Corp.’s purchases of its Class B Common Stock during the three months ended June 30, 2017 under this publicly announced share repurchase program.
(in millions, except per share amounts)
Total
Number of
Shares
Purchased
 
Average
Price Per
Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Programs
 
Remaining
Authorization
April 1, 2017 - April 30, 2017
 
1.1

 
 
$
67.74

 
 
1.1

 
 
 
$
3,529

 
May 1, 2017 - May 31, 2017
 
1.7

 
 
$
62.57

 
 
1.7

 
 
 
$
3,426

 
June 1, 2017 - June 30, 2017
 
1.9

 
 
$
62.10

 
 
1.9

 
 
 
$
3,307

 
Total
 
4.7

 
 
$
63.64

 
 
4.7

 
 
 
$
3,307

 


-57-



Item 6.
Exhibits.
Exhibit No.
Description of Document
(2
)
 
Plan of acquisition, reorganization, arrangement, liquidation or succession.
 
(a)
Amendment No. 1, dated as of July 10, 2017 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of CBS Corporation filed July 10, 2017 (File No. 001-09553)), to Agreement and Plan of Merger, dated as of February 2, 2017, by and among CBS Corporation, CBS Radio Inc., Entercom Communications Corp. and Constitution Merger Sub Corp. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of CBS Corporation filed February 2, 2017 (File No. 001-09553)).

(4
)
 
Instruments defining the rights of security holders, including indentures.
 
(a)
Amended and Restated Senior Indenture dated as of November 3, 2008 (“2008 Indenture”) between CBS Corporation, CBS Operations Inc., and The Bank of New York Mellon, as senior trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 of CBS Corporation filed November 3, 2008 (Registration No. 333-154962) (File No. 001-09553)).

 
(b)
First Supplemental Indenture to 2008 Indenture dated as of April 5, 2010 between CBS Corporation, CBS Operations Inc., and Deutsche Bank Trust Company Americas, as senior trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of CBS Corporation filed April 5, 2010 (File No. 001-09553)).

 
 
The other instruments defining the rights of holders of the long-term debt securities of CBS Corporation and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. CBS Corporation hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request.

(10)

 
Material Contracts
 
(a)
Employment Agreement dated May 19, 2017 between CBS Corporation and Leslie Moonves (filed herewith).
(12
)
 
Statement Regarding Computation of Ratios (filed herewith)
(31
)
 
Rule 13a-14(a)/15d-14(a) Certifications
 
(a)
Certification of the Chief Executive Officer of CBS Corporation pursuant to Rule 13a-14(a), or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
 
(b)
Certification of the Chief Operating Officer of CBS Corporation pursuant to Rule 13a-14(a), or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
(32
)
 
Section 1350 Certifications
 
(a)
Certification of the Chief Executive Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).
 
(b)
Certification of the Chief Operating Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).
(101
)
 
Interactive Data File
 
 
101. INS XBRL Instance Document.
 
 
101. SCH XBRL Taxonomy Extension Schema.
 
 
101. CAL XBRL Taxonomy Extension Calculation Linkbase.
 
 
101. DEF XBRL Taxonomy Extension Definition Linkbase.
 
 
101. LAB XBRL Taxonomy Extension Label Linkbase.
 
 
101. PRE XBRL Taxonomy Extension Presentation Linkbase.

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

 
CBS CORPORATION
(Registrant)
 
 
Date: August 7, 2017
/s/ Joseph R. Ianniello
 
Joseph R. Ianniello
Chief Operating Officer
 
 
Date: August 7, 2017
/s/ Lawrence Liding
 
Lawrence Liding
Executive Vice President, Controller and
Chief Accounting Officer

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EXHIBIT INDEX
Exhibit No.
Description of Document
(2
)
 
Plan of acquisition, reorganization, arrangement, liquidation or succession.
 
(a)
Amendment No. 1, dated as of July 10, 2017 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of CBS Corporation filed July 10, 2017 (File No. 001-09553)), to Agreement and Plan of Merger, dated as of February 2, 2017, by and among CBS Corporation, CBS Radio Inc., Entercom Communications Corp. and Constitution Merger Sub Corp. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of CBS Corporation filed February 2, 2017 (File No. 001-09553)).
(4
)
 
Instruments defining the rights of security holders, including indentures.
 
(a)
Amended and Restated Senior Indenture dated as of November 3, 2008 (“2008 Indenture”) between CBS Corporation, CBS Operations Inc., and The Bank of New York Mellon, as senior trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 of CBS Corporation filed November 3, 2008 (Registration No. 333-154962) (File No. 001-09553)).

 
(b)
First Supplemental Indenture to 2008 Indenture dated as of April 5, 2010 between CBS Corporation, CBS Operations Inc., and Deutsche Bank Trust Company Americas, as senior trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of CBS Corporation filed April 5, 2010 (File No. 001-09553)).
 
 
The other instruments defining the rights of holders of the long-term debt securities of CBS Corporation and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. CBS Corporation hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request.

(10
)
 
Material Contracts
 
(a)
Employment Agreement dated May 19, 2017 between CBS Corporation and Leslie Moonves (filed herewith).
(12
)
 
Statement Regarding Computation of Ratios (filed herewith)
(31
)
 
Rule 13a-14(a)/15d-14(a) Certifications
 
(a)
Certification of the Chief Executive Officer of CBS Corporation pursuant to Rule 13a-14(a), or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
 
(b)
Certification of the Chief Operating Officer of CBS Corporation pursuant to Rule 13a-14(a), or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
(32
)
 
Section 1350 Certifications
 
(a)
Certification of the Chief Executive Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).
 
(b)
Certification of the Chief Operating Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).
(101
)
 
Interactive Data File
 
 
101. INS XBRL Instance Document.
 
 
101. SCH XBRL Taxonomy Extension Schema.
 
 
101. CAL XBRL Taxonomy Extension Calculation Linkbase.
 
 
101. DEF XBRL Taxonomy Extension Definition Linkbase.
 
 
101. LAB XBRL Taxonomy Extension Label Linkbase.
 
 
101. PRE XBRL Taxonomy Extension Presentation Linkbase.

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