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x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
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|
For the fiscal year ended December 31, 2014
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|
OR
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¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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DELAWARE
(State or other jurisdiction of
incorporation or organization)
|
|
04-2949533
(I.R.S. Employer
Identification Number)
|
51 W. 52
nd
Street
New York, NY 10019
(212) 975-4321
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
|
Title of Each Class
|
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|
Name of Each Exchange on
Which Registered
|
|
Class A Common Stock, $0.001 par value
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New York Stock Exchange
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Class B Common Stock, $0.001 par value
|
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New York Stock Exchange
|
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7.625% Senior Debentures due 2016
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NYSE MKT
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Large accelerated filer
x
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Accelerated filer
o
|
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting company
o
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•
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ENTERTAINMENT: The Entertainment segment is composed of the
CBS
®
Television Network; CBS Television Studios; CBS Global Distribution Group (composed of CBS Studios International and CBS Television Distribution); CBS Interactive
®
; and CBS Films
®
.
|
•
|
CABLE NETWORKS: The Cable Networks segment is composed of Showtime Networks, which operates the the Company’s premium subscription program services,
Showtime
®
,
The Movie Channel
®
, and
Flix
®
;
CBS Sports Network
®
, the Company’s cable network focused on college athletics and other sports; and Smithsonian Networks™, a venture between Showtime Networks and Smithsonian Institution, which operates
Smithsonian Channel™
, a basic cable program service.
|
•
|
PUBLISHING: The Publishing segment is composed of Simon & Schuster, which publishes and distributes consumer books under imprints such as
Simon & Schuster
®
, Pocket Books
®
, Scribner
®
and
Atria Books
®
.
|
•
|
LOCAL BROADCASTING: The Local Broadcasting segment is composed of CBS Television Stations, the Company’s 30 owned broadcast television stations; and
CBS Radio
®
,
through which the Company owns and operates 117 radio stations in 26 United States (“U.S.”) markets.
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Television
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Radio
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|
CBS Local Digital Media
(1)
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||||
Market and Market Rank
(2)
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Stations
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Type
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Network
Affiliation
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Stations
|
AM/
FM |
Format
|
|
Websites
|
New York, NY
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WCBS‑TV
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UHF
|
CBS
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WCBS
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AM
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News
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newyork.cbslocal.com
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WLNY‑TV
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UHF
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Independent
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WCBS
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FM
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Classic Hits
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#1—Television
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WFAN
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AM
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Sports
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#1—Radio
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WFAN
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FM
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Sports
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WINS
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AM
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News
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WBMP
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FM
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Top 40
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WWFS
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FM
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Hot Adult Contemporary
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Los Angeles, CA
(3)
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KCAL‑TV
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VHF
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Independent
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KAMP
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FM
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Top 40
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losangeles.cbslocal.com
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KCBS‑TV
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UHF
|
CBS
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KCBS
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FM
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Adult Hits
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#2—Television
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KNX
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AM
|
News
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|
#2—Radio
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KROQ
|
FM
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Alternative
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KRTH
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FM
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Classic Hits
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KTWV
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FM
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Smooth Adult Contemporary
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Chicago, IL
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WBBM‑TV
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VHF
|
CBS
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WBBM
|
AM
|
News
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chicago.cbslocal.com
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WBBM
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FM
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Top 40
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#3—Television
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WCFS
|
FM
|
News
|
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|
#3—Radio
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WJMK
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FM
|
Classic Hits
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WSCR
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AM
|
Sports
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WUSN
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FM
|
Country
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WXRT
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FM
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Adult Alternative
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Philadelphia, PA
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KYW‑TV
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UHF
|
CBS
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KYW
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AM
|
News
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|
philadelphia.cbslocal.com
|
|
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WPSG‑TV
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UHF
|
The CW
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|
WIP
|
FM
|
Sports
|
|
|
#4—Television
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WOGL
|
FM
|
Classic Hits
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#8—Radio
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WPHT
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AM
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News/Talk
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WRDW
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FM
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Top 40
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WXTU
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FM
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Country
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Dallas‑Fort Worth, TX
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KTVT‑TV
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UHF
|
CBS
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KJKK
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FM
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Adult Hits
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dallas.cbslocal.com
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KTXA‑TV
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UHF
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Independent
|
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KLUV
|
FM
|
Classic Hits
|
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#5—Television
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KMVK
|
FM
|
Spanish
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#5—Radio
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KRLD
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AM
|
News
|
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KRLD
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FM
|
Sports
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KVIL
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FM
|
Hot Adult Contemporary
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San Francisco, CA
|
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KPIX‑TV
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UHF
|
CBS
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KCBS
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AM
|
News
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|
sanfrancisco.cbslocal.com
|
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KBCW‑TV
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UHF
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The CW
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KFRC
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FM
|
News
|
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|
#6—Television
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KITS
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FM
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Alternative
|
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#4—Radio
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KLLC
|
FM
|
Hot Adult Contemporary
|
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KMVQ
|
FM
|
Top 40
|
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KZDG
(4)
|
AM
|
Indian Talk/Music
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Boston, MA
|
|
WBZ‑TV
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UHF
|
CBS
|
|
WBMX
|
FM
|
Hot Adult Contemporary
|
|
boston.cbslocal.com
|
|
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WSBK‑TV
|
UHF
|
MyNetworkTV
|
|
WBZ
|
AM
|
News
|
|
|
#7—Television
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|
|
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|
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WBZ
|
FM
|
Sports
|
|
|
#10—Radio
|
|
|
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|
|
WODS
|
FM
|
Top 40
|
|
|
|
|
|
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|
|
WZLX
|
FM
|
Classic Rock
|
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|
|
Television
|
|
Radio
|
|
CBS Local Digital Media
(1)
|
||||
Market and Market Rank
(2)
|
|
Stations
|
Type
|
Network
Affiliation
|
|
Stations
|
AM/
FM |
Format
|
|
Websites
|
Washington, D.C.
|
|
|
|
|
|
WIAD
|
FM
|
Hot Adult Contemporary
|
|
washington.cbslocal.com
|
|
|
|
|
|
|
WJFK
|
AM
|
Sports
|
|
|
#8—Television
|
|
|
|
|
|
WJFK
|
FM
|
Sports
|
|
|
#7—Radio
|
|
|
|
|
|
WLZL
|
FM
|
Spanish
|
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|
|
|
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WNEW
|
FM
|
News
|
|
|
|
|
|
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|
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WPGC
|
FM
|
Rhythmic Top 40
|
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Atlanta, GA
|
|
WUPA‑TV
|
UHF
|
The CW
|
|
WAOK
|
AM
|
News/Talk
|
|
atlanta.cbslocal.com
|
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WVEE
|
FM
|
Urban
|
|
|
#9—Television
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WZGC
|
FM
|
Sports
|
|
|
#9—Radio
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Houston, TX
|
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KHMX
|
FM
|
Hot Adult Contemporary
|
|
houston.cbslocal.com
|
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KIKK
|
AM
|
Sports
|
|
|
#10—Television
|
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KILT
|
AM
|
Sports
|
|
|
#6—Radio
|
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|
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|
|
KILT
|
FM
|
Country
|
|
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|
|
|
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|
KKHH
|
FM
|
Top 40
|
|
|
|
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|
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KLOL
|
FM
|
Spanish
|
|
|
|
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|
Phoenix, AZ
|
|
|
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KMLE
|
FM
|
Country
|
|
|
|
|
|
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|
KOOL
|
FM
|
Classic Hits
|
|
|
#11—Television
|
|
|
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|
|
KZON
|
FM
|
Top 40
|
|
|
#14—Radio
|
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|
Detroit, MI
|
|
WKBD‑TV
|
UHF
|
The CW
|
|
WDZH
|
FM
|
Top 40
|
|
detroit.cbslocal.com
|
|
|
WWJ‑TV
|
UHF
|
CBS
|
|
WOMC
|
FM
|
Classic Hits
|
|
|
#12—Television
|
|
|
|
|
|
WWJ
|
AM
|
News
|
|
|
#12—Radio
|
|
|
|
|
|
WXYT
|
AM
|
Sports
|
|
|
|
|
|
|
|
|
WXYT
|
FM
|
Sports
|
|
|
|
|
|
|
|
|
WYCD
|
FM
|
Country
|
|
|
|
|
|
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|
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|
Tampa‑St. Petersburg, FL
|
|
WTOG‑TV
|
UHF
|
The CW
|
|
|
|
|
|
tampa.cbslocal.com
|
|
|
|
|
|
|
|
|
|
|
|
#13—Television
|
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|
#19—Radio
|
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|
Seattle‑Tacoma, WA
|
|
KSTW‑TV
|
VHF
|
The CW
|
|
KFNQ
|
AM
|
Sports
|
|
seattle.cbslocal.com
|
|
|
|
|
|
|
KJAQ
|
FM
|
Adult Hits
|
|
|
#14—Television
|
|
|
|
|
|
KMPS
|
FM
|
Country
|
|
|
#13—Radio
|
|
|
|
|
|
KZOK
|
FM
|
Classic Rock
|
|
|
|
|
|
|
|
|
|
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|
|
Minneapolis, MN
|
|
WCCO‑TV
|
UHF
|
CBS
|
|
KMNB
|
FM
|
Country
|
|
minnesota.cbslocal.com
|
|
|
KCCO‑TV
(5)
|
VHF
|
CBS
|
|
KZJK
|
FM
|
Adult Hits
|
|
|
#15—Television
|
|
KCCW‑TV
(6)
|
VHF
|
CBS
|
|
WCCO
|
AM
|
News/Talk
|
|
|
#16—Radio
|
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|
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|
Miami-Ft. Lauderdale, FL
|
|
WFOR‑TV
|
UHF
|
CBS
|
|
WKIS
|
FM
|
Country
|
|
miami.cbslocal.com
|
|
|
WBFS‑TV
|
UHF
|
MyNetworkTV
|
|
WPOW
|
FM
|
Top 40
|
|
|
#16—Television
|
|
|
|
|
|
WQAM
|
AM
|
Sports
|
|
|
#11—Radio
|
|
|
|
|
|
|
|
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|
Denver, CO
|
|
KCNC‑TV
|
UHF
|
CBS
|
|
|
|
|
|
denver.cbslocal.com
|
|
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|
|
#17—Television
|
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|
#18—Radio
|
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Orlando, FL
|
|
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|
WJHM
|
FM
|
Top 40
|
|
|
|
|
|
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|
WOCL
|
FM
|
Classic Hits
|
|
|
#18—Television
|
|
|
|
|
|
WOMX
|
FM
|
Hot Adult Contemporary
|
|
|
#33—Radio
|
|
|
|
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|
|
|
|
|
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|
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|
Cleveland, OH
|
|
|
|
|
|
WDOK
|
FM
|
Adult Contemporary
|
|
cleveland.cbslocal.com
|
|
|
|
|
|
|
WKRK
|
FM
|
Sports
|
|
|
#19—Television
|
|
|
|
|
|
WNCX
|
FM
|
Classic Rock
|
|
|
#31—Radio
|
|
|
|
|
|
WQAL
|
FM
|
Hot Adult Contemporary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sacramento, CA
|
|
KOVR-TV
|
UHF
|
CBS
|
|
KHTK
|
AM
|
Sports
|
|
sacramento.cbslocal.com
|
|
|
KMAX-TV
|
UHF
|
The CW
|
|
KNCI
|
FM
|
Country
|
|
|
#20—Television
|
|
|
|
|
|
KSFM
|
FM
|
Rhythmic Top 40
|
|
|
#28—Radio
|
|
|
|
|
|
KYMX
|
FM
|
Adult Contemporary
|
|
|
|
|
|
|
|
|
KZZO
|
FM
|
Hot Adult Contemporary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
Television
|
|
Radio
|
|
CBS Local Digital Media
(1)
|
||||
Market and Market Rank
(2)
|
|
Stations
|
Type
|
Network
Affiliation
|
|
Stations
|
AM/
FM |
Format
|
|
Websites
|
St. Louis, MO
|
|
|
|
|
|
KEZK
|
FM
|
Adult Contemporary
|
|
stlouis.cbslocal.com
|
|
|
|
|
|
|
KMOX
|
AM
|
News/Talk
|
|
|
#21—Television
|
|
|
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|
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KYKY
|
FM
|
Hot Adult Contemporary
|
|
|
#22—Radio
|
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Pittsburgh, PA
|
|
KDKA-TV
|
UHF
|
CBS
|
|
KDKA
|
AM
|
News/Talk
|
|
pittsburgh.cbslocal.com
|
|
|
WPCW-TV
|
VHF
|
The CW
|
|
KDKA
|
FM
|
Sports
|
|
|
#22—Television
|
|
|
|
|
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WBZZ
|
FM
|
Hot Adult Contemporary
|
|
|
#26—Radio
|
|
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WDSY
|
FM
|
Country
|
|
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|
Baltimore, MD
|
|
WJZ‑TV
|
VHF
|
CBS
|
|
WJZ
|
AM
|
Sports
|
|
baltimore.cbslocal.com
|
|
|
|
|
|
|
WJZ
|
FM
|
Sports
|
|
|
#26—Television
|
|
|
|
|
|
WLIF
|
FM
|
Adult Contemporary
|
|
|
#21—Radio
|
|
|
|
|
|
WWMX
|
FM
|
Hot Adult Contemporary
|
|
|
|
|
|
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|
|
|
|
|
Indianapolis, IN
|
|
WBXI-CA
(7)
|
UHF
|
Independent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
#27—Television
|
|
|
|
|
|
|
|
|
|
|
#39—Radio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
San Diego, CA
|
|
|
|
|
|
KEGY
|
FM
|
Top 40
|
|
|
|
|
|
|
|
|
KYXY
|
FM
|
Adult Contemporary
|
|
|
#28—Television
|
|
|
|
|
|
|
|
|
|
|
#17—Radio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Riverside-San Bernardino, CA
|
|
|
|
|
|
KFRG
|
FM
|
Country
|
|
|
|
|
|
|
|
|
KRAK
|
AM
|
Sports
|
|
|
#25—Radio
|
|
|
|
|
|
KVFG
|
FM
|
Classic Hits
|
|
|
|
|
|
|
|
|
KXFG
|
FM
|
Country
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The CBS Local Digital Media group operates the Websites of the Company’s television stations and radio stations. Many of these Websites are combined for the television stations and non-music radio stations in co-located markets. The Websites provide news, information, entertainment, as well as other services, and promote stations’ programming.
|
(2)
|
Television market (DMA) rankings based on Nielsen Media Research Local Market Universe Estimates, September 2014. Radio market (DMA) rankings based on Nielsen Audio Radio Market Survey, Fall 2014.
|
(3)
|
As required by the FCC, the Company assigned KFWB-AM to a divestiture trust. The Company is a beneficiary of the trust. The trustee is operating the radio station and is responsible for selling the radio station to a third party. (See “CBS Business Segments—Regulation—Broadcasting—Ownership Regulation—Radio‑Television Cross‑Ownership Rule”).
|
(4)
|
KZDG-AM in San Francisco, California, is programmed by a third party through a time brokerage agreement.
|
(5)
|
KCCO-TV is operated as a satellite station of WCCO-TV.
|
(6)
|
KCCW-TV is operated as a satellite station of WCCO-TV.
|
(7)
|
WBXI-CA is a Class A low power television station. Class A low power television stations do not implicate the FCC’s ownership rules.
|
•
|
actual or anticipated fluctuations in the Company’s operating results;
|
•
|
changes in expectations as to the Company’s future financial performance or changes in financial estimates of securities analysts;
|
•
|
success of the Company’s operating and growth strategies;
|
•
|
investor anticipation of strategic, technological or regulatory threats, whether or not warranted by actual events;
|
•
|
operating and stock price performance of other comparable companies; and
|
•
|
realization of any of the risks described in these risk factors.
|
Name
|
|
Age
|
|
Title
|
Sumner M. Redstone
|
|
91
|
|
Executive Chairman of the Board of Directors and Founder
|
Leslie Moonves
|
|
65
|
|
President and Chief Executive Officer and Director
|
Anthony G. Ambrosio
|
|
54
|
|
Senior Executive Vice President, Chief Administrative Officer and
Chief Human Resources Officer
|
Joseph R. Ianniello
|
|
47
|
|
Chief Operating Officer
|
Richard M. Jones
|
|
49
|
|
Executive Vice President and General Tax Counsel
|
Lawrence Liding
|
|
46
|
|
Executive Vice President, Controller and Chief Accounting Officer
|
Gil Schwartz
|
|
63
|
|
Senior Executive Vice President and Chief Communications Officer
|
Angeline C. Straka
|
|
69
|
|
Executive Vice President, Deputy General Counsel and Secretary
|
Lawrence P. Tu
|
|
60
|
|
Senior Executive Vice President and Chief Legal Officer
|
|
|
|
|
|
|
Voting Class A
|
|
Non-Voting Class B
|
||||||||||||
|
Common Stock
|
|
Common Stock
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
1st quarter
|
$
|
68.00
|
|
|
$
|
55.74
|
|
|
$
|
68.10
|
|
|
$
|
55.71
|
|
2nd quarter
|
$
|
63.82
|
|
|
$
|
55.33
|
|
|
$
|
63.96
|
|
|
$
|
55.01
|
|
3rd quarter
|
$
|
65.07
|
|
|
$
|
53.62
|
|
|
$
|
65.24
|
|
|
$
|
53.49
|
|
4th quarter
|
$
|
57.48
|
|
|
$
|
49.24
|
|
|
$
|
56.67
|
|
|
$
|
48.83
|
|
2013
|
|
|
|
|
|
|
|
||||||||
1st quarter
|
$
|
47.30
|
|
|
$
|
37.48
|
|
|
$
|
47.42
|
|
|
$
|
37.43
|
|
2nd quarter
|
$
|
52.34
|
|
|
$
|
43.84
|
|
|
$
|
52.46
|
|
|
$
|
43.77
|
|
3rd quarter
|
$
|
57.14
|
|
|
$
|
48.68
|
|
|
$
|
57.47
|
|
|
$
|
48.45
|
|
4th quarter
|
$
|
64.00
|
|
|
$
|
53.15
|
|
|
$
|
64.06
|
|
|
$
|
53.01
|
|
(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
|
||||||||||
October 1, 2014 - October 31, 2014
|
|
3.2
|
|
|
|
$52.50
|
|
|
3.2
|
|
|
|
|
$
|
5,432
|
|
|
November 1, 2014 - November 30, 2014
|
|
4.8
|
|
|
|
$52.86
|
|
|
4.8
|
|
|
|
|
$
|
5,178
|
|
|
December 1, 2014 - December 31, 2014
|
|
6.9
|
|
|
|
$54.60
|
|
|
6.9
|
|
|
|
|
$
|
4,800
|
|
|
Total
|
|
14.9
|
|
|
|
$53.59
|
|
|
14.9
|
|
|
|
|
$
|
4,800
|
|
|
December 31,
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
CBS Corp. Class A Common Stock
|
$100
|
$137
|
$202
|
$281
|
$475
|
$423
|
CBS Corp. Class B Common Stock
|
$100
|
$137
|
$198
|
$282
|
$476
|
$417
|
S&P 500
|
$100
|
$115
|
$117
|
$136
|
$180
|
$205
|
Peer Group
(a)
|
$100
|
$112
|
$121
|
$168
|
$254
|
$303
|
|
Year Ended December 31,
(a) (b)
|
||||||||||||||||||
|
2014
(c)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Revenues
|
$
|
13,806
|
|
|
$
|
14,005
|
|
|
$
|
12,820
|
|
|
$
|
12,381
|
|
|
$
|
12,271
|
|
Operating income
|
$
|
2,896
|
|
|
$
|
3,025
|
|
|
$
|
2,778
|
|
|
$
|
2,423
|
|
|
$
|
1,803
|
|
Net earnings from continuing operations
|
$
|
1,354
|
|
|
$
|
1,738
|
|
|
$
|
1,508
|
|
|
$
|
1,263
|
|
|
$
|
739
|
|
Net earnings (loss) from discontinued operations, net of tax
|
$
|
1,605
|
|
|
$
|
141
|
|
|
$
|
66
|
|
|
$
|
42
|
|
|
$
|
(15
|
)
|
Net earnings
|
$
|
2,959
|
|
|
$
|
1,879
|
|
|
$
|
1,574
|
|
|
$
|
1,305
|
|
|
$
|
724
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
$
|
2.46
|
|
|
$
|
2.86
|
|
|
$
|
2.35
|
|
|
$
|
1.90
|
|
|
$
|
1.09
|
|
Net earnings (loss) from discontinued operations, net of tax
|
$
|
2.92
|
|
|
$
|
.23
|
|
|
$
|
.10
|
|
|
$
|
.06
|
|
|
$
|
(.02
|
)
|
Net earnings
|
$
|
5.38
|
|
|
$
|
3.09
|
|
|
$
|
2.45
|
|
|
$
|
1.97
|
|
|
$
|
1.07
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
$
|
2.41
|
|
|
$
|
2.79
|
|
|
$
|
2.29
|
|
|
$
|
1.85
|
|
|
$
|
1.06
|
|
Net earnings (loss) from discontinued operations, net of tax
|
$
|
2.86
|
|
|
$
|
.23
|
|
|
$
|
.10
|
|
|
$
|
.06
|
|
|
$
|
(.02
|
)
|
Net earnings
|
$
|
5.27
|
|
|
$
|
3.01
|
|
|
$
|
2.39
|
|
|
$
|
1.92
|
|
|
$
|
1.04
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per common share
|
$
|
.54
|
|
|
$
|
.48
|
|
|
$
|
.44
|
|
|
$
|
.35
|
|
|
$
|
.20
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At Year End:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
24,033
|
|
|
$
|
22,912
|
|
|
$
|
22,473
|
|
|
$
|
22,059
|
|
|
$
|
21,828
|
|
Discontinued operations
|
39
|
|
|
3,475
|
|
|
3,993
|
|
|
4,161
|
|
|
4,336
|
|
|||||
Total assets
|
$
|
24,072
|
|
|
$
|
26,387
|
|
|
$
|
26,466
|
|
|
$
|
26,220
|
|
|
$
|
26,164
|
|
Total debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
7,146
|
|
|
$
|
6,435
|
|
|
$
|
5,921
|
|
|
$
|
5,981
|
|
|
$
|
5,998
|
|
Discontinued operations
|
—
|
|
|
14
|
|
|
14
|
|
|
22
|
|
|
23
|
|
|||||
Total debt
|
$
|
7,146
|
|
|
$
|
6,449
|
|
|
$
|
5,935
|
|
|
$
|
6,003
|
|
|
$
|
6,021
|
|
Total Stockholders’ Equity
|
$
|
6,970
|
|
|
$
|
9,966
|
|
|
$
|
10,213
|
|
|
$
|
9,908
|
|
|
$
|
9,821
|
|
Year Ended December 31,
|
2014
|
|
2013
|
||||
Net earnings from continuing operations
|
$
|
1,354
|
|
|
$
|
1,738
|
|
Exclude:
|
|
|
|
||||
Loss on early extinguishment of debt (net of tax benefit of $133 million)
|
219
|
|
|
—
|
|
||
Impairment charge (including tax provision of $22 million)
|
74
|
|
|
—
|
|
||
Restructuring charges
(net of tax benefit of $10 million in 2014 and $8 million in 2013)
|
16
|
|
|
12
|
|
||
Adjusted net earnings from continuing operations
|
$
|
1,663
|
|
|
$
|
1,750
|
|
Year Ended December 31,
|
2014
|
|
2013
|
||||
Diluted EPS from continuing operations
|
$
|
2.41
|
|
|
$
|
2.79
|
|
Exclude:
|
|
|
|
||||
Loss on early extinguishment of debt
|
.39
|
|
|
—
|
|
||
Impairment charge
|
.13
|
|
|
—
|
|
||
Restructuring charges
|
.03
|
|
|
.02
|
|
||
Adjusted diluted EPS from continuing operations
(a)
|
$
|
2.96
|
|
|
$
|
2.80
|
|
Revenues by Type
|
|
|
|
|
Increase/(Decrease)
|
|
|
|
Increase/(Decrease)
|
||||||||||||||||
Year Ended December 31,
|
2014
|
|
2013
|
|
2014 vs. 2013
|
|
2012
|
|
2013 vs. 2012
|
||||||||||||||||
Advertising
|
$
|
7,204
|
|
|
$
|
7,525
|
|
|
$
|
(321
|
)
|
|
(4
|
)%
|
|
$
|
7,191
|
|
|
$
|
334
|
|
|
5
|
%
|
Content licensing and distribution
|
3,990
|
|
|
3,997
|
|
|
(7
|
)
|
|
—
|
|
|
3,468
|
|
|
529
|
|
|
15
|
|
|||||
Affiliate and subscription fees
|
2,362
|
|
|
2,221
|
|
|
141
|
|
|
6
|
|
|
1,921
|
|
|
300
|
|
|
16
|
|
|||||
Other
|
250
|
|
|
262
|
|
|
(12
|
)
|
|
(5
|
)
|
|
240
|
|
|
22
|
|
|
9
|
|
|||||
Total Revenues
|
$
|
13,806
|
|
|
$
|
14,005
|
|
|
$
|
(199
|
)
|
|
(1
|
)%
|
|
$
|
12,820
|
|
|
$
|
1,185
|
|
|
9
|
%
|
|
Year Ended December 31,
|
|||||||
Percentage of Revenues by Type
|
2014
|
|
2013
|
|
2012
|
|||
Advertising
|
52
|
%
|
|
54
|
%
|
|
56
|
%
|
Content licensing and distribution
|
29
|
|
|
29
|
|
|
27
|
|
Affiliate and subscription fees
|
17
|
|
|
15
|
|
|
15
|
|
Other
|
2
|
|
|
2
|
|
|
2
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
% of
|
|
|
% of
|
|
|
% of
|
|||||||||
Year Ended December 31,
|
2014
|
International
|
|
2013
|
International
|
|
2012
|
International
|
|||||||||
United Kingdom
|
$
|
270
|
|
15
|
%
|
|
$
|
359
|
|
20
|
%
|
|
$
|
245
|
|
16
|
%
|
Other Europe
|
657
|
|
37
|
|
|
607
|
|
33
|
|
|
498
|
|
32
|
|
|||
Canada
|
241
|
|
13
|
|
|
270
|
|
15
|
|
|
260
|
|
17
|
|
|||
Asia
|
262
|
|
15
|
|
|
225
|
|
12
|
|
|
198
|
|
13
|
|
|||
Other
|
363
|
|
20
|
|
|
366
|
|
20
|
|
|
344
|
|
22
|
|
|||
Total International Revenues
|
$
|
1,793
|
|
100
|
%
|
|
$
|
1,827
|
|
100
|
%
|
|
$
|
1,545
|
|
100
|
%
|
Operating Expenses by Type
|
|
|
|
|
Increase/(Decrease)
|
|
|
|
Increase/(Decrease)
|
||||||||||||||||
Year Ended December 31,
|
2014
|
|
2013
|
|
2014 vs. 2013
|
|
2012
|
|
2013 vs. 2012
|
||||||||||||||||
Programming
|
$
|
2,938
|
|
|
$
|
3,047
|
|
|
$
|
(109
|
)
|
|
(4
|
)%
|
|
$
|
2,621
|
|
|
$
|
426
|
|
|
16
|
%
|
Production
|
2,493
|
|
|
2,491
|
|
|
2
|
|
|
—
|
|
|
2,149
|
|
|
342
|
|
|
16
|
|
|||||
Participation, distribution and royalty
|
1,185
|
|
|
1,112
|
|
|
73
|
|
|
7
|
|
|
1,004
|
|
|
108
|
|
|
11
|
|
|||||
Other
|
1,473
|
|
|
1,474
|
|
|
(1
|
)
|
|
—
|
|
|
1,490
|
|
|
(16
|
)
|
|
(1
|
)
|
|||||
Total Operating Expenses
|
$
|
8,089
|
|
|
$
|
8,124
|
|
|
$
|
(35
|
)
|
|
—
|
%
|
|
$
|
7,264
|
|
|
$
|
860
|
|
|
12
|
%
|
|
Balance at
|
|
2014
|
|
2014
|
Balance at
|
||||||||||||
|
December 31, 2013
|
|
Charges
|
|
Payments
|
December 31, 2014
|
||||||||||||
Entertainment
|
|
$
|
8
|
|
|
|
$
|
8
|
|
|
$
|
(8
|
)
|
|
$
|
8
|
|
|
Cable Networks
|
|
1
|
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
||||
Publishing
|
|
1
|
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
||||
Local Broadcasting
|
|
4
|
|
|
|
14
|
|
|
(6
|
)
|
|
12
|
|
|
||||
Corporate
|
|
1
|
|
|
|
3
|
|
|
(2
|
)
|
|
2
|
|
|
||||
Total
|
|
$
|
15
|
|
|
|
$
|
26
|
|
|
$
|
(19
|
)
|
|
$
|
22
|
|
|
|
|
2013
|
|
2013
|
Balance at
|
||||||||
|
|
Charges
|
|
Payments
|
December 31, 2013
|
||||||||
Entertainment
|
|
$
|
12
|
|
|
$
|
(4
|
)
|
|
$
|
8
|
|
|
Cable Networks
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|||
Publishing
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|||
Local Broadcasting
|
|
5
|
|
|
(1
|
)
|
|
4
|
|
|
|||
Corporate
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|||
Total
|
|
$
|
20
|
|
|
$
|
(5
|
)
|
|
$
|
15
|
|
|
Fair value of CBS Corp. Class B Common Stock accepted
|
|
$
|
2,721
|
|
(44,723,131 shares at $60.85 per share on July 16, 2014)
|
|
|
||
Carrying value of Outdoor Americas
|
|
(1,162
|
)
|
|
Accumulated other comprehensive income
|
|
30
|
|
|
Transaction costs
|
|
(32
|
)
|
|
Net gain on Split-Off of Outdoor Americas
|
|
$
|
1,557
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues from discontinued operations
|
$
|
677
|
|
|
$
|
1,695
|
|
|
$
|
1,873
|
|
Earnings (loss) from discontinued operations
|
$
|
79
|
|
|
$
|
(12
|
)
|
|
$
|
128
|
|
Income tax provision
|
(26
|
)
|
|
—
|
|
|
(62
|
)
|
|||
Earnings (loss) from discontinued operations, net of tax
|
53
|
|
|
(12
|
)
|
|
66
|
|
|||
Gain on disposal
|
1,557
|
|
|
159
|
|
|
—
|
|
|||
Income tax provision
|
—
|
|
|
(6
|
)
|
|
—
|
|
|||
Gain on disposal, net of tax
|
1,557
|
|
|
153
|
|
|
—
|
|
|||
Less: Net earnings from discontinued operations attributable to noncontrolling interest, net of tax
|
5
|
|
|
—
|
|
|
—
|
|
|||
Net earnings from discontinued operations attributable to CBS Corp.
|
$
|
1,605
|
|
|
$
|
141
|
|
|
$
|
66
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash flow provided by operating activities
|
$
|
1,275
|
|
|
$
|
1,873
|
|
|
$
|
1,815
|
|
Capital expenditures
|
(206
|
)
|
|
(212
|
)
|
|
(200
|
)
|
|||
Exclude operating cash flow from discontinued operations
|
65
|
|
|
94
|
|
|
310
|
|
|||
Free cash flow
|
$
|
1,004
|
|
|
$
|
1,567
|
|
|
$
|
1,305
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Entertainment
|
$
|
8,309
|
|
|
$
|
8,645
|
|
|
$
|
7,694
|
|
Cable Networks
|
2,176
|
|
|
2,069
|
|
|
1,772
|
|
|||
Publishing
|
778
|
|
|
809
|
|
|
790
|
|
|||
Local Broadcasting
|
2,756
|
|
|
2,696
|
|
|
2,774
|
|
|||
Corporate/Eliminations
|
(213
|
)
|
|
(214
|
)
|
|
(210
|
)
|
|||
Total Revenues
|
$
|
13,806
|
|
|
$
|
14,005
|
|
|
$
|
12,820
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Segment OIBDA:
|
|
|
|
|
|
||||||
Entertainment
|
$
|
1,455
|
|
|
$
|
1,758
|
|
|
$
|
1,549
|
|
Cable Networks
|
997
|
|
|
898
|
|
|
811
|
|
|||
Publishing
|
107
|
|
|
113
|
|
|
89
|
|
|||
Local Broadcasting
|
965
|
|
|
898
|
|
|
957
|
|
|||
Corporate
|
(269
|
)
|
|
(332
|
)
|
|
(292
|
)
|
|||
Total Segment OIBDA
|
3,255
|
|
|
3,335
|
|
|
3,114
|
|
|||
Restructuring charges
|
(26
|
)
|
|
(20
|
)
|
|
(19
|
)
|
|||
Impairment charges
|
(52
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Depreciation and amortization
|
(281
|
)
|
|
(290
|
)
|
|
(306
|
)
|
|||
Total Operating Income
|
$
|
2,896
|
|
|
$
|
3,025
|
|
|
$
|
2,778
|
|
Operating Income (Loss):
|
|
|
|
|
|
||||||
Entertainment
|
$
|
1,308
|
|
|
$
|
1,593
|
|
|
$
|
1,381
|
|
Cable Networks
|
974
|
|
|
877
|
|
|
785
|
|
|||
Publishing
|
100
|
|
|
106
|
|
|
80
|
|
|||
Local Broadcasting
|
812
|
|
|
807
|
|
|
848
|
|
|||
Corporate
|
(298
|
)
|
|
(358
|
)
|
|
(316
|
)
|
|||
Total Operating Income
|
$
|
2,896
|
|
|
$
|
3,025
|
|
|
$
|
2,778
|
|
Depreciation and Amortization:
|
|
|
|
|
|
||||||
Entertainment
|
$
|
139
|
|
|
$
|
153
|
|
|
$
|
161
|
|
Cable Networks
|
23
|
|
|
20
|
|
|
26
|
|
|||
Publishing
|
6
|
|
|
6
|
|
|
6
|
|
|||
Local Broadcasting
|
87
|
|
|
86
|
|
|
90
|
|
|||
Corporate
|
26
|
|
|
25
|
|
|
23
|
|
|||
Total Depreciation and Amortization
|
$
|
281
|
|
|
$
|
290
|
|
|
$
|
306
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
$
|
8,309
|
|
|
$
|
8,645
|
|
|
$
|
7,694
|
|
Segment OIBDA
|
$
|
1,455
|
|
|
$
|
1,758
|
|
|
$
|
1,549
|
|
Restructuring charges
|
(8
|
)
|
|
(12
|
)
|
|
(7
|
)
|
|||
Depreciation and amortization
|
(139
|
)
|
|
(153
|
)
|
|
(161
|
)
|
|||
Operating income
|
$
|
1,308
|
|
|
$
|
1,593
|
|
|
$
|
1,381
|
|
Segment OIBDA as a % of revenues
|
18
|
%
|
|
20
|
%
|
|
20
|
%
|
|||
Operating income as a % of revenues
|
16
|
%
|
|
18
|
%
|
|
18
|
%
|
|||
Capital expenditures
|
$
|
94
|
|
|
$
|
101
|
|
|
$
|
92
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
$
|
2,176
|
|
|
$
|
2,069
|
|
|
$
|
1,772
|
|
Segment OIBDA
|
$
|
997
|
|
|
$
|
898
|
|
|
$
|
811
|
|
Restructuring charges
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Depreciation and amortization
|
(23
|
)
|
|
(20
|
)
|
|
(26
|
)
|
|||
Operating income
|
$
|
974
|
|
|
$
|
877
|
|
|
$
|
785
|
|
Segment OIBDA as a % of revenues
|
46
|
%
|
|
43
|
%
|
|
46
|
%
|
|||
Operating income as a % of revenues
|
45
|
%
|
|
42
|
%
|
|
44
|
%
|
|||
Capital expenditures
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
18
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
$
|
778
|
|
|
$
|
809
|
|
|
$
|
790
|
|
Segment OIBDA
|
$
|
107
|
|
|
$
|
113
|
|
|
$
|
89
|
|
Restructuring charges
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|||
Depreciation and amortization
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Operating income
|
$
|
100
|
|
|
$
|
106
|
|
|
$
|
80
|
|
Segment OIBDA as a % of revenues
|
14
|
%
|
|
14
|
%
|
|
11
|
%
|
|||
Operating income as a % of revenues
|
13
|
%
|
|
13
|
%
|
|
10
|
%
|
|||
Capital expenditures
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
5
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
$
|
2,756
|
|
|
$
|
2,696
|
|
|
$
|
2,774
|
|
Segment OIBDA
|
$
|
965
|
|
|
$
|
898
|
|
|
$
|
957
|
|
Restructuring charges
|
(14
|
)
|
|
(5
|
)
|
|
(8
|
)
|
|||
Impairment charges
|
(52
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Depreciation and amortization
|
(87
|
)
|
|
(86
|
)
|
|
(90
|
)
|
|||
Operating income
|
$
|
812
|
|
|
$
|
807
|
|
|
$
|
848
|
|
Segment OIBDA as a % of revenues
|
35
|
%
|
|
33
|
%
|
|
34
|
%
|
|||
Operating income as a % of revenues
|
29
|
%
|
|
30
|
%
|
|
31
|
%
|
|||
Capital expenditures
|
$
|
65
|
|
|
$
|
64
|
|
|
$
|
64
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Cash provided by operating activities from:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1,210
|
|
|
$
|
1,779
|
|
|
$
|
1,505
|
|
Discontinued operations
|
65
|
|
|
94
|
|
|
310
|
|
|||
Cash provided by operating activities
|
1,275
|
|
|
1,873
|
|
|
1,815
|
|
|||
Cash used for investing activities from:
|
|
|
|
|
|
||||||
Continuing operations
|
(316
|
)
|
|
(214
|
)
|
|
(375
|
)
|
|||
Discontinued operations
|
(285
|
)
|
|
(58
|
)
|
|
(76
|
)
|
|||
Cash used for investing activities
|
(601
|
)
|
|
(272
|
)
|
|
(451
|
)
|
|||
Cash (used for) provided by financing activities from:
|
|
|
|
|
|
||||||
Continuing operations
|
(2,810
|
)
|
|
(1,912
|
)
|
|
(1,316
|
)
|
|||
Discontinued operations
|
2,167
|
|
|
—
|
|
|
—
|
|
|||
Cash used for financing activities
|
(643
|
)
|
|
(1,912
|
)
|
|
(1,316
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
31
|
|
|
$
|
(311
|
)
|
|
$
|
48
|
|
At December 31,
|
2014
|
|
2013
|
||||
Commercial paper
|
$
|
616
|
|
|
$
|
475
|
|
Senior debt (1.95% - 8.875% due 2014-2044)
|
6,433
|
|
|
5,861
|
|
||
Obligations under capital leases
|
97
|
|
|
113
|
|
||
Total debt
(a)
|
7,146
|
|
|
6,449
|
|
||
Less discontinued operations debt
(b)
|
—
|
|
|
14
|
|
||
Total debt from continuing operations
|
7,146
|
|
|
6,435
|
|
||
Less commercial paper
|
616
|
|
|
475
|
|
||
Less current portion of long-term debt
|
20
|
|
|
20
|
|
||
Total long-term debt from continuing operations, net of current portion
|
$
|
6,510
|
|
|
$
|
5,940
|
|
|
|
|
|
|
|
2020 and
|
||||||||||||
|
2015
|
2016
|
2017
|
2018
|
2019
|
Thereafter
|
||||||||||||
Long-term debt
|
$
|
—
|
|
$
|
200
|
|
$
|
400
|
|
$
|
300
|
|
$
|
600
|
|
$
|
4,940
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
2020 and
|
||||||||||
|
Total
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
thereafter
|
||||||||||
Programming and talent commitments
(a)
|
$
|
13,723
|
|
|
$
|
2,429
|
|
|
$
|
3,837
|
|
|
$
|
3,140
|
|
|
$
|
4,317
|
|
Purchase obligations
(b)
|
836
|
|
|
183
|
|
|
288
|
|
|
207
|
|
|
158
|
|
|||||
Operating leases
(c)
|
1,114
|
|
|
177
|
|
|
281
|
|
|
216
|
|
|
440
|
|
|||||
Long-term debt obligations
(d)
|
6,440
|
|
|
—
|
|
|
600
|
|
|
900
|
|
|
4,940
|
|
|||||
Interest commitments on long-term debt
(e)
|
4,288
|
|
|
314
|
|
|
594
|
|
|
554
|
|
|
2,826
|
|
|||||
Capital lease obligations (including interest)
(f)
|
113
|
|
|
20
|
|
|
34
|
|
|
29
|
|
|
30
|
|
|||||
Other long-term contractual obligations
(g)
|
1,322
|
|
|
—
|
|
|
1,044
|
|
|
209
|
|
|
69
|
|
|||||
Total
|
$
|
27,836
|
|
|
$
|
3,123
|
|
|
$
|
6,678
|
|
|
$
|
5,255
|
|
|
$
|
12,780
|
|
|
|
Significant Assumptions
|
|
|
Reporting Unit Fair
|
Perpetual
|
|
|
Value in Excess of
|
Nominal
|
Discount
|
Reporting Unit
|
Carrying Value
|
Growth Rate
|
Rate
|
CBS Radio
|
5%
|
1.5%
|
8.0%
|
|
Discount
|
|
Perpetual Nominal
|
|
Rate
|
|
Growth Rate
|
Television stations
|
8.0%
|
|
2.5%
|
Radio stations
|
8.0%
|
|
1.5%
|
|
|
|
|
Reference
(Page/s)
|
Item 15(a)(1) Financial Statements:
|
|
|
||
1.
|
|
Management's Report on Internal Control Over Financial Reporting
|
|
II-
34
|
2.
|
|
Report of Independent Registered Public Accounting Firm
|
|
II-
35
|
3.
|
|
Consolidated Statements of Operations for the years ended
December 31, 2014, 2013 and 2012
|
|
II-
36
|
4.
|
|
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2014, 2013 and 2012
|
|
II-
37
|
5.
|
|
Consolidated Balance Sheets at December 31, 2014 and 2013
|
|
II-
38
|
6.
|
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2014, 2013 and 2012
|
|
II-
39
|
7.
|
|
Consolidated Statements of Stockholders
’
Equity for the years ended
December 31, 2014, 2013 and 2012
|
|
II-
40
|
8.
|
|
Notes to Consolidated Financial Statements
|
|
II-
41
|
Item 15(a)(2) Financial Statement Schedule:
|
|
|
||
|
|
II. Valuation and Qualifying Accounts
|
|
F-
1
|
|
|
CBS CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ Leslie Moonves
|
|
|
|
Leslie Moonves
President
Chief Executive Officer
|
|
|
|
|
|
|
By:
|
/s/ Joseph R. Ianniello
|
|
|
|
Joseph R. Ianniello
Chief Operating Officer
|
|
|
|
|
|
|
By:
|
/s/ Lawrence Liding
|
|
|
|
Lawrence Liding
Executive Vice President, Controller
Chief Accounting Officer
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
$
|
13,806
|
|
|
$
|
14,005
|
|
|
$
|
12,820
|
|
Expenses:
|
|
|
|
|
|
||||||
Operating
|
8,089
|
|
|
8,124
|
|
|
7,264
|
|
|||
Selling, general and administrative
|
2,462
|
|
|
2,546
|
|
|
2,442
|
|
|||
Restructuring charges (Note 5)
|
26
|
|
|
20
|
|
|
19
|
|
|||
Impairment charges (Note 3)
|
52
|
|
|
—
|
|
|
11
|
|
|||
Depreciation and amortization
|
281
|
|
|
290
|
|
|
306
|
|
|||
Total expenses
|
10,910
|
|
|
10,980
|
|
|
10,042
|
|
|||
Operating income
|
2,896
|
|
|
3,025
|
|
|
2,778
|
|
|||
Interest expense
|
(363
|
)
|
|
(375
|
)
|
|
(401
|
)
|
|||
Interest income
|
13
|
|
|
8
|
|
|
5
|
|
|||
Net loss on early extinguishment of debt (Note 9)
|
(352
|
)
|
|
—
|
|
|
(32
|
)
|
|||
Other items, net
|
(30
|
)
|
|
7
|
|
|
7
|
|
|||
Earnings from continuing operations before income taxes
and equity in loss of investee companies
|
2,164
|
|
|
2,665
|
|
|
2,357
|
|
|||
Provision for income taxes
|
(762
|
)
|
|
(878
|
)
|
|
(812
|
)
|
|||
Equity in loss of investee companies, net of tax
|
(48
|
)
|
|
(49
|
)
|
|
(37
|
)
|
|||
Net earnings from continuing operations
|
1,354
|
|
|
1,738
|
|
|
1,508
|
|
|||
Net earnings from discontinued operations, net of tax (Note 4)
|
1,605
|
|
|
141
|
|
|
66
|
|
|||
Net earnings
|
$
|
2,959
|
|
|
$
|
1,879
|
|
|
$
|
1,574
|
|
Basic net earnings per common share:
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
$
|
2.46
|
|
|
$
|
2.86
|
|
|
$
|
2.35
|
|
Net earnings from discontinued operations
|
$
|
2.92
|
|
|
$
|
.23
|
|
|
$
|
.10
|
|
Net earnings
|
$
|
5.38
|
|
|
$
|
3.09
|
|
|
$
|
2.45
|
|
|
|
|
|
|
|
||||||
Diluted net earnings per common share:
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
$
|
2.41
|
|
|
$
|
2.79
|
|
|
$
|
2.29
|
|
Net earnings from discontinued operations
|
$
|
2.86
|
|
|
$
|
.23
|
|
|
$
|
.10
|
|
Net earnings
|
$
|
5.27
|
|
|
$
|
3.01
|
|
|
$
|
2.39
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
550
|
|
|
608
|
|
|
642
|
|
|||
Diluted
|
561
|
|
|
624
|
|
|
659
|
|
|||
|
|
|
|
|
|
||||||
Dividends per common share
|
$
|
.54
|
|
|
$
|
.48
|
|
|
$
|
.44
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net earnings
|
$
|
2,959
|
|
|
$
|
1,879
|
|
|
$
|
1,574
|
|
Other comprehensive income (loss) from continuing operations, net of tax:
|
|
|
|
|
|
||||||
Cumulative translation adjustments
|
(8
|
)
|
|
(2
|
)
|
|
9
|
|
|||
Net actuarial gain (loss) and prior service costs (Note 14)
|
(163
|
)
|
|
207
|
|
|
(136
|
)
|
|||
Unrealized gain on securities
|
(3
|
)
|
|
1
|
|
|
—
|
|
|||
Changes in fair value of cash flow hedges
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss) from continuing operations, net of tax
|
(175
|
)
|
|
206
|
|
|
(127
|
)
|
|||
Other comprehensive income (loss) from discontinued operations,
before reclassifications
|
15
|
|
|
(4
|
)
|
|
(3
|
)
|
|||
Reclassification from accumulated other comprehensive income (loss) from
discontinued operations to net earnings
|
(30
|
)
|
|
(178
|
)
|
|
—
|
|
|||
Total other comprehensive income (loss), net of tax
|
(190
|
)
|
|
24
|
|
|
(130
|
)
|
|||
Total comprehensive income
|
$
|
2,769
|
|
|
$
|
1,903
|
|
|
$
|
1,444
|
|
|
|
At December 31,
|
|
||||||
|
|
2014
|
|
2013
|
|
||||
ASSETS
|
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
428
|
|
|
$
|
368
|
|
|
Receivables, less allowances of $50 (2014) and $60 (2013)
|
|
3,459
|
|
|
3,234
|
|
|
||
Programming and other inventory (Note 6)
|
|
922
|
|
|
772
|
|
|
||
Deferred income tax assets, net (Note 13)
|
|
104
|
|
|
152
|
|
|
||
Prepaid income taxes
|
|
161
|
|
|
—
|
|
|
||
Prepaid expenses
|
|
129
|
|
|
109
|
|
|
||
Other current assets
|
|
386
|
|
|
384
|
|
|
||
Current assets of discontinued operations (Note 4)
|
|
—
|
|
|
351
|
|
|
||
Total current assets
|
|
5,589
|
|
|
5,370
|
|
|
||
Property and equipment
|
|
3,164
|
|
|
3,060
|
|
|
||
Less accumulated depreciation and amortization
|
|
1,731
|
|
|
1,599
|
|
|
||
Net property and equipment (Note 2)
|
|
1,433
|
|
|
1,461
|
|
|
||
Programming and other inventory (Note 6)
|
|
1,817
|
|
|
1,697
|
|
|
||
Goodwill (Note 3)
|
|
6,698
|
|
|
6,588
|
|
|
||
Intangible assets (Note 3)
|
|
6,008
|
|
|
5,870
|
|
|
||
Other assets (Note 1)
|
|
2,488
|
|
|
1,963
|
|
|
||
Assets held for sale (Note 3)
|
|
—
|
|
|
314
|
|
|
||
Assets of discontinued operations (Note 4)
|
|
39
|
|
|
3,124
|
|
|
||
Total Assets
|
|
$
|
24,072
|
|
|
$
|
26,387
|
|
|
LIABILITIES AND STOCKHOLDERS
’
EQUITY
|
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
302
|
|
|
$
|
286
|
|
|
Accrued expenses
|
|
605
|
|
|
595
|
|
|
||
Accrued compensation
|
|
333
|
|
|
376
|
|
|
||
Participants’ share and royalties payable
|
|
999
|
|
|
1,008
|
|
|
||
Program rights
|
|
404
|
|
|
398
|
|
|
||
Deferred revenues
|
|
206
|
|
|
269
|
|
|
||
Income taxes payable
|
|
—
|
|
|
54
|
|
|
||
Commercial paper (Note 9)
|
|
616
|
|
|
475
|
|
|
||
Current portion of long-term debt (Note 9)
|
|
20
|
|
|
20
|
|
|
||
Other current liabilities
|
|
522
|
|
|
472
|
|
|
||
Current liabilities of discontinued operations (Note 4)
|
|
26
|
|
|
254
|
|
|
||
Total current liabilities
|
|
4,033
|
|
|
4,207
|
|
|
||
Long-term debt (Note 9)
|
|
6,510
|
|
|
5,940
|
|
|
||
Participants’ share and royalties payable
|
|
1,267
|
|
|
1,122
|
|
|
||
Pension and postretirement benefit obligations (Note 14)
|
|
1,564
|
|
|
1,327
|
|
|
||
Deferred income tax liabilities, net (Note 13)
|
|
1,530
|
|
|
1,314
|
|
|
||
Other liabilities
|
|
2,080
|
|
|
2,034
|
|
|
||
Liabilities of discontinued operations (Note 4)
|
|
118
|
|
|
477
|
|
|
||
|
|
|
|
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
|
|
||||
Class A Common Stock, par value $.001 per share; 375 shares authorized;
38 (2014) and 39 (2013) shares issued
|
|
—
|
|
|
—
|
|
|
||
Class B Common Stock, par value $.001 per share; 5,000 shares authorized;
818 (2014) and 801 (2013) shares issued
|
|
1
|
|
|
1
|
|
|
||
Additional paid-in capital
|
|
44,041
|
|
|
43,474
|
|
|
||
Accumulated deficit
|
|
(21,931
|
)
|
|
(24,890
|
)
|
|
||
Accumulated other comprehensive loss (Note 1)
|
|
(735
|
)
|
|
(545
|
)
|
|
||
|
|
21,376
|
|
|
18,040
|
|
|
||
Less Treasury Stock, at cost; 349 (2014) and 244 (2013) Class B Shares
|
|
14,406
|
|
|
8,074
|
|
|
||
Total Stockholders’ Equity
|
|
6,970
|
|
|
9,966
|
|
|
||
Total Liabilities and Stockholders' Equity
|
|
$
|
24,072
|
|
|
$
|
26,387
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
2,959
|
|
|
$
|
1,879
|
|
|
$
|
1,574
|
|
Less: Net earnings from discontinued operations
|
|
1,605
|
|
|
141
|
|
|
66
|
|
|||
Net earnings from continuing operations
|
|
1,354
|
|
|
1,738
|
|
|
1,508
|
|
|||
Adjustments to reconcile net earnings from continuing operations to net cash flow
provided by operating activities from continuing operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
281
|
|
|
290
|
|
|
306
|
|
|||
Impairment charges
|
|
52
|
|
|
—
|
|
|
11
|
|
|||
Deferred tax provision
|
|
692
|
|
|
433
|
|
|
453
|
|
|||
Stock-based compensation
|
|
154
|
|
|
222
|
|
|
147
|
|
|||
Redemption of debt
|
|
(8
|
)
|
|
—
|
|
|
(28
|
)
|
|||
Net gain on disposition and write-down of assets
|
|
(12
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Equity in loss of investee companies, net of tax and distributions
|
|
57
|
|
|
57
|
|
|
48
|
|
|||
Amortization of deferred financing costs
|
|
9
|
|
|
10
|
|
|
12
|
|
|||
Change in assets and liabilities, net of investing and financing activities
|
|
|
|
|
|
|
||||||
Increase in receivables
|
|
(600
|
)
|
|
(777
|
)
|
|
(237
|
)
|
|||
(Increase) decrease in inventory and related program and participation liabilities, net
|
|
(213
|
)
|
|
48
|
|
|
(414
|
)
|
|||
Decrease (increase) in other assets
|
|
34
|
|
|
(19
|
)
|
|
28
|
|
|||
Decrease in accounts payable and accrued expenses
|
|
(152
|
)
|
|
(135
|
)
|
|
(25
|
)
|
|||
Decrease in pension and postretirement benefit obligations
|
|
(34
|
)
|
|
(188
|
)
|
|
(190
|
)
|
|||
(Decrease) increase in income taxes
|
|
(390
|
)
|
|
9
|
|
|
(75
|
)
|
|||
(Decrease) increase in deferred revenue
|
|
(47
|
)
|
|
90
|
|
|
(29
|
)
|
|||
Other, net
|
|
33
|
|
|
4
|
|
|
(8
|
)
|
|||
Net cash flow provided by operating activities from continuing operations
|
|
1,210
|
|
|
1,779
|
|
|
1,505
|
|
|||
Net cash flow provided by operating activities from discontinued operations
|
|
65
|
|
|
94
|
|
|
310
|
|
|||
Net cash flow provided by operating activities
|
|
1,275
|
|
|
1,873
|
|
|
1,815
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
|
(27
|
)
|
|
(20
|
)
|
|
(146
|
)
|
|||
Capital expenditures
|
|
(206
|
)
|
|
(212
|
)
|
|
(200
|
)
|
|||
Investments in and advances to investee companies
|
|
(98
|
)
|
|
(176
|
)
|
|
(91
|
)
|
|||
Proceeds from sale of investments
|
|
12
|
|
|
30
|
|
|
13
|
|
|||
Proceeds from dispositions
|
|
7
|
|
|
164
|
|
|
49
|
|
|||
Other investing activities
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash flow used for investing activities from continuing operations
|
|
(316
|
)
|
|
(214
|
)
|
|
(375
|
)
|
|||
Net cash flow used for investing activities from discontinued operations
|
|
(285
|
)
|
|
(58
|
)
|
|
(76
|
)
|
|||
Net cash flow used for investing activities
|
|
(601
|
)
|
|
(272
|
)
|
|
(451
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
||||||
Proceeds from short-term debt borrowings, net
|
|
141
|
|
|
475
|
|
|
—
|
|
|||
Proceeds from issuance of notes
|
|
1,728
|
|
|
—
|
|
|
1,566
|
|
|||
Repayment of notes and debentures
|
|
(1,152
|
)
|
|
—
|
|
|
(1,583
|
)
|
|||
Payment of capital lease obligations
|
|
(17
|
)
|
|
(17
|
)
|
|
(19
|
)
|
|||
Payment of contingent consideration
|
|
—
|
|
|
(30
|
)
|
|
(33
|
)
|
|||
Dividends
|
|
(292
|
)
|
|
(300
|
)
|
|
(276
|
)
|
|||
Purchase of Company common stock
|
|
(3,595
|
)
|
|
(2,185
|
)
|
|
(1,137
|
)
|
|||
Payment of payroll taxes in lieu of issuing shares for stock-based compensation
|
|
(146
|
)
|
|
(145
|
)
|
|
(105
|
)
|
|||
Proceeds from exercise of stock options
|
|
283
|
|
|
146
|
|
|
168
|
|
|||
Excess tax benefit from stock-based compensation
|
|
243
|
|
|
148
|
|
|
103
|
|
|||
Other financing activities
|
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
|||
Net cash flow used for financing activities from continuing operations
|
|
(2,810
|
)
|
|
(1,912
|
)
|
|
(1,316
|
)
|
|||
Net cash flow provided by financing activities from discontinued operations
|
|
2,167
|
|
|
—
|
|
|
—
|
|
|||
Net cash flow used for financing activities
|
|
(643
|
)
|
|
(1,912
|
)
|
|
(1,316
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
31
|
|
|
(311
|
)
|
|
48
|
|
|||
Cash and cash equivalents at beginning of year (includes $29 (2014), $21 (2013)
and $38 (2012) of discontinued operations cash)
|
|
397
|
|
|
708
|
|
|
660
|
|
|||
Cash and cash equivalents at end of year (includes $29 (2013)
and $21 (2012) of discontinued operations cash)
|
|
$
|
428
|
|
|
$
|
397
|
|
|
$
|
708
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|||||||||
Class A Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
39
|
|
|
$
|
—
|
|
|
43
|
|
|
$
|
—
|
|
|
44
|
|
|
$
|
—
|
|
Conversion of A shares into B shares
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Balance, end of year
|
38
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|||
Class B Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
801
|
|
|
1
|
|
|
785
|
|
|
1
|
|
|
769
|
|
|
1
|
|
|||
Conversion of A shares into B shares
|
1
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||
Restricted stock unit vests
|
5
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|||
Exercise of stock options
|
14
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|||
Retirement of Treasury Stock
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||
Balance, end of year
|
818
|
|
|
1
|
|
|
801
|
|
|
1
|
|
|
785
|
|
|
1
|
|
|||
Additional Paid-In Capital:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
43,474
|
|
|
|
|
43,424
|
|
|
|
|
43,395
|
|
||||||
Stock-based compensation
|
|
|
168
|
|
|
|
|
187
|
|
|
|
|
147
|
|
||||||
Tax benefit related to employee stock-based transactions
|
|
|
246
|
|
|
|
|
159
|
|
|
|
|
104
|
|
||||||
Exercise of stock options
|
|
|
282
|
|
|
|
|
144
|
|
|
|
|
170
|
|
||||||
Retirement of Treasury Stock
|
|
|
(146
|
)
|
|
|
|
(145
|
)
|
|
|
|
(105
|
)
|
||||||
Dividends
|
|
|
(296
|
)
|
|
|
|
(295
|
)
|
|
|
|
(287
|
)
|
||||||
Gain on Outdoor Americas IPO
|
|
|
313
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Balance, end of year
|
|
|
44,041
|
|
|
|
|
43,474
|
|
|
|
|
43,424
|
|
||||||
Accumulated Deficit:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
(24,890
|
)
|
|
|
|
(26,769
|
)
|
|
|
|
(28,343
|
)
|
||||||
Net earnings
|
|
|
2,959
|
|
|
|
|
1,879
|
|
|
|
|
1,574
|
|
||||||
Balance, end of year
|
|
|
(21,931
|
)
|
|
|
|
(24,890
|
)
|
|
|
|
(26,769
|
)
|
||||||
Accumulated Other Comprehensive Loss:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
(545
|
)
|
|
|
|
(569
|
)
|
|
|
|
(439
|
)
|
||||||
Other comprehensive income (loss)
|
|
|
(190
|
)
|
|
|
|
24
|
|
|
|
|
(130
|
)
|
||||||
Balance, end of year
|
|
|
(735
|
)
|
|
|
|
(545
|
)
|
|
|
|
(569
|
)
|
||||||
Treasury Stock, at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance beginning of year
|
244
|
|
|
(8,074
|
)
|
|
198
|
|
|
(5,874
|
)
|
|
162
|
|
|
(4,706
|
)
|
|||
Class B Common Stock purchased
|
60
|
|
|
(3,612
|
)
|
|
46
|
|
|
(2,201
|
)
|
|
36
|
|
|
(1,170
|
)
|
|||
Outdoor Americas Split-Off
|
45
|
|
|
(2,721
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Shares paid for tax withholding for stock-based compensation
|
3
|
|
|
(146
|
)
|
|
3
|
|
|
(145
|
)
|
|
3
|
|
|
(105
|
)
|
|||
Issuance of stock for deferred compensation
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|||
Retirement of Treasury Stock
|
(3
|
)
|
|
146
|
|
|
(3
|
)
|
|
145
|
|
|
(3
|
)
|
|
105
|
|
|||
Balance, end of year
|
349
|
|
|
(14,406
|
)
|
|
244
|
|
|
(8,074
|
)
|
|
198
|
|
|
(5,874
|
)
|
|||
Total Stockholders
’
Equity
|
|
|
$
|
6,970
|
|
|
|
|
$
|
9,966
|
|
|
|
|
$
|
10,213
|
|
Buildings
|
20 to 40 years
|
Leasehold Improvements
|
Shorter of lease term or useful life
|
Equipment and other (including capital leases)
|
3 to 20 years
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
|||
(in millions)
|
|
|
|
|
|
|||
Weighted average shares for basic EPS
|
550
|
|
|
608
|
|
|
642
|
|
Dilutive effect of shares issuable under stock-based compensation plans
|
11
|
|
|
16
|
|
|
17
|
|
Weighted average shares for diluted EPS
|
561
|
|
|
624
|
|
|
659
|
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
|
||||||||||||||||||
|
|
|
Net Actuarial
|
|
|
|
Change in
|
|
|
|
Accumulated
|
||||||||||||
|
Cumulative
|
|
Gain (Loss)
|
|
Unrealized
|
|
Fair Value of
|
|
Other
|
|
Other
|
||||||||||||
|
Translation
|
|
and Prior
|
|
Gain on
|
|
Cash Flow
|
|
Comprehensive
|
|
Comprehensive
|
||||||||||||
|
Adjustments
|
|
Service Cost
|
|
Securities
|
|
Hedges
|
|
Income (Loss)
|
(b)
|
Loss
|
||||||||||||
At December 31, 2011
|
$
|
159
|
|
|
$
|
(800
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
(439
|
)
|
Other comprehensive income (loss)
|
9
|
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(130
|
)
|
||||||
At December 31, 2012
|
168
|
|
|
(936
|
)
|
|
2
|
|
|
—
|
|
|
197
|
|
|
(569
|
)
|
||||||
Other comprehensive income (loss) before reclassifications
|
(2
|
)
|
|
163
|
|
|
1
|
|
|
—
|
|
|
(4
|
)
|
|
158
|
|
||||||
Reclassifications to net earnings
|
—
|
|
|
44
|
|
(a)
|
—
|
|
|
—
|
|
|
(178
|
)
|
(c)
|
(134
|
)
|
||||||
Other comprehensive income (loss)
|
(2
|
)
|
|
207
|
|
|
1
|
|
|
—
|
|
|
(182
|
)
|
|
24
|
|
||||||
At December 31, 2013
|
166
|
|
|
(729
|
)
|
|
3
|
|
|
—
|
|
|
15
|
|
|
(545
|
)
|
||||||
Other comprehensive income (loss) before reclassifications
|
(8
|
)
|
|
(189
|
)
|
|
—
|
|
|
(1
|
)
|
|
15
|
|
|
(183
|
)
|
||||||
Reclassifications to net earnings
|
—
|
|
|
26
|
|
(a)
|
(3
|
)
|
|
—
|
|
|
(30
|
)
|
(c)
|
(7
|
)
|
||||||
Other comprehensive loss
|
(8
|
)
|
|
(163
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(15
|
)
|
|
(190
|
)
|
||||||
At December 31, 2014
|
$
|
158
|
|
|
$
|
(892
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(735
|
)
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
RSUs and PSUs
|
$
|
131
|
|
|
$
|
129
|
|
|
$
|
105
|
|
Stock options and equivalents
|
23
|
|
|
93
|
|
|
42
|
|
|||
Stock-based compensation expense, before income taxes
|
154
|
|
|
222
|
|
|
147
|
|
|||
Related tax benefit
|
(60
|
)
|
|
(86
|
)
|
|
(57
|
)
|
|||
Stock-based compensation expense, net of tax benefit
|
$
|
94
|
|
|
$
|
136
|
|
|
$
|
90
|
|
At December 31,
|
2014
|
|
2013
|
||||
Land
|
$
|
240
|
|
|
$
|
239
|
|
Buildings
|
717
|
|
|
691
|
|
||
Capital leases
|
165
|
|
|
165
|
|
||
Equipment and other
|
2,042
|
|
|
1,965
|
|
||
|
3,164
|
|
|
3,060
|
|
||
Less accumulated depreciation and amortization
|
1,731
|
|
|
1,599
|
|
||
Net property and equipment
|
$
|
1,433
|
|
|
$
|
1,461
|
|
|
|
Balance at
|
|
|
|
Balance at
|
||||||||||
|
|
December 31, 2013
|
|
Acquisitions
|
|
December 31, 2014
|
||||||||||
Entertainment:
|
|
|
|
|
|
|
|
|
|
|
||||||
Goodwill
|
|
|
$
|
9,467
|
|
|
|
$
|
—
|
|
|
|
$
|
9,467
|
|
|
Accumulated impairment losses
|
|
|
(6,294
|
)
|
|
|
—
|
|
|
|
(6,294
|
)
|
|
|||
Goodwill, net of impairment
|
|
|
3,173
|
|
|
|
—
|
|
|
|
3,173
|
|
|
|||
Cable Networks:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
|
|
480
|
|
|
|
—
|
|
|
|
480
|
|
|
|||
Accumulated impairment losses
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Goodwill, net of impairment
|
|
|
480
|
|
|
|
—
|
|
|
|
480
|
|
|
|||
Publishing:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
|
|
406
|
|
|
|
—
|
|
|
|
406
|
|
|
|||
Accumulated impairment losses
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Goodwill, net of impairment
|
|
|
406
|
|
|
|
—
|
|
|
|
406
|
|
|
|||
Local Broadcasting:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
|
|
22,244
|
|
|
|
110
|
|
(a)
|
|
22,354
|
|
|
|||
Accumulated impairment losses
|
|
|
(19,715
|
)
|
|
|
—
|
|
|
|
(19,715
|
)
|
|
|||
Goodwill, net of impairment
|
|
|
2,529
|
|
|
|
110
|
|
|
|
2,639
|
|
|
|||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
|
|
32,597
|
|
|
|
110
|
|
|
|
32,707
|
|
|
|||
Accumulated impairment losses
|
|
|
(26,009
|
)
|
|
|
—
|
|
|
|
(26,009
|
)
|
|
|||
Goodwill, net of impairment
|
|
|
$
|
6,588
|
|
|
|
$
|
110
|
|
|
|
$
|
6,698
|
|
|
|
Balance at
|
|
|
|
|
|
Balance at
|
||||||||||||
|
December 31, 2012
|
|
Acquisitions
|
|
Other
|
|
December 31, 2013
|
||||||||||||
Entertainment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
$
|
9,460
|
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
|
$
|
9,467
|
|
|
Accumulated impairment losses
|
|
(6,294
|
)
|
|
|
—
|
|
|
—
|
|
|
|
(6,294
|
)
|
|
||||
Goodwill, net of impairment
|
|
3,166
|
|
|
|
7
|
|
|
—
|
|
|
|
3,173
|
|
|
||||
Cable Networks:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Goodwill
|
|
480
|
|
|
|
—
|
|
|
—
|
|
|
|
480
|
|
|
||||
Accumulated impairment losses
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
||||
Goodwill, net of impairment
|
|
480
|
|
|
|
—
|
|
|
—
|
|
|
|
480
|
|
|
||||
Publishing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Goodwill
|
|
407
|
|
|
|
—
|
|
|
(1
|
)
|
|
|
406
|
|
|
||||
Accumulated impairment losses
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
||||
Goodwill, net of impairment
|
|
407
|
|
|
|
—
|
|
|
(1
|
)
|
|
|
406
|
|
|
||||
Local Broadcasting:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Goodwill
|
|
22,244
|
|
|
|
—
|
|
|
—
|
|
|
|
22,244
|
|
|
||||
Accumulated impairment losses
|
|
(19,715
|
)
|
|
|
—
|
|
|
—
|
|
|
|
(19,715
|
)
|
|
||||
Goodwill, net of impairment
|
|
2,529
|
|
|
|
—
|
|
|
—
|
|
|
|
2,529
|
|
|
||||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Goodwill
|
|
32,591
|
|
|
|
7
|
|
|
(1
|
)
|
|
|
32,597
|
|
|
||||
Accumulated impairment losses
|
|
(26,009
|
)
|
|
|
—
|
|
|
—
|
|
|
|
(26,009
|
)
|
|
||||
Goodwill, net of impairment
|
|
$
|
6,582
|
|
|
|
$
|
7
|
|
|
$
|
(1
|
)
|
|
|
$
|
6,588
|
|
|
|
|
|
Accumulated
|
|
|
||||||
At December 31, 2014
|
Gross
|
|
Amortization
|
|
Net
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trade names
|
$
|
220
|
|
|
$
|
(54
|
)
|
|
$
|
166
|
|
Other intangible assets
|
167
|
|
|
(129
|
)
|
|
38
|
|
|||
Total intangible assets subject to amortization
|
387
|
|
|
(183
|
)
|
|
204
|
|
|||
FCC licenses
(a)
|
5,804
|
|
|
—
|
|
|
5,804
|
|
|||
Total intangible assets
|
$
|
6,191
|
|
|
$
|
(183
|
)
|
|
$
|
6,008
|
|
|
|
|
Accumulated
|
|
|
||||||
At December 31, 2013
|
Gross
|
|
Amortization
|
|
Net
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trade names
|
$
|
222
|
|
|
$
|
(42
|
)
|
|
$
|
180
|
|
Other intangible assets
|
211
|
|
|
(159
|
)
|
|
52
|
|
|||
Total intangible assets subject to amortization
|
433
|
|
|
(201
|
)
|
|
232
|
|
|||
FCC licenses
(a)
|
5,638
|
|
|
—
|
|
|
5,638
|
|
|||
Total intangible assets
|
$
|
6,071
|
|
|
$
|
(201
|
)
|
|
$
|
5,870
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||
Amortization expense
|
$
|
24
|
|
|
$
|
19
|
|
|
$
|
15
|
|
|
$
|
13
|
|
|
$
|
13
|
|
Fair value of CBS Corp. Class B Common Stock accepted
|
|
$
|
2,721
|
|
(44,723,131 shares at $60.85 per share on July 16, 2014)
|
|
|
||
Carrying value of Outdoor Americas
|
|
(1,162
|
)
|
|
Accumulated other comprehensive income
|
|
30
|
|
|
Transaction costs
|
|
(32
|
)
|
|
Net gain on split-off of Outdoor Americas
|
|
$
|
1,557
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues from discontinued operations
|
$
|
677
|
|
|
$
|
1,695
|
|
|
$
|
1,873
|
|
Earnings (loss) from discontinued operations
|
$
|
79
|
|
|
$
|
(12
|
)
|
|
$
|
128
|
|
Income tax provision
|
(26
|
)
|
|
—
|
|
|
(62
|
)
|
|||
Earnings (loss) from discontinued operations, net of tax
|
53
|
|
|
(12
|
)
|
|
66
|
|
|||
Gain on disposal
|
1,557
|
|
|
159
|
|
|
—
|
|
|||
Income tax provision
|
—
|
|
|
(6
|
)
|
|
—
|
|
|||
Gain on disposal, net of tax
|
1,557
|
|
|
153
|
|
|
—
|
|
|||
Less: Net earnings from discontinued operations attributable to noncontrolling interest, net of tax
|
5
|
|
|
—
|
|
|
—
|
|
|||
Net earnings from discontinued operations attributable to CBS Corp.
|
$
|
1,605
|
|
|
$
|
141
|
|
|
$
|
66
|
|
At December 31,
|
2014
|
|
2013
|
||||
Current assets
|
$
|
—
|
|
|
$
|
351
|
|
Goodwill
|
—
|
|
|
1,866
|
|
||
Intangible assets
|
—
|
|
|
366
|
|
||
Net property and equipment
|
—
|
|
|
763
|
|
||
Other assets
|
39
|
|
|
129
|
|
||
Total Assets
|
$
|
39
|
|
|
$
|
3,475
|
|
Current liabilities
|
$
|
26
|
|
|
$
|
254
|
|
Other liabilities
|
118
|
|
|
477
|
|
||
Total Liabilities
|
$
|
144
|
|
|
$
|
731
|
|
|
Balance at
|
|
2014
|
|
2014
|
Balance at
|
||||||||||||
|
December 31, 2013
|
|
Charges
|
|
Payments
|
December 31, 2014
|
||||||||||||
Entertainment
|
|
$
|
8
|
|
|
|
$
|
8
|
|
|
$
|
(8
|
)
|
|
$
|
8
|
|
|
Cable Networks
|
|
1
|
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
||||
Publishing
|
|
1
|
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
||||
Local Broadcasting
|
|
4
|
|
|
|
14
|
|
|
(6
|
)
|
|
12
|
|
|
||||
Corporate
|
|
1
|
|
|
|
3
|
|
|
(2
|
)
|
|
2
|
|
|
||||
Total
|
|
$
|
15
|
|
|
|
$
|
26
|
|
|
$
|
(19
|
)
|
|
$
|
22
|
|
|
|
|
2013
|
|
2013
|
Balance at
|
||||||||
|
|
Charges
|
|
Payments
|
December 31, 2013
|
||||||||
Entertainment
|
|
$
|
12
|
|
|
$
|
(4
|
)
|
|
$
|
8
|
|
|
Cable Networks
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|||
Publishing
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|||
Local Broadcasting
|
|
5
|
|
|
(1
|
)
|
|
4
|
|
|
|||
Corporate
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|||
Total
|
|
$
|
20
|
|
|
$
|
(5
|
)
|
|
$
|
15
|
|
|
At December 31,
|
2014
|
|
2013
|
||||
Program rights
|
$
|
1,471
|
|
|
$
|
1,331
|
|
Television programming:
|
|
|
|
||||
Released (including acquired libraries)
|
983
|
|
|
878
|
|
||
In process and other
|
179
|
|
|
139
|
|
||
Theatrical programming:
|
|
|
|
||||
Released
|
23
|
|
|
38
|
|
||
In process and other
|
36
|
|
|
32
|
|
||
Publishing, primarily finished goods
|
47
|
|
|
51
|
|
||
Total programming and other inventory
|
2,739
|
|
|
2,469
|
|
||
Less current portion
|
922
|
|
|
772
|
|
||
Total noncurrent programming and other inventory
|
$
|
1,817
|
|
|
$
|
1,697
|
|
At December 31,
|
2014
|
|
2013
|
||||
Receivables
|
$
|
107
|
|
|
$
|
84
|
|
Other assets (Receivables, noncurrent)
|
76
|
|
|
115
|
|
||
Total amounts due from Viacom Inc.
|
$
|
183
|
|
|
$
|
199
|
|
At December 31,
|
2014
|
|
2013
|
||||
Commercial paper
|
$
|
616
|
|
|
$
|
475
|
|
8.875% Notes due 2014
|
—
|
|
|
99
|
|
||
7.625% Senior Debentures due 2016
|
200
|
|
|
200
|
|
||
1.95% Senior Notes due 2017
|
398
|
|
|
397
|
|
||
4.625% Senior Notes due 2018
|
313
|
|
|
317
|
|
||
8.875% Senior Notes due 2019
|
—
|
|
|
592
|
|
||
2.30% Senior Notes due 2019
|
598
|
|
|
—
|
|
||
5.75% Senior Notes due 2020
|
500
|
|
|
500
|
|
||
4.30% Senior Notes due 2021
|
300
|
|
|
300
|
|
||
3.375% Senior Notes due 2022
|
695
|
|
|
695
|
|
||
7.875% Debentures due 2023
|
187
|
|
|
224
|
|
||
7.125% Senior Notes due 2023
(b)
|
46
|
|
|
52
|
|
||
3.70% Senior Notes due 2024
|
599
|
|
|
—
|
|
||
7.875% Senior Debentures due 2030
|
839
|
|
|
1,270
|
|
||
5.50% Senior Debentures due 2033
|
428
|
|
|
428
|
|
||
5.90% Senior Notes due 2040
|
299
|
|
|
299
|
|
||
4.85% Senior Notes due 2042
|
488
|
|
|
488
|
|
||
4.90% Senior Notes due 2044
|
543
|
|
|
—
|
|
||
Obligations under capital leases
|
97
|
|
|
113
|
|
||
Total debt
(c)
|
7,146
|
|
|
6,449
|
|
||
Less discontinued operations debt
(d)
|
—
|
|
|
14
|
|
||
Total debt from continuing operations
|
7,146
|
|
|
6,435
|
|
||
Less commercial paper
|
616
|
|
|
475
|
|
||
Less current portion
|
20
|
|
|
20
|
|
||
Total long-term debt from continuing operations, net of current portion
|
$
|
6,510
|
|
|
$
|
5,940
|
|
|
|
|
|
|
|
2020 and
|
||||||||||||
|
2015
|
2016
|
2017
|
2018
|
2019
|
Thereafter
|
||||||||||||
Long-term debt
|
$
|
—
|
|
$
|
200
|
|
$
|
400
|
|
$
|
300
|
|
$
|
600
|
|
$
|
4,940
|
|
At December 31, 2014
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80
|
|
Foreign currency hedges
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Total Assets
|
$
|
80
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
86
|
|
Liabilities:
|
|
|
|
|
|
|
$
|
—
|
|
||||||
Deferred compensation
|
$
|
—
|
|
|
$
|
307
|
|
|
$
|
—
|
|
|
$
|
307
|
|
Foreign currency hedges
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
309
|
|
|
$
|
—
|
|
|
$
|
309
|
|
At December 31, 2013
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments
|
$
|
83
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83
|
|
Foreign currency hedges
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Total Assets
|
$
|
83
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
86
|
|
Liabilities:
|
|
|
|
|
|
|
$
|
—
|
|
||||||
Deferred compensation
|
$
|
—
|
|
|
$
|
268
|
|
|
$
|
—
|
|
|
$
|
268
|
|
Foreign currency hedges
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
272
|
|
|
|
|
|
|
Weighted Average
|
|||||
|
RSUs and PSUs
|
|
Grant Date Fair Value
|
|||||||
Non-vested at December 31, 2013
|
|
9,519,224
|
|
|
|
|
$
|
31.20
|
|
|
Granted
|
|
2,789,721
|
|
|
|
|
$
|
62.70
|
|
|
Vested
|
|
(4,929,780
|
)
|
|
|
|
$
|
28.56
|
|
|
Forfeited
|
|
(422,899
|
)
|
|
|
|
$
|
43.23
|
|
|
Converted to Outdoor Americas RSUs
|
|
(256,172
|
)
|
|
|
|
$
|
37.77
|
|
|
Non-vested at December 31, 2014
|
|
6,700,094
|
|
|
|
|
$
|
45.26
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Expected dividend yield
|
1.25
|
%
|
|
1.49
|
%
|
|
1.92
|
%
|
Expected stock price volatility
|
33.06
|
%
|
|
34.86
|
%
|
|
39.09
|
%
|
Risk-free interest rate
|
1.60
|
%
|
|
.97
|
%
|
|
.94
|
%
|
Expected term of options (years)
|
5.00
|
|
|
5.00
|
|
|
5.02
|
|
|
|
|
|
|
Weighted Average
|
|||||
|
Stock Options
|
|
Exercise Price
|
|||||||
Outstanding at December 31, 2013
|
|
27,974,627
|
|
|
|
|
$
|
24.78
|
|
|
Granted
|
|
2,039,818
|
|
|
|
|
$
|
65.91
|
|
|
Exercised
|
|
(13,534,632
|
)
|
|
|
|
$
|
20.87
|
|
|
Forfeited or expired
|
|
(625,755
|
)
|
|
|
|
$
|
32.30
|
|
|
Converted to Outdoor Americas stock options
|
|
(219,741
|
)
|
|
|
|
$
|
33.27
|
|
|
Outstanding at December 31, 2014
|
|
15,634,317
|
|
|
|
|
$
|
33.12
|
|
|
Exercisable at December 31, 2014
|
|
8,615,711
|
|
|
|
|
$
|
25.15
|
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Cash received from stock option exercises
|
$
|
283
|
|
|
$
|
146
|
|
|
$
|
168
|
|
Tax benefit of stock option exercises
|
$
|
200
|
|
|
$
|
88
|
|
|
$
|
67
|
|
Intrinsic value of stock option exercises
|
$
|
517
|
|
|
$
|
229
|
|
|
$
|
174
|
|
|
Outstanding
|
|
Exercisable
|
||||||||||||||||
|
|
|
Remaining
|
|
Weighted
|
|
|
|
Weighted
|
||||||||||
Range of
|
Number of
|
|
Contractual
|
|
Average
|
|
Number
|
|
Average
|
||||||||||
Exercise Price
|
Options
|
|
Life (Years)
|
|
Exercise Price
|
|
of Options
|
|
Exercise Price
|
||||||||||
$5 to 9.99
|
757,967
|
|
|
2.23
|
|
|
$
|
5.26
|
|
|
|
757,967
|
|
|
|
$
|
5.26
|
|
|
$10 to 19.99
|
604,593
|
|
|
3.36
|
|
|
$
|
14.09
|
|
|
|
604,593
|
|
|
|
$
|
14.09
|
|
|
$20 to 29.99
|
8,417,067
|
|
|
3.70
|
|
|
$
|
25.81
|
|
|
|
5,690,194
|
|
|
|
$
|
25.68
|
|
|
$30 to 39.99
|
1,426,662
|
|
|
5.40
|
|
|
$
|
34.05
|
|
|
|
1,083,333
|
|
|
|
$
|
33.92
|
|
|
$40 to 49.99
|
2,400,080
|
|
|
6.16
|
|
|
$
|
44.14
|
|
|
|
477,893
|
|
|
|
$
|
44.38
|
|
|
$50 to 59.99
|
9,521
|
|
|
6.82
|
|
|
$
|
59.94
|
|
|
|
1,731
|
|
|
|
$
|
59.94
|
|
|
$60 to 69.99
|
2,018,427
|
|
|
7.13
|
|
|
$
|
65.91
|
|
|
|
—
|
|
|
|
$
|
—
|
|
|
|
15,634,317
|
|
|
|
|
|
|
|
|
8,615,711
|
|
|
|
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
1,790
|
|
|
$
|
2,283
|
|
|
$
|
2,030
|
|
Foreign
|
374
|
|
|
382
|
|
|
327
|
|
|||
Total
|
$
|
2,164
|
|
|
$
|
2,665
|
|
|
$
|
2,357
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(14
|
)
|
|
$
|
310
|
|
|
$
|
236
|
|
State and local
|
22
|
|
|
74
|
|
|
61
|
|
|||
Foreign
|
62
|
|
|
61
|
|
|
62
|
|
|||
|
70
|
|
|
445
|
|
|
359
|
|
|||
Deferred
|
692
|
|
|
433
|
|
|
453
|
|
|||
Provision for income taxes
|
$
|
762
|
|
|
$
|
878
|
|
|
$
|
812
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Taxes on income at U.S. federal statutory rate
|
$
|
758
|
|
|
$
|
933
|
|
|
$
|
825
|
|
State and local taxes, net of federal tax benefit
|
93
|
|
|
101
|
|
|
84
|
|
|||
Effect of foreign operations
|
(90
|
)
|
|
(92
|
)
|
|
(67
|
)
|
|||
Audit settlements, net
|
(7
|
)
|
|
(17
|
)
|
|
(3
|
)
|
|||
Other, net
(a)
|
8
|
|
|
(47
|
)
|
|
(27
|
)
|
|||
Provision for income taxes
|
$
|
762
|
|
|
$
|
878
|
|
|
$
|
812
|
|
At December 31,
|
2014
|
|
2013
|
||||
Deferred income tax assets:
|
|
|
|
||||
Reserves and other accrued liabilities
|
$
|
743
|
|
|
$
|
798
|
|
Pension, postretirement and other employee benefits
|
794
|
|
|
697
|
|
||
Tax credit and loss carryforwards
|
628
|
|
|
664
|
|
||
Other
|
113
|
|
|
151
|
|
||
Total deferred income tax assets
|
2,278
|
|
|
2,310
|
|
||
Valuation allowance
|
(575
|
)
|
|
(634
|
)
|
||
Deferred income tax assets, net
|
1,703
|
|
|
1,676
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Intangible assets
|
(2,432
|
)
|
|
(2,305
|
)
|
||
Unbilled licensing receivables
|
(532
|
)
|
|
(345
|
)
|
||
Property, equipment and other assets
|
(151
|
)
|
|
(176
|
)
|
||
Total deferred income tax liabilities
|
(3,115
|
)
|
|
(2,826
|
)
|
||
Deferred income tax liabilities, net
|
$
|
(1,412
|
)
|
|
$
|
(1,150
|
)
|
At January 1, 2012
|
$
|
189
|
|
Additions for current year tax positions
|
12
|
|
|
Additions for prior year tax positions
|
10
|
|
|
Reductions for prior year tax positions
|
(32
|
)
|
|
Cash settlements
|
(5
|
)
|
|
Statute of limitations lapses
|
(2
|
)
|
|
At December 31, 2012
|
172
|
|
|
Additions for current year tax positions
|
11
|
|
|
Additions for prior year tax positions
|
14
|
|
|
Reductions for prior year tax positions
|
(40
|
)
|
|
Cash settlements
|
(17
|
)
|
|
Statute of limitations lapses
|
(1
|
)
|
|
At December 31, 2013
|
139
|
|
|
Additions for current year tax positions
|
14
|
|
|
Additions for prior year tax positions
|
31
|
|
|
Reductions for prior year tax positions
|
(26
|
)
|
|
Cash settlements
|
(16
|
)
|
|
Statute of limitations lapses
|
(2
|
)
|
|
At December 31, 2014
|
$
|
140
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
$
|
5,022
|
|
|
$
|
5,511
|
|
|
$
|
589
|
|
|
$
|
676
|
|
Service cost
|
31
|
|
|
38
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
237
|
|
|
211
|
|
|
25
|
|
|
26
|
|
||||
Actuarial loss (gain)
|
444
|
|
|
(311
|
)
|
|
5
|
|
|
(51
|
)
|
||||
Benefits paid
|
(396
|
)
|
|
(415
|
)
|
|
(74
|
)
|
|
(79
|
)
|
||||
Participants’ contributions
|
—
|
|
|
—
|
|
|
11
|
|
|
10
|
|
||||
Retiree Medicare drug subsidy
|
—
|
|
|
—
|
|
|
6
|
|
|
7
|
|
||||
Settlements
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cumulative translation adjustments
|
(14
|
)
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation, end of year
|
$
|
5,323
|
|
|
$
|
5,022
|
|
|
$
|
562
|
|
|
$
|
589
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
$
|
4,184
|
|
|
$
|
4,234
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Actual return on plan assets
|
402
|
|
|
178
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
50
|
|
|
199
|
|
|
57
|
|
|
62
|
|
||||
Benefits paid
|
(396
|
)
|
|
(415
|
)
|
|
(74
|
)
|
|
(79
|
)
|
||||
Participants’ contributions
|
—
|
|
|
—
|
|
|
11
|
|
|
10
|
|
||||
Retiree Medicare drug subsidy
|
—
|
|
|
—
|
|
|
6
|
|
|
7
|
|
||||
Settlements
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cumulative translation adjustments
|
(15
|
)
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets, end of year
|
$
|
4,224
|
|
|
$
|
4,184
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
At December 31,
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Funded status at end of year
|
$
|
(1,099
|
)
|
|
$
|
(838
|
)
|
|
$
|
(557
|
)
|
|
$
|
(584
|
)
|
Amounts recognized on the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||||
Other assets
|
$
|
15
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(50
|
)
|
|
(50
|
)
|
|
(57
|
)
|
|
(62
|
)
|
||||
Noncurrent liabilities
|
(1,064
|
)
|
|
(805
|
)
|
|
(500
|
)
|
|
(522
|
)
|
||||
Net amounts recognized
|
$
|
(1,099
|
)
|
|
$
|
(838
|
)
|
|
$
|
(557
|
)
|
|
$
|
(584
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
At December 31,
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net actuarial (loss) gain
|
$
|
(1,774
|
)
|
|
$
|
(1,533
|
)
|
|
$
|
222
|
|
|
$
|
248
|
|
Net prior service (cost) credit
|
(10
|
)
|
|
(11
|
)
|
|
—
|
|
|
1
|
|
||||
Share of equity investee
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
(1,785
|
)
|
|
(1,544
|
)
|
|
222
|
|
|
249
|
|
||||
Deferred income taxes
|
706
|
|
|
612
|
|
|
(35
|
)
|
|
(46
|
)
|
||||
Net amount recognized in accumulated other
comprehensive income (loss)
|
$
|
(1,079
|
)
|
|
$
|
(932
|
)
|
|
$
|
187
|
|
|
$
|
203
|
|
At December 31,
|
2014
|
|
2013
|
||||
Projected benefit obligation
|
$
|
5,200
|
|
|
$
|
4,890
|
|
Accumulated benefit obligation
|
$
|
5,111
|
|
|
$
|
4,814
|
|
Fair value of plan assets
|
$
|
4,085
|
|
|
$
|
4,036
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Components of net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
31
|
|
|
$
|
38
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
237
|
|
|
211
|
|
|
240
|
|
|
25
|
|
|
26
|
|
|
33
|
|
||||||
Expected return on plan assets
|
(262
|
)
|
|
(271
|
)
|
|
(247
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial losses (gains)
|
63
|
|
|
85
|
|
|
70
|
|
|
(21
|
)
|
|
(16
|
)
|
|
(16
|
)
|
||||||
Amortization of prior service cost (credit)
|
1
|
|
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Net periodic cost
|
$
|
70
|
|
|
$
|
64
|
|
|
$
|
98
|
|
|
$
|
3
|
|
|
$
|
9
|
|
|
$
|
16
|
|
|
Pension
|
|
Postretirement
|
||||
Year Ended December 31, 2014
|
Benefits
|
|
Benefits
|
||||
Other comprehensive income (loss):
|
|
|
|
||||
Actuarial loss
|
$
|
(304
|
)
|
|
$
|
(5
|
)
|
Amortization of actuarial losses (gains)
(a)
|
63
|
|
|
(21
|
)
|
||
Amortization of prior service cost (credit)
(a)
|
1
|
|
|
(1
|
)
|
||
Share of equity investee
|
(1
|
)
|
|
—
|
|
||
|
(241
|
)
|
|
(27
|
)
|
||
Deferred income taxes
|
94
|
|
|
11
|
|
||
Recognized in other comprehensive income, net of tax
|
$
|
(147
|
)
|
|
$
|
(16
|
)
|
|
Pension
|
|
Postretirement
|
||||||||
|
Benefits
|
|
Benefits
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Weighted average assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
||||
Discount rate
|
4.1
|
%
|
|
4.9
|
%
|
|
3.8
|
%
|
|
4.5
|
%
|
Rate of compensation increase
|
3.0
|
%
|
|
3.0
|
%
|
|
N/A
|
|
|
N/A
|
|
Weighted average assumptions used to determine net periodic costs for the year ended December 31:
|
|
|
|
|
|
|
|
||||
Discount rate
|
4.9
|
%
|
|
4.0
|
%
|
|
4.5
|
%
|
|
4.0
|
%
|
Expected long-term return on plan assets
|
6.5
|
%
|
|
6.5
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
Rate of compensation increase
|
3.0
|
%
|
|
3.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
2014
|
|
2013
|
||
Projected health care cost trend rate for participants of age 65 and below
|
7.0
|
%
|
|
7.5
|
%
|
Projected health care cost trend rate for participants above age 65
|
7.0
|
%
|
|
7.5
|
%
|
Ultimate trend rate
|
5.0
|
%
|
|
5.0
|
%
|
Year ultimate trend rate is achieved for participants of age 65 and below
|
2019
|
|
|
2019
|
|
Year ultimate trend rate is achieved for participants above 65
|
2019
|
|
|
2019
|
|
|
One Percentage
|
|
One Percentage
|
||||
|
Point Increase
|
|
Point Decrease
|
||||
Effect on total service and interest cost components
|
$
|
—
|
|
|
$
|
—
|
|
Effect on the accumulated postretirement benefit obligation
|
$
|
9
|
|
|
$
|
(9
|
)
|
At December 31, 2014
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
(a)
|
$
|
5
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
48
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|||||||
U.S. treasury securities
|
139
|
|
|
—
|
|
|
—
|
|
|
139
|
|
||||
Government-related securities
|
49
|
|
|
301
|
|
|
—
|
|
|
350
|
|
||||
Corporate bonds
(b)
|
—
|
|
|
2,560
|
|
|
—
|
|
|
2,560
|
|
||||
Mortgage-backed and asset-backed securities
|
—
|
|
|
116
|
|
|
3
|
|
|
119
|
|
||||
Equity securities:
(c)
|
|
|
|
|
|
|
|
|
|||||||
U.S. large capitalization
|
258
|
|
|
349
|
|
|
—
|
|
|
607
|
|
||||
U.S. small capitalization
|
74
|
|
|
2
|
|
|
—
|
|
|
76
|
|
||||
International equity
(d)
|
—
|
|
|
242
|
|
|
—
|
|
|
242
|
|
||||
Limited partnerships
|
—
|
|
|
—
|
|
|
56
|
|
|
56
|
|
||||
Other
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
||||
Total Assets
|
$
|
525
|
|
|
$
|
3,640
|
|
|
$
|
59
|
|
|
$
|
4,224
|
|
At December 31, 2013
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
(a)
|
$
|
8
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
63
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
133
|
|
|
—
|
|
|
—
|
|
|
133
|
|
||||
Government-related securities
|
44
|
|
|
234
|
|
|
—
|
|
|
278
|
|
||||
Corporate bonds
(b)
|
—
|
|
|
2,373
|
|
|
—
|
|
|
2,373
|
|
||||
Mortgage-backed and asset-backed securities
|
—
|
|
|
128
|
|
|
4
|
|
|
132
|
|
||||
Equity securities:
(c)
|
|
|
|
|
|
|
|
|
|||||||
U.S. large capitalization
|
345
|
|
|
355
|
|
|
—
|
|
|
700
|
|
||||
U.S. small capitalization
|
98
|
|
|
3
|
|
|
—
|
|
|
101
|
|
||||
International equity
(d)
|
—
|
|
|
291
|
|
|
—
|
|
|
291
|
|
||||
Limited partnerships
|
—
|
|
|
—
|
|
|
55
|
|
|
55
|
|
||||
Other
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
||||
Total Assets
|
$
|
628
|
|
|
$
|
3,497
|
|
|
$
|
59
|
|
|
$
|
4,184
|
|
|
Limited
Partnerships
|
|
Mortgage-backed
Securities
|
|
Total
|
||||||
At January 1, 2013
|
$
|
52
|
|
|
$
|
4
|
|
|
$
|
56
|
|
Actual return related to investments held at end of year
|
4
|
|
|
—
|
|
|
4
|
|
|||
Distributions
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
At December 31, 2013
|
55
|
|
|
4
|
|
|
59
|
|
|||
Actual return related to investments held at end of year
|
1
|
|
|
—
|
|
|
1
|
|
|||
Distributions
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
At December 31, 2014
|
$
|
56
|
|
|
$
|
3
|
|
|
$
|
59
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020-2024
|
||||||||||||
Pension
|
$
|
398
|
|
|
$
|
388
|
|
|
$
|
381
|
|
|
$
|
372
|
|
|
$
|
364
|
|
|
$
|
1,691
|
|
Postretirement
|
$
|
67
|
|
|
$
|
65
|
|
|
$
|
62
|
|
|
$
|
59
|
|
|
$
|
57
|
|
|
$
|
236
|
|
Retiree Medicare drug subsidy
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration
|
||||||
|
|
Employer
Identification
|
|
Pension
Protection Act
|
|
|
|
|
|
|
|
Date of
Collective-
|
|||||||
|
|
Number/Pension
|
|
Zone Status
(a)
|
|
Company Contributions
|
|
Bargaining
|
|||||||||||
Pension Plan
|
|
Plan Number
|
|
2014
|
2013
|
|
2014
|
|
2013
|
|
2012
|
|
Agreement
|
||||||
AFTRA Retirement Plan
(b)
|
|
13-6414972-001
|
|
Green
|
Green
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
(c)
|
Directors Guild of America - Producer
|
|
95-2892780-001
|
|
Green
|
Green
|
|
5
|
|
|
5
|
|
|
4
|
|
|
6/30/2017
|
|||
Producer-Writers Guild of America
|
|
95-2216351-001
|
|
Green
|
Green
|
|
10
|
|
|
8
|
|
|
8
|
|
|
5/1/2017
|
|||
Screen Actors Guild - Producers
|
|
95-2110997-001
|
|
Green
|
Green
|
|
7
|
|
|
7
|
|
|
6
|
|
|
6/30/2017
|
|||
Motion Picture Industry
|
|
95-1810805-001
|
|
Green
|
Green
|
|
8
|
|
|
7
|
|
|
7
|
|
|
(d)
|
|||
Other Plans
|
|
|
|
|
|
|
10
|
|
|
8
|
|
|
6
|
|
|
|
|||
|
|
Total contributions
|
|
$
|
47
|
|
|
$
|
42
|
|
|
$
|
38
|
|
|
|
|
Programming and Talent
|
|
Purchase Obligations
|
|
Other Long-Term Contractual Obligations
|
||||||||
2015
|
$
|
2,429
|
|
|
$
|
183
|
|
|
|
$
|
—
|
|
|
2016
|
2,094
|
|
|
159
|
|
|
|
726
|
|
|
|||
2017
|
1,743
|
|
|
129
|
|
|
|
318
|
|
|
|||
2018
|
1,563
|
|
|
109
|
|
|
|
127
|
|
|
|||
2019
|
1,577
|
|
|
98
|
|
|
|
82
|
|
|
|||
2020 and thereafter
|
4,317
|
|
|
158
|
|
|
|
69
|
|
|
|||
Total
|
$
|
13,723
|
|
|
$
|
836
|
|
|
|
$
|
1,322
|
|
|
|
Leases
|
||||||
|
Capital
|
|
Operating
|
||||
2015
|
$
|
20
|
|
|
$
|
177
|
|
2016
|
19
|
|
|
147
|
|
||
2017
|
15
|
|
|
134
|
|
||
2018
|
15
|
|
|
116
|
|
||
2019
|
14
|
|
|
100
|
|
||
2020 and thereafter
|
30
|
|
|
440
|
|
||
Total minimum payments
|
$
|
113
|
|
|
$
|
1,114
|
|
Less amounts representing interest
|
16
|
|
|
|
|||
Present value of minimum payments
|
$
|
97
|
|
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Entertainment
|
$
|
8,309
|
|
|
$
|
8,645
|
|
|
$
|
7,694
|
|
Cable Networks
|
2,176
|
|
|
2,069
|
|
|
1,772
|
|
|||
Publishing
|
778
|
|
|
809
|
|
|
790
|
|
|||
Local Broadcasting
|
2,756
|
|
|
2,696
|
|
|
2,774
|
|
|||
Corporate/Eliminations
|
(213
|
)
|
|
(214
|
)
|
|
(210
|
)
|
|||
Total Revenues
|
$
|
13,806
|
|
|
$
|
14,005
|
|
|
$
|
12,820
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Intercompany Revenues:
|
|
|
|
|
|
||||||
Entertainment
|
$
|
206
|
|
|
$
|
208
|
|
|
$
|
203
|
|
Cable Networks
|
1
|
|
|
—
|
|
|
—
|
|
|||
Local Broadcasting
|
18
|
|
|
17
|
|
|
19
|
|
|||
Total Intercompany Revenues
|
$
|
225
|
|
|
$
|
225
|
|
|
$
|
222
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Segment OIBDA:
|
|
|
|
|
|
||||||
Entertainment
|
$
|
1,455
|
|
|
$
|
1,758
|
|
|
$
|
1,549
|
|
Cable Networks
|
997
|
|
|
898
|
|
|
811
|
|
|||
Publishing
|
107
|
|
|
113
|
|
|
89
|
|
|||
Local Broadcasting
|
965
|
|
|
898
|
|
|
957
|
|
|||
Corporate
|
(269
|
)
|
|
(332
|
)
|
|
(292
|
)
|
|||
Total Segment OIBDA
|
3,255
|
|
|
3,335
|
|
|
3,114
|
|
|||
Restructuring charges
|
(26
|
)
|
|
(20
|
)
|
|
(19
|
)
|
|||
Impairment charges
|
(52
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Depreciation and amortization
|
(281
|
)
|
|
(290
|
)
|
|
(306
|
)
|
|||
Operating income
|
2,896
|
|
|
3,025
|
|
|
2,778
|
|
|||
Interest expense
|
(363
|
)
|
|
(375
|
)
|
|
(401
|
)
|
|||
Interest income
|
13
|
|
|
8
|
|
|
5
|
|
|||
Net loss on early extinguishment of debt
|
(352
|
)
|
|
—
|
|
|
(32
|
)
|
|||
Other items, net
|
(30
|
)
|
|
7
|
|
|
7
|
|
|||
Earnings from continuing operations before income taxes and
equity in loss of investee companies
|
2,164
|
|
|
2,665
|
|
|
2,357
|
|
|||
Provision for income taxes
|
(762
|
)
|
|
(878
|
)
|
|
(812
|
)
|
|||
Equity in loss of investee companies, net of tax
|
(48
|
)
|
|
(49
|
)
|
|
(37
|
)
|
|||
Net earnings from continuing operations
|
1,354
|
|
|
1,738
|
|
|
1,508
|
|
|||
Net earnings from discontinued operations, net of tax
|
1,605
|
|
|
141
|
|
|
66
|
|
|||
Net earnings
|
$
|
2,959
|
|
|
$
|
1,879
|
|
|
$
|
1,574
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Income (Loss):
|
|
|
|
|
|
||||||
Entertainment
|
$
|
1,308
|
|
|
$
|
1,593
|
|
|
$
|
1,381
|
|
Cable Networks
|
974
|
|
|
877
|
|
|
785
|
|
|||
Publishing
|
100
|
|
|
106
|
|
|
80
|
|
|||
Local Broadcasting
|
812
|
|
|
807
|
|
|
848
|
|
|||
Corporate
|
(298
|
)
|
|
(358
|
)
|
|
(316
|
)
|
|||
Total Operating Income
|
$
|
2,896
|
|
|
$
|
3,025
|
|
|
$
|
2,778
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|||
Entertainment
|
$
|
139
|
|
|
$
|
153
|
|
|
$
|
161
|
|
Cable Networks
|
23
|
|
|
20
|
|
|
26
|
|
|||
Publishing
|
6
|
|
|
6
|
|
|
6
|
|
|||
Local Broadcasting
|
87
|
|
|
86
|
|
|
90
|
|
|||
Corporate
|
26
|
|
|
25
|
|
|
23
|
|
|||
Total Depreciation and Amortization
|
$
|
281
|
|
|
$
|
290
|
|
|
$
|
306
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Stock-based Compensation
|
|
|
|
|
|
||||||
Entertainment
|
$
|
56
|
|
|
$
|
56
|
|
|
$
|
49
|
|
Cable Networks
|
9
|
|
|
8
|
|
|
6
|
|
|||
Publishing
|
4
|
|
|
4
|
|
|
3
|
|
|||
Local Broadcasting
|
28
|
|
|
27
|
|
|
24
|
|
|||
Corporate
|
57
|
|
|
127
|
|
|
65
|
|
|||
Total Stock-based Compensation
|
$
|
154
|
|
|
$
|
222
|
|
|
$
|
147
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Capital Expenditures
|
|
|
|
|
|
||||||
Entertainment
|
$
|
94
|
|
|
$
|
101
|
|
|
$
|
92
|
|
Cable Networks
|
16
|
|
|
16
|
|
|
18
|
|
|||
Publishing
|
4
|
|
|
4
|
|
|
5
|
|
|||
Local Broadcasting
|
65
|
|
|
64
|
|
|
64
|
|
|||
Corporate
|
27
|
|
|
27
|
|
|
21
|
|
|||
Total Capital Expenditures
|
$
|
206
|
|
|
$
|
212
|
|
|
$
|
200
|
|
At December 31,
|
2014
|
|
2013
|
||||
Assets:
|
|
|
|
||||
Entertainment
|
$
|
10,469
|
|
|
$
|
9,657
|
|
Cable Networks
|
2,113
|
|
|
1,968
|
|
||
Publishing
|
990
|
|
|
1,026
|
|
||
Local Broadcasting
|
9,585
|
|
|
9,600
|
|
||
Corporate
|
876
|
|
|
661
|
|
||
Discontinued operations
|
39
|
|
|
3,475
|
|
||
Total Assets
|
$
|
24,072
|
|
|
$
|
26,387
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues by Type
|
|
|
|
|
|
||||||
Advertising
|
$
|
7,204
|
|
|
$
|
7,525
|
|
|
$
|
7,191
|
|
Content licensing and distribution
|
3,990
|
|
|
3,997
|
|
|
3,468
|
|
|||
Affiliate and subscription fees
|
2,362
|
|
|
2,221
|
|
|
1,921
|
|
|||
Other
|
250
|
|
|
262
|
|
|
240
|
|
|||
Total Revenues
|
$
|
13,806
|
|
|
$
|
14,005
|
|
|
$
|
12,820
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
(a)
|
|
|
|
|
|
||||||
United States
|
$
|
12,013
|
|
|
$
|
12,178
|
|
|
$
|
11,275
|
|
International
|
1,793
|
|
|
1,827
|
|
|
1,545
|
|
|||
Total Revenues
|
$
|
13,806
|
|
|
$
|
14,005
|
|
|
$
|
12,820
|
|
At December 31,
|
2014
|
|
2013
|
||||
Long-lived Assets:
(a)
|
|
|
|
||||
United States
|
$
|
17,881
|
|
|
$
|
20,169
|
|
International
|
328
|
|
|
533
|
|
||
Total Long-lived Assets
|
$
|
18,209
|
|
|
$
|
20,702
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Cash paid for interest
(a)
|
$
|
707
|
|
|
$
|
360
|
|
|
$
|
440
|
|
|
|
|
|
|
|
||||||
Cash paid for income taxes:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
217
|
|
|
$
|
294
|
|
|
$
|
331
|
|
Discontinued operations
|
42
|
|
|
92
|
|
|
75
|
|
|||
Total
|
$
|
259
|
|
|
$
|
386
|
|
|
$
|
406
|
|
Year Ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Shares received in Split-Off (see Note 4)
|
$
|
2,721
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equipment acquired under capitalized leases
|
$
|
1
|
|
|
$
|
58
|
|
|
$
|
13
|
|
Radio station swap (See Note 3)
|
$
|
262
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent consideration associated with acquisitions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
||||||||||
2014
(a)
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Total Year
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Entertainment
|
$
|
2,303
|
|
|
$
|
1,835
|
|
|
$
|
1,911
|
|
|
$
|
2,260
|
|
|
$
|
8,309
|
|
Cable Networks
|
537
|
|
|
516
|
|
|
624
|
|
|
499
|
|
|
2,176
|
|
|||||
Publishing
|
153
|
|
|
211
|
|
|
199
|
|
|
215
|
|
|
778
|
|
|||||
Local Broadcasting
|
626
|
|
|
665
|
|
|
680
|
|
|
785
|
|
|
2,756
|
|
|||||
Corporate/Eliminations
|
(49
|
)
|
|
(39
|
)
|
|
(47
|
)
|
|
(78
|
)
|
|
(213
|
)
|
|||||
Total Revenues
|
$
|
3,570
|
|
|
$
|
3,188
|
|
|
$
|
3,367
|
|
|
$
|
3,681
|
|
|
$
|
13,806
|
|
Segment OIBDA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Entertainment
|
$
|
457
|
|
|
$
|
376
|
|
|
$
|
335
|
|
|
$
|
287
|
|
|
$
|
1,455
|
|
Cable Networks
|
259
|
|
|
219
|
|
|
272
|
|
|
247
|
|
|
997
|
|
|||||
Publishing
|
13
|
|
|
24
|
|
|
43
|
|
|
27
|
|
|
107
|
|
|||||
Local Broadcasting
|
200
|
|
|
238
|
|
|
214
|
|
|
313
|
|
|
965
|
|
|||||
Corporate
|
(67
|
)
|
|
(56
|
)
|
|
(50
|
)
|
|
(96
|
)
|
|
(269
|
)
|
|||||
Total Segment OIBDA
|
862
|
|
|
801
|
|
|
814
|
|
|
778
|
|
|
3,255
|
|
|||||
Restructuring charges
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|||||
Impairment charge
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|||||
Depreciation and amortization
|
(71
|
)
|
|
(71
|
)
|
|
(68
|
)
|
|
(71
|
)
|
|
(281
|
)
|
|||||
Total Operating Income
|
$
|
791
|
|
|
$
|
730
|
|
|
$
|
668
|
|
|
$
|
707
|
|
|
$
|
2,896
|
|
Operating Income (Loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Entertainment
|
$
|
420
|
|
|
$
|
341
|
|
|
$
|
294
|
|
|
$
|
253
|
|
|
$
|
1,308
|
|
Cable Networks
|
254
|
|
|
213
|
|
|
266
|
|
|
241
|
|
|
974
|
|
|||||
Publishing
|
11
|
|
|
23
|
|
|
41
|
|
|
25
|
|
|
100
|
|
|||||
Local Broadcasting
|
179
|
|
|
215
|
|
|
126
|
|
|
292
|
|
|
812
|
|
|||||
Corporate
|
(73
|
)
|
|
(62
|
)
|
|
(59
|
)
|
|
(104
|
)
|
|
(298
|
)
|
|||||
Total Operating Income
|
$
|
791
|
|
|
$
|
730
|
|
|
$
|
668
|
|
|
$
|
707
|
|
|
$
|
2,896
|
|
Net earnings from continuing operations
|
$
|
462
|
|
|
$
|
418
|
|
|
$
|
72
|
|
|
$
|
402
|
|
|
$
|
1,354
|
|
Net earnings
|
$
|
468
|
|
|
$
|
439
|
|
|
$
|
1,639
|
|
|
$
|
413
|
|
|
$
|
2,959
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
$
|
.79
|
|
|
$
|
.73
|
|
|
$
|
.14
|
|
|
$
|
.78
|
|
|
$
|
2.46
|
|
Net earnings
|
$
|
.80
|
|
|
$
|
.77
|
|
|
$
|
3.08
|
|
|
$
|
.80
|
|
|
$
|
5.38
|
|
Diluted net earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
$
|
.77
|
|
|
$
|
.72
|
|
|
$
|
.13
|
|
|
$
|
.77
|
|
|
$
|
2.41
|
|
Net earnings
|
$
|
.78
|
|
|
$
|
.76
|
|
|
$
|
3.03
|
|
|
$
|
.79
|
|
|
$
|
5.27
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of common shares
|
|
|
|
|
|
|
|
|
|
||||||||||
outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
585
|
|
|
570
|
|
|
532
|
|
|
515
|
|
|
550
|
|
|||||
Diluted
|
600
|
|
|
581
|
|
|
541
|
|
|
523
|
|
|
561
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per common share
|
$
|
.12
|
|
|
$
|
.12
|
|
|
$
|
.15
|
|
|
$
|
.15
|
|
|
$
|
.54
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
||||||||||
2013
(a) (b)
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Total Year
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Entertainment
|
$
|
2,539
|
|
|
$
|
2,008
|
|
|
$
|
1,884
|
|
|
$
|
2,214
|
|
|
$
|
8,645
|
|
Cable Networks
|
478
|
|
|
518
|
|
|
596
|
|
|
477
|
|
|
2,069
|
|
|||||
Publishing
|
171
|
|
|
189
|
|
|
224
|
|
|
225
|
|
|
809
|
|
|||||
Local Broadcasting
|
638
|
|
|
698
|
|
|
641
|
|
|
719
|
|
|
2,696
|
|
|||||
Corporate/Eliminations
|
(63
|
)
|
|
(44
|
)
|
|
(43
|
)
|
|
(64
|
)
|
|
(214
|
)
|
|||||
Total Revenues
|
$
|
3,763
|
|
|
$
|
3,369
|
|
|
$
|
3,302
|
|
|
$
|
3,571
|
|
|
$
|
14,005
|
|
Segment OIBDA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Entertainment
|
$
|
480
|
|
|
$
|
429
|
|
|
$
|
431
|
|
|
$
|
418
|
|
|
$
|
1,758
|
|
Cable Networks
|
231
|
|
|
207
|
|
|
261
|
|
|
199
|
|
|
898
|
|
|||||
Publishing
|
12
|
|
|
21
|
|
|
43
|
|
|
37
|
|
|
113
|
|
|||||
Local Broadcasting
|
199
|
|
|
255
|
|
|
181
|
|
|
263
|
|
|
898
|
|
|||||
Corporate
|
(77
|
)
|
|
(64
|
)
|
|
(82
|
)
|
|
(109
|
)
|
|
(332
|
)
|
|||||
Total Segment OIBDA
|
845
|
|
|
848
|
|
|
834
|
|
|
808
|
|
|
3,335
|
|
|||||
Restructuring charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|||||
Depreciation and amortization
|
(74
|
)
|
|
(73
|
)
|
|
(70
|
)
|
|
(73
|
)
|
|
(290
|
)
|
|||||
Total Operating Income
|
$
|
771
|
|
|
$
|
775
|
|
|
$
|
764
|
|
|
$
|
715
|
|
|
$
|
3,025
|
|
Operating Income (Loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Entertainment
|
$
|
440
|
|
|
$
|
391
|
|
|
$
|
394
|
|
|
$
|
368
|
|
|
$
|
1,593
|
|
Cable Networks
|
227
|
|
|
202
|
|
|
255
|
|
|
193
|
|
|
877
|
|
|||||
Publishing
|
10
|
|
|
20
|
|
|
41
|
|
|
35
|
|
|
106
|
|
|||||
Local Broadcasting
|
176
|
|
|
234
|
|
|
161
|
|
|
236
|
|
|
807
|
|
|||||
Corporate
|
(82
|
)
|
|
(72
|
)
|
|
(87
|
)
|
|
(117
|
)
|
|
(358
|
)
|
|||||
Total Operating Income
|
$
|
771
|
|
|
$
|
775
|
|
|
$
|
764
|
|
|
$
|
715
|
|
|
$
|
3,025
|
|
Net earnings from continuing operations
|
$
|
450
|
|
|
$
|
435
|
|
|
$
|
431
|
|
|
$
|
422
|
|
|
$
|
1,738
|
|
Net earnings
|
$
|
443
|
|
|
$
|
472
|
|
|
$
|
494
|
|
|
$
|
470
|
|
|
$
|
1,879
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
$
|
.72
|
|
|
$
|
.71
|
|
|
$
|
.71
|
|
|
$
|
.70
|
|
|
$
|
2.86
|
|
Net earnings
|
$
|
.71
|
|
|
$
|
.78
|
|
|
$
|
.82
|
|
|
$
|
.78
|
|
|
$
|
3.09
|
|
Diluted net earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
$
|
.71
|
|
|
$
|
.70
|
|
|
$
|
.70
|
|
|
$
|
.69
|
|
|
$
|
2.79
|
|
Net earnings
|
$
|
.69
|
|
|
$
|
.76
|
|
|
$
|
.80
|
|
|
$
|
.76
|
|
|
$
|
3.01
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of common shares
|
|
|
|
|
|
|
|
|
|
||||||||||
outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
621
|
|
|
609
|
|
|
603
|
|
|
599
|
|
|
608
|
|
|||||
Diluted
|
638
|
|
|
624
|
|
|
618
|
|
|
615
|
|
|
624
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per common share
|
$
|
.12
|
|
|
$
|
.12
|
|
|
$
|
.12
|
|
|
$
|
.12
|
|
|
$
|
.48
|
|
|
Statement of Operations
|
||||||||||||||||||
|
For the Year Ended December 31, 2014
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Revenues
|
$
|
159
|
|
|
$
|
11
|
|
|
$
|
13,636
|
|
|
$
|
—
|
|
|
$
|
13,806
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
68
|
|
|
6
|
|
|
8,015
|
|
|
—
|
|
|
8,089
|
|
|||||
Selling, general and administrative
|
61
|
|
|
255
|
|
|
2,146
|
|
|
—
|
|
|
2,462
|
|
|||||
Restructuring charges
|
—
|
|
|
3
|
|
|
23
|
|
|
—
|
|
|
26
|
|
|||||
Impairment charge
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|||||
Depreciation and amortization
|
6
|
|
|
16
|
|
|
259
|
|
|
—
|
|
|
281
|
|
|||||
Total expenses
|
135
|
|
|
280
|
|
|
10,495
|
|
|
—
|
|
|
10,910
|
|
|||||
Operating income (loss)
|
24
|
|
|
(269
|
)
|
|
3,141
|
|
|
—
|
|
|
2,896
|
|
|||||
Interest (expense) income, net
|
(443
|
)
|
|
(383
|
)
|
|
476
|
|
|
—
|
|
|
(350
|
)
|
|||||
Loss on early extinguishment of debt
|
(351
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(352
|
)
|
|||||
Other items, net
|
(1
|
)
|
|
4
|
|
|
(33
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies
|
(771
|
)
|
|
(648
|
)
|
|
3,583
|
|
|
—
|
|
|
2,164
|
|
|||||
Benefit (provision) for income taxes
|
280
|
|
|
229
|
|
|
(1,271
|
)
|
|
—
|
|
|
(762
|
)
|
|||||
Equity in earnings (loss) of investee companies,
net of tax
|
3,444
|
|
|
1,270
|
|
|
(48
|
)
|
|
(4,714
|
)
|
|
(48
|
)
|
|||||
Net earnings from continuing operations
|
2,953
|
|
|
851
|
|
|
2,264
|
|
|
(4,714
|
)
|
|
1,354
|
|
|||||
Net earnings (loss) from discontinued operations, net of tax
|
6
|
|
|
(1
|
)
|
|
1,600
|
|
|
—
|
|
|
1,605
|
|
|||||
Net earnings
|
$
|
2,959
|
|
|
$
|
850
|
|
|
$
|
3,864
|
|
|
$
|
(4,714
|
)
|
|
$
|
2,959
|
|
Total comprehensive income
|
$
|
2,769
|
|
|
$
|
857
|
|
|
$
|
3,819
|
|
|
$
|
(4,676
|
)
|
|
$
|
2,769
|
|
|
Statement of Operations
|
||||||||||||||||||
|
For the Year Ended December 31, 2013
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Revenues
|
$
|
145
|
|
|
$
|
11
|
|
|
$
|
13,849
|
|
|
$
|
—
|
|
|
$
|
14,005
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
69
|
|
|
8
|
|
|
8,047
|
|
|
—
|
|
|
8,124
|
|
|||||
Selling, general and administrative
|
65
|
|
|
323
|
|
|
2,158
|
|
|
—
|
|
|
2,546
|
|
|||||
Restructuring charges
|
—
|
|
|
1
|
|
|
19
|
|
|
—
|
|
|
20
|
|
|||||
Depreciation and amortization
|
6
|
|
|
14
|
|
|
270
|
|
|
—
|
|
|
290
|
|
|||||
Total expenses
|
140
|
|
|
346
|
|
|
10,494
|
|
|
—
|
|
|
10,980
|
|
|||||
Operating income (loss)
|
5
|
|
|
(335
|
)
|
|
3,355
|
|
|
—
|
|
|
3,025
|
|
|||||
Interest (expense) income, net
|
(457
|
)
|
|
(369
|
)
|
|
459
|
|
|
—
|
|
|
(367
|
)
|
|||||
Other items, net
|
—
|
|
|
4
|
|
|
3
|
|
|
—
|
|
|
7
|
|
|||||
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies
|
(452
|
)
|
|
(700
|
)
|
|
3,817
|
|
|
—
|
|
|
2,665
|
|
|||||
Benefit (provision) for income taxes
|
152
|
|
|
235
|
|
|
(1,265
|
)
|
|
—
|
|
|
(878
|
)
|
|||||
Equity in earnings (loss) of investee companies,
net of tax
|
2,170
|
|
|
1,288
|
|
|
(49
|
)
|
|
(3,458
|
)
|
|
(49
|
)
|
|||||
Net earnings from continuing operations
|
1,870
|
|
|
823
|
|
|
2,503
|
|
|
(3,458
|
)
|
|
1,738
|
|
|||||
Net earnings (loss) from discontinued operations, net of tax
|
9
|
|
|
(5
|
)
|
|
137
|
|
|
—
|
|
|
141
|
|
|||||
Net earnings
|
$
|
1,879
|
|
|
$
|
818
|
|
|
$
|
2,640
|
|
|
$
|
(3,458
|
)
|
|
$
|
1,879
|
|
Total comprehensive income
|
$
|
1,903
|
|
|
$
|
815
|
|
|
$
|
2,463
|
|
|
$
|
(3,278
|
)
|
|
$
|
1,903
|
|
|
Statement of Operations
|
||||||||||||||||||
|
For the Year Ended December 31, 2012
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Revenues
|
$
|
157
|
|
|
$
|
15
|
|
|
$
|
12,648
|
|
|
$
|
—
|
|
|
$
|
12,820
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
74
|
|
|
8
|
|
|
7,182
|
|
|
—
|
|
|
7,264
|
|
|||||
Selling, general and administrative
|
87
|
|
|
251
|
|
|
2,104
|
|
|
—
|
|
|
2,442
|
|
|||||
Restructuring charges
|
—
|
|
|
2
|
|
|
17
|
|
|
—
|
|
|
19
|
|
|||||
Impairment charge
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Depreciation and amortization
|
6
|
|
|
14
|
|
|
286
|
|
|
—
|
|
|
306
|
|
|||||
Total expenses
|
167
|
|
|
275
|
|
|
9,600
|
|
|
—
|
|
|
10,042
|
|
|||||
Operating income (loss)
|
(10
|
)
|
|
(260
|
)
|
|
3,048
|
|
|
—
|
|
|
2,778
|
|
|||||
Interest (expense) income, net
|
(480
|
)
|
|
(351
|
)
|
|
435
|
|
|
—
|
|
|
(396
|
)
|
|||||
Net loss on early extinguishment of debt
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||||
Other items, net
|
1
|
|
|
(5
|
)
|
|
11
|
|
|
—
|
|
|
7
|
|
|||||
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies
|
(521
|
)
|
|
(616
|
)
|
|
3,494
|
|
|
—
|
|
|
2,357
|
|
|||||
Benefit (provision) for income taxes
|
183
|
|
|
215
|
|
|
(1,210
|
)
|
|
—
|
|
|
(812
|
)
|
|||||
Equity in earnings (loss) of investee companies,
net of tax
|
1,886
|
|
|
1,145
|
|
|
(37
|
)
|
|
(3,031
|
)
|
|
(37
|
)
|
|||||
Net earnings from continuing operations
|
1,548
|
|
|
744
|
|
|
2,247
|
|
|
(3,031
|
)
|
|
1,508
|
|
|||||
Net earnings (loss) from discontinued operations, net of tax
|
26
|
|
|
(3
|
)
|
|
43
|
|
|
—
|
|
|
66
|
|
|||||
Net earnings
|
$
|
1,574
|
|
|
$
|
741
|
|
|
$
|
2,290
|
|
|
$
|
(3,031
|
)
|
|
$
|
1,574
|
|
Total comprehensive income
|
$
|
1,444
|
|
|
$
|
734
|
|
|
$
|
2,298
|
|
|
$
|
(3,032
|
)
|
|
$
|
1,444
|
|
|
Balance Sheet
|
||||||||||||||||||
|
At December 31, 2014
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
63
|
|
|
$
|
1
|
|
|
$
|
364
|
|
|
$
|
—
|
|
|
$
|
428
|
|
Receivables, net
|
29
|
|
|
2
|
|
|
3,428
|
|
|
—
|
|
|
3,459
|
|
|||||
Programming and other inventory
|
4
|
|
|
3
|
|
|
915
|
|
|
—
|
|
|
922
|
|
|||||
Prepaid expenses and other current assets
|
306
|
|
|
27
|
|
|
477
|
|
|
(30
|
)
|
|
780
|
|
|||||
Total current assets
|
402
|
|
|
33
|
|
|
5,184
|
|
|
(30
|
)
|
|
5,589
|
|
|||||
Property and equipment
|
41
|
|
|
162
|
|
|
2,961
|
|
|
—
|
|
|
3,164
|
|
|||||
Less accumulated depreciation and amortization
|
15
|
|
|
98
|
|
|
1,618
|
|
|
—
|
|
|
1,731
|
|
|||||
Net property and equipment
|
26
|
|
|
64
|
|
|
1,343
|
|
|
—
|
|
|
1,433
|
|
|||||
Programming and other inventory
|
7
|
|
|
8
|
|
|
1,802
|
|
|
—
|
|
|
1,817
|
|
|||||
Goodwill
|
98
|
|
|
62
|
|
|
6,538
|
|
|
—
|
|
|
6,698
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
6,008
|
|
|
—
|
|
|
6,008
|
|
|||||
Investments in consolidated subsidiaries
|
41,144
|
|
|
11,685
|
|
|
—
|
|
|
(52,829
|
)
|
|
—
|
|
|||||
Other assets
|
219
|
|
|
17
|
|
|
2,252
|
|
|
—
|
|
|
2,488
|
|
|||||
Intercompany
|
—
|
|
|
2,726
|
|
|
21,772
|
|
|
(24,498
|
)
|
|
—
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|||||
Total Assets
|
$
|
41,896
|
|
|
$
|
14,595
|
|
|
$
|
44,938
|
|
|
$
|
(77,357
|
)
|
|
$
|
24,072
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
3
|
|
|
$
|
24
|
|
|
$
|
275
|
|
|
$
|
—
|
|
|
$
|
302
|
|
Participants' share and royalties payable
|
—
|
|
|
—
|
|
|
999
|
|
|
—
|
|
|
999
|
|
|||||
Program rights
|
5
|
|
|
3
|
|
|
396
|
|
|
—
|
|
|
404
|
|
|||||
Commercial paper
|
616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
616
|
|
|||||
Current portion of long-term debt
|
4
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
20
|
|
|||||
Accrued expenses and other current liabilities
|
388
|
|
|
270
|
|
|
1,038
|
|
|
(30
|
)
|
|
1,666
|
|
|||||
Current liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|||||
Total current liabilities
|
1,016
|
|
|
297
|
|
|
2,750
|
|
|
(30
|
)
|
|
4,033
|
|
|||||
Long-term debt
|
6,383
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
6,510
|
|
|||||
Other liabilities
|
3,029
|
|
|
249
|
|
|
3,163
|
|
|
—
|
|
|
6,441
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
|||||
Intercompany
|
24,498
|
|
|
—
|
|
|
—
|
|
|
(24,498
|
)
|
|
—
|
|
|||||
Stockholders' Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock
|
—
|
|
|
—
|
|
|
126
|
|
|
(126
|
)
|
|
—
|
|
|||||
Common stock
|
1
|
|
|
123
|
|
|
590
|
|
|
(713
|
)
|
|
1
|
|
|||||
Additional paid-in capital
|
44,041
|
|
|
—
|
|
|
60,894
|
|
|
(60,894
|
)
|
|
44,041
|
|
|||||
Retained earnings (deficit)
|
(21,931
|
)
|
|
14,260
|
|
|
(18,111
|
)
|
|
3,851
|
|
|
(21,931
|
)
|
|||||
Accumulated other comprehensive income (loss)
|
(735
|
)
|
|
(3
|
)
|
|
81
|
|
|
(78
|
)
|
|
(735
|
)
|
|||||
|
21,376
|
|
|
14,380
|
|
|
43,580
|
|
|
(57,960
|
)
|
|
21,376
|
|
|||||
Less treasury stock, at cost
|
14,406
|
|
|
331
|
|
|
4,800
|
|
|
(5,131
|
)
|
|
14,406
|
|
|||||
Total Stockholders' Equity
|
6,970
|
|
|
14,049
|
|
|
38,780
|
|
|
(52,829
|
)
|
|
6,970
|
|
|||||
Total Liabilities and Stockholders' Equity
|
$
|
41,896
|
|
|
$
|
14,595
|
|
|
$
|
44,938
|
|
|
$
|
(77,357
|
)
|
|
$
|
24,072
|
|
|
Balance Sheet
|
||||||||||||||||||
|
At December 31, 2013
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
80
|
|
|
$
|
1
|
|
|
$
|
287
|
|
|
$
|
—
|
|
|
$
|
368
|
|
Receivables, net
|
30
|
|
|
2
|
|
|
3,202
|
|
|
—
|
|
|
3,234
|
|
|||||
Programming and other inventory
|
4
|
|
|
2
|
|
|
766
|
|
|
—
|
|
|
772
|
|
|||||
Prepaid expenses and other current assets
|
179
|
|
|
18
|
|
|
474
|
|
|
(26
|
)
|
|
645
|
|
|||||
Current assets of discontinued operations
|
—
|
|
|
—
|
|
|
351
|
|
|
—
|
|
|
351
|
|
|||||
Total current assets
|
293
|
|
|
23
|
|
|
5,080
|
|
|
(26
|
)
|
|
5,370
|
|
|||||
Property and equipment
|
37
|
|
|
137
|
|
|
2,886
|
|
|
—
|
|
|
3,060
|
|
|||||
Less accumulated depreciation and amortization
|
9
|
|
|
83
|
|
|
1,507
|
|
|
—
|
|
|
1,599
|
|
|||||
Net property and equipment
|
28
|
|
|
54
|
|
|
1,379
|
|
|
—
|
|
|
1,461
|
|
|||||
Programming and other inventory
|
5
|
|
|
—
|
|
|
1,692
|
|
|
—
|
|
|
1,697
|
|
|||||
Goodwill
|
98
|
|
|
62
|
|
|
6,428
|
|
|
—
|
|
|
6,588
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
5,870
|
|
|
—
|
|
|
5,870
|
|
|||||
Investments in consolidated subsidiaries
|
40,454
|
|
|
10,415
|
|
|
—
|
|
|
(50,869
|
)
|
|
—
|
|
|||||
Other assets
|
89
|
|
|
18
|
|
|
1,856
|
|
|
—
|
|
|
1,963
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
314
|
|
|
—
|
|
|
314
|
|
|||||
Intercompany
|
—
|
|
|
3,240
|
|
|
18,409
|
|
|
(21,649
|
)
|
|
—
|
|
|||||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
3,124
|
|
|
—
|
|
|
3,124
|
|
|||||
Total Assets
|
$
|
40,967
|
|
|
$
|
13,812
|
|
|
$
|
44,152
|
|
|
$
|
(72,544
|
)
|
|
$
|
26,387
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
1
|
|
|
$
|
8
|
|
|
$
|
277
|
|
|
$
|
—
|
|
|
$
|
286
|
|
Participants' share and royalties payable
|
—
|
|
|
—
|
|
|
1,008
|
|
|
—
|
|
|
1,008
|
|
|||||
Program rights
|
5
|
|
|
2
|
|
|
391
|
|
|
—
|
|
|
398
|
|
|||||
Commercial paper
|
475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
475
|
|
|||||
Current portion of long-term debt
|
5
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
20
|
|
|||||
Accrued expenses and other current liabilities
|
361
|
|
|
293
|
|
|
1,138
|
|
|
(26
|
)
|
|
1,766
|
|
|||||
Current liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
254
|
|
|||||
Total current liabilities
|
847
|
|
|
303
|
|
|
3,083
|
|
|
(26
|
)
|
|
4,207
|
|
|||||
Long-term debt
|
5,791
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
5,940
|
|
|||||
Other liabilities
|
2,714
|
|
|
317
|
|
|
2,766
|
|
|
—
|
|
|
5,797
|
|
|||||
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
477
|
|
|
—
|
|
|
477
|
|
|||||
Intercompany
|
21,649
|
|
|
—
|
|
|
—
|
|
|
(21,649
|
)
|
|
—
|
|
|||||
Stockholders' Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock
|
—
|
|
|
—
|
|
|
126
|
|
|
(126
|
)
|
|
—
|
|
|||||
Common stock
|
1
|
|
|
123
|
|
|
953
|
|
|
(1,076
|
)
|
|
1
|
|
|||||
Additional paid-in capital
|
43,474
|
|
|
—
|
|
|
61,678
|
|
|
(61,678
|
)
|
|
43,474
|
|
|||||
Retained earnings (deficit)
|
(24,890
|
)
|
|
13,410
|
|
|
(20,406
|
)
|
|
6,996
|
|
|
(24,890
|
)
|
|||||
Accumulated other comprehensive income (loss)
|
(545
|
)
|
|
(10
|
)
|
|
126
|
|
|
(116
|
)
|
|
(545
|
)
|
|||||
|
18,040
|
|
|
13,523
|
|
|
42,477
|
|
|
(56,000
|
)
|
|
18,040
|
|
|||||
Less treasury stock, at cost
|
8,074
|
|
|
331
|
|
|
4,800
|
|
|
(5,131
|
)
|
|
8,074
|
|
|||||
Total Stockholders' Equity
|
9,966
|
|
|
13,192
|
|
|
37,677
|
|
|
(50,869
|
)
|
|
9,966
|
|
|||||
Total Liabilities and Stockholders' Equity
|
$
|
40,967
|
|
|
$
|
13,812
|
|
|
$
|
44,152
|
|
|
$
|
(72,544
|
)
|
|
$
|
26,387
|
|
|
Statement of Cash Flows
|
||||||||||||||||||
|
For the Year Ended December 31, 2014
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Net cash flow (used for) provided by operating activities
|
$
|
(1,107
|
)
|
|
$
|
(194
|
)
|
|
$
|
2,576
|
|
|
$
|
—
|
|
|
$
|
1,275
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(27
|
)
|
|
(179
|
)
|
|
—
|
|
|
(206
|
)
|
|||||
Investments in and advances to investee companies
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
(98
|
)
|
|||||
Proceeds from sale of investments
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Proceeds from dispositions
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Other investing activities
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Net cash flow used for investing activities from continuing operations
|
(4
|
)
|
|
(27
|
)
|
|
(285
|
)
|
|
—
|
|
|
(316
|
)
|
|||||
Net cash flow used for investing activities from discontinued operations
|
(29
|
)
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
(285
|
)
|
|||||
Net cash flow used for investing activities
|
(33
|
)
|
|
(27
|
)
|
|
(541
|
)
|
|
—
|
|
|
(601
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from short-term debt borrowings, net
|
141
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|||||
Proceeds from issuance of notes
|
1,728
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,728
|
|
|||||
Repayment of notes and debentures
|
(1,146
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(1,152
|
)
|
|||||
Payment of capital lease obligations
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|||||
Dividends
|
(292
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(292
|
)
|
|||||
Purchase of Company common stock
|
(3,595
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,595
|
)
|
|||||
Payment of payroll taxes in lieu of issuing shares
for stock-based compensation
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|||||
Proceeds from exercise of stock options
|
283
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
283
|
|
|||||
Excess tax benefit from stock-based compensation
|
243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
243
|
|
|||||
Other financing activities
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Increase (decrease) in intercompany payables
|
3,921
|
|
|
221
|
|
|
(4,142
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash flow provided by (used for) financing activities from continuing operations
|
1,134
|
|
|
221
|
|
|
(4,165
|
)
|
|
—
|
|
|
(2,810
|
)
|
|||||
Net cash flow (used for) provided by financing activities from discontinued operations
|
(11
|
)
|
|
—
|
|
|
2,178
|
|
|
—
|
|
|
2,167
|
|
|||||
Net cash flow provided by (used for) financing activities
|
1,123
|
|
|
221
|
|
|
(1,987
|
)
|
|
—
|
|
|
(643
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(17
|
)
|
|
—
|
|
|
48
|
|
|
—
|
|
|
31
|
|
|||||
Cash and cash equivalents at beginning of period (includes $29 of discontinued operations cash)
|
80
|
|
|
1
|
|
|
316
|
|
|
—
|
|
|
397
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
63
|
|
|
$
|
1
|
|
|
$
|
364
|
|
|
$
|
—
|
|
|
$
|
428
|
|
|
Statement of Cash Flows
|
||||||||||||||||||
|
For the Year Ended December 31, 2013
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Net cash flow (used for) provided by operating activities
|
$
|
(934
|
)
|
|
$
|
(187
|
)
|
|
$
|
2,994
|
|
|
$
|
—
|
|
|
$
|
1,873
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(27
|
)
|
|
(185
|
)
|
|
—
|
|
|
(212
|
)
|
|||||
Investments in and advances to investee companies
|
—
|
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
(176
|
)
|
|||||
Proceeds from sale of investments
|
23
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
30
|
|
|||||
Proceeds from dispositions
|
—
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
164
|
|
|||||
Net cash flow provided by (used for) investing activities from continuing operations
|
23
|
|
|
(26
|
)
|
|
(211
|
)
|
|
—
|
|
|
(214
|
)
|
|||||
Net cash flow used for investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
(58
|
)
|
|||||
Net cash flow provided by (used for) investing activities
|
23
|
|
|
(26
|
)
|
|
(269
|
)
|
|
—
|
|
|
(272
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from short-term debt borrowings, net
|
475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
475
|
|
|||||
Payment of capital lease obligations
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|||||
Payment of contingent consideration
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Dividends
|
(300
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|||||
Purchase of Company common stock
|
(2,185
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,185
|
)
|
|||||
Payment of payroll taxes in lieu of issuing shares
for stock-based compensation
|
(145
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|||||
Proceeds from exercise of stock options
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|||||
Excess tax benefit from stock-based compensation
|
148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|||||
Other financing activities
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Increase (decrease) in intercompany payables
|
2,602
|
|
|
213
|
|
|
(2,815
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash flow provided by (used for) financing activities
|
737
|
|
|
213
|
|
|
(2,862
|
)
|
|
—
|
|
|
(1,912
|
)
|
|||||
Net decrease in cash and cash equivalents
|
(174
|
)
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
(311
|
)
|
|||||
Cash and cash equivalents at beginning of period (includes $21 of discontinued operations cash)
|
254
|
|
|
1
|
|
|
453
|
|
|
—
|
|
|
708
|
|
|||||
Cash and cash equivalents at end of period
(includes $29 of discontinued operations cash)
|
$
|
80
|
|
|
$
|
1
|
|
|
$
|
316
|
|
|
$
|
—
|
|
|
$
|
397
|
|
|
Statement of Cash Flows
|
||||||||||||||||||
|
For the Year Ended December 31, 2012
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Net cash flow (used for) provided by operating activities
|
$
|
(827
|
)
|
|
$
|
(179
|
)
|
|
$
|
2,821
|
|
|
$
|
—
|
|
|
$
|
1,815
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
(146
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(21
|
)
|
|
(179
|
)
|
|
—
|
|
|
(200
|
)
|
|||||
Investments in and advances to investee companies
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
(91
|
)
|
|||||
Proceeds from sale of investments
|
9
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
13
|
|
|||||
Proceeds from dispositions
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Net cash flow provided by (used for) investing activities from continuing operations
|
9
|
|
|
(19
|
)
|
|
(365
|
)
|
|
—
|
|
|
(375
|
)
|
|||||
Net cash flow used for investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
(76
|
)
|
|||||
Net cash flow provided by (used for) investing activities
|
9
|
|
|
(19
|
)
|
|
(441
|
)
|
|
—
|
|
|
(451
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of notes
|
1,566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,566
|
|
|||||
Repayment of notes and debentures
|
(1,583
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,583
|
)
|
|||||
Payment of capital lease obligations
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Payment of contingent consideration
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
|||||
Dividends
|
(276
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(276
|
)
|
|||||
Purchase of Company common stock
|
(1,137
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,137
|
)
|
|||||
Payment of payroll taxes in lieu of issuing shares
for stock-based compensation
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|||||
Proceeds from exercise of stock options
|
168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168
|
|
|||||
Excess tax benefit from stock-based compensation
|
103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|||||
Increase (decrease) in intercompany payables
|
2,202
|
|
|
198
|
|
|
(2,400
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash flow provided by (used for) financing activities
|
938
|
|
|
198
|
|
|
(2,452
|
)
|
|
—
|
|
|
(1,316
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
120
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
48
|
|
|||||
Cash and cash equivalents at beginning of period (includes $38 of discontinued operations cash)
|
134
|
|
|
1
|
|
|
525
|
|
|
—
|
|
|
660
|
|
|||||
Cash and cash equivalents at end of period
(includes $21 of discontinued operations cash)
|
$
|
254
|
|
|
$
|
1
|
|
|
$
|
453
|
|
|
$
|
—
|
|
|
$
|
708
|
|
(b)
|
Exhibits.
|
|
|
CBS CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ Leslie Moonves
|
|
|
|
Leslie Moonves
President
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2015
|
|
Charles K. Gifford
|
|
|
|||
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2015
|
|
Leonard Goldberg
|
|
|
|||
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2015
|
|
Bruce S. Gordon
|
|
|
|||
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2015
|
|
Linda M. Griego
|
|
|
|||
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2015
|
|
Arnold Kopelson
|
|
|
|||
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2015
|
|
Doug Morris
|
|
|
|||
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2015
|
|
Shari Redstone
|
|
|
|||
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2015
|
|
Sumner M. Redstone
|
|
|
|||
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2015
|
|
Frederic V. Salerno
|
|
|
|||
|
|
|
|
|
|
*By:
|
/s/ Lawrence P. Tu
|
|
|
|
February 13, 2015
|
|
Lawrence P. Tu
Attorney-in-Fact
for Directors
|
|
|
Exhibit No.
|
|
Description of Document
|
|
(3)
|
|
Articles of Incorporation and Bylaws
|
|
|
(a)
|
Amended and Restated Certificate of Incorporation of CBS Corporation effective December 31, 2005 (incorporated by reference to Exhibit 3(a) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2005) (File No. 001‑09553).
|
|
|
(b)
|
Amended and Restated Bylaws of CBS Corporation effective December 11, 2014 (incorporated by reference to Exhibit 3(b) to the Current Report on Form 8‑K filed by CBS Corporation on December 17, 2014) (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 filed by CBS Corporation on 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 filed by CBS Corporation on 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)
|
CBS Corporation 2004 Long‑Term Management Incentive Plan (as amended and restated through May 25, 2006) (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10‑Q of CBS Corporation for the quarter ended June 30, 2006) (File No. 001‑09553).*
|
|
|
(b)
|
CBS Corporation 2009 Long‑Term Incentive Plan (as amended and restated May 23, 2013) (incorporated by reference to Exhibit 10(c) to the Quarterly Report on Form 10‑Q of CBS Corporation for the quarter ended June 30, 2013) (File No. 001‑09553).*
|
|
|
(c)
|
Forms of Certificate and Terms and Conditions for equity awards for:
|
|
|
|
(i)
|
Stock Options (granted prior to 2010) (incorporated by reference to Exhibit 10(c)(i) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2011) (File No. 001‑09553).*
|
|
|
(ii)
|
Stock Options (granted in 2010 and thereafter) (incorporated by reference to Exhibit 10(c)(ii) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2011) (File No. 001‑09553).*
|
Exhibit No.
|
|
Description of Document
|
|
|
|
(iii)
|
Performance‑Based Restricted Share Units with Time Vesting and Performance Vesting (granted in 2010 and thereafter) (incorporated by reference to Exhibit 10(c)(v) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2011) (File No. 001‑09553).*
|
|
|
(iv)
|
Restricted Share Units with Time Vesting (granted in 2010 and thereafter) (incorporated by reference to Exhibit 10(c)(vii) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2011) (File No. 001‑09553).*
|
|
(d)
|
CBS Corporation Senior Executive Short‑Term Incentive Plan (as amended and restated as of December 31, 2005) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2005) (File No. 001‑09553) (as amended by the First Amendment to the CBS Corporation Senior Executive Short‑Term Incentive Plan effective January 1, 2009) (incorporated by reference to Exhibit 10(d) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2008) (File No. 001‑09553).*
|
|
|
(e)
|
CBS Retirement Excess Pension Plan (as amended and restated as of December 31, 2005) (incorporated by reference to Exhibit 10(o) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2005) (File No. 001‑09553) (as Part A was amended by Amendment No. 1 as of January 1, 2009) (incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2010) (File No. 001‑09553) (as amended by Part B, effective as of January 1, 2009, as amended and restated as of January 1, 2012) (incorporated by reference to Exhibit 10(e) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2012) (File No. 001‑09553).*
|
|
|
(f)
|
CBS Excess 401(k) Plan for Designated Senior Executives (as amended and restated as of December 31, 2005) (incorporated by reference to Exhibit 10(p) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2005) (File No. 001‑09553) (as amended by Part B effective January 1, 2009) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2008) (File No. 001‑09553) (as Part B was amended by Amendment No. 1 as of January 1, 2009) (incorporated by reference to Exhibit 10(b) to the Quarterly Report on Form 10‑Q of CBS Corporation for the quarter ended March 31, 2010) (File No. 001‑09553) (as Part B was amended by Amendment No. 2 as of January 1, 2009) (incorporated by reference to Exhibit 10(h) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2010 (File No. 001‑09553) (as Part A was amended by Amendment No. 1 as of January 1, 2014) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553) (as Part B was amended by Amendment No. 3 as of January 1, 2014) (incorporated by reference to Exhibit 10(f) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553) (as Part A was amended by Amendment No. 2 as of February 1, 2015) (filed herewith), (as Part B was amended by Amendment No. 4 as of February 1, 2015) (filed herewith), (as Part A was amended by Amendment No. 3 as of January 1, 2015) (filed herewith), (as Part B was amended by Amendment No. 5 as of January 1, 2015) (filed herewith).*
|
Exhibit No.
|
|
Description of Document
|
|
|
(g)
|
CBS Bonus Deferral Plan for Designated Senior Executives (as amended and restated as of December 31, 2005) (incorporated by reference to Exhibit 10(q) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2005) (File No. 001‑09553) (as amended by Part B effective January 1, 2009) (incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2008) (File No. 001‑09553) (as Part B was amended by Amendment No. 1 as of January 1, 2009) (incorporated by reference to Exhibit 10(c) to the Quarterly Report on Form 10‑Q of CBS Corporation for the quarter ended March 31, 2010) (File No. 001‑09553) (as Part B was amended by Amendment No. 2 as of January 1, 2009) (incorporated by reference to Exhibit 10(i) to the Annual Report on Form 10‑ K of CBS Corporation for the fiscal year ended December 31, 2010) (File No. 001‑09553) (as Part A was amended by Amendment No. 1 as of January 1, 2014) (incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553) (as Part B was amended by Amendment No. 3 as of January 1, 2014) (incorporated by reference to Exhibit 10(g) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553) (as Part A was amended by Amendment No. 2 as of January 1, 2015) (filed herewith), (as Part B was amended by Amendment No. 4 as of January 1, 2015) (filed herewith).*
|
|
|
(h)
|
Summary of CBS Corporation Compensation for Outside Directors (incorporated by reference to Exhibit 10(h) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553).*
|
|
|
(i)
|
Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10 to the Current Report on Form 8‑K of CBS Corporation filed September 18, 2009) (File No. 001‑09553).*
|
|
|
(j)
|
Former Viacom Deferred Compensation Plan for Non‑Employee Directors (as amended and restated as of October 14, 2003) (incorporated by reference to Exhibit 10(e) to the Annual Report on Form 10‑K of Former Viacom for the fiscal year ended December 31, 2003) (File No. 001‑09553).*
|
|
|
(k)
|
CBS Corporation Deferred Compensation Plan for Outside Directors (as amended and restated as of January 29, 2015) (filed herewith).*
|
|
|
(l)
|
CBS Corporation 2000 Stock Option Plan for Outside Directors (as amended and restated through January 29, 2014) (incorporated by reference to Exhibit 10(l) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553).*
|
|
|
(m)
|
CBS Corporation 2005 RSU Plan for Outside Directors (as amended and restated through January 29, 2015) (filed herewith).*
|
|
|
(n)
|
Employment Agreement dated December 29, 2005 between CBS Corporation and Sumner M. Redstone (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K of Former Viacom filed December 30, 2005) (File No. 001‑09553), as amended by a Letter Agreement dated March 13, 2007 (incorporated by reference to Exhibit 10 to the Current Report on Form 8‑K of CBS Corporation filed March 16, 2007) (File No. 001‑09553), as amended by a 409A Letter Agreement dated December 10, 2008 (incorporated by reference to Exhibit 10(m) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2008) (File No. 001‑09553).*
|
Exhibit No.
|
|
Description of Document
|
|
|
(o)
|
Employment Agreement dated December 11, 2014 between CBS Corporation and Leslie Moonves (filed herewith).*
|
|
|
(p)
|
Letter Agreement dated December 11, 2014 between CBS Corporation and Leslie Moonves amending and restating the Letter Agreement dated May 2, 2012 between CBS Corporation and Leslie Moonves (filed herewith).*
Certain portions of this exhibit have been omitted and have been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
|
|
|
(q)
|
Employment Agreement dated as of June 4, 2013 between CBS Corporation and Joseph R. Ianniello (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10‑Q of CBS Corporation for the quarter ended June 30, 2013) (File No. 001‑09553).*
|
|
|
(r)
|
Employment Agreement dated as of June 7, 2013 between CBS Corporation and Anthony G. Ambrosio (incorporated by reference to Exhibit 10(b) to the Quarterly Report on Form 10‑Q of CBS Corporation for the quarter ended June 30, 2013) (File No. 001‑09553), as amended by a Letter Agreement dated February 6, 2015 (filed herewith).*
|
|
|
(s)
|
Employment Agreement dated as of November 11, 2013 between CBS Corporation and Lawrence Tu (filed herewith).*
|
|
|
(t)
|
CBS Corporation plans assumed by Former Viacom after the merger with former CBS Corporation, consisting of the following:
|
|
|
|
(i)
|
CBS Supplemental Executive Retirement Plan (as amended as of April 1, 1999) (incorporated by reference to Exhibit 10(h) to the Quarterly Report on Form 10‑Q of CBS for the quarter ended September 30, 1999) (File No. 001‑00977) (as amended by Part B, effective as of January 1, 2009, as amended and restated as of January 1, 2012) (incorporated by reference to Exhibit 10(t)(i) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2012) (File No. 001‑09553).*
|
|
|
(ii)
|
CBS Bonus Supplemental Executive Retirement Plan (as amended as of April 1, 1999) (incorporated by reference to Exhibit 10(i) to the Quarterly Report on Form 10‑Q of CBS for the quarter ended September 30, 1999) (File No. 001‑00977) (as amended by Part B, effective as of January 1, 2009, as amended and restated as of January 1, 2012) (incorporated by reference to Exhibit 10(t)(ii) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2012) (File No. 001‑09553).*
|
|
|
(iii)
|
CBS Supplemental Employee Investment Fund (as amended as of January 1, 1998) (incorporated by reference to Exhibit 10(j) to the Quarterly Report on Form 10‑Q of CBS for the quarter ended September 30, 1999) (File No. 001‑00977).*
|
Exhibit No.
|
|
Description of Document
|
|
|
(u)
|
CBS Corporation Matching Gifts Program for Directors (incorporated by reference to Exhibit 10(t) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2008) (File No. 001‑09553).*
|
|
|
(v)
|
Amended and Restated $2.5 Billion Credit Agreement, dated as of December 2, 2014, among CBS Corporation; CBS Operations Inc.; the Subsidiary Borrowers Parties thereto; the Lenders named therein; JPMorgan Chase Bank, N.A., as Administrative Agent; Citibank, N.A., as Syndication Agent; and Bank of America, N.A., Deutsche Bank AG Securities Inc., Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland plc and Wells Fargo Bank, N.A., as Co‑Documentation Agents (filed herewith).
|
|
|
(w)
|
Separation Agreement dated as of December 19, 2005 by and between Former Viacom and New Viacom Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K of Former Viacom filed December 21, 2005) (File No. 001‑09553).
|
|
|
(x)
|
Tax Matters Agreement dated as of December 30, 2005 by and between Former Viacom and New Viacom Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K of CBS Corporation filed January 5, 2006) (File No. 001‑09553).
|
|
(12)
|
|
Statement re Computations of Ratios (filed herewith).
|
|
(21)
|
|
Subsidiaries of CBS Corporation (filed herewith).
|
|
(23)
|
|
Consents of Experts and Counsel
|
|
|
(a)
|
Consent of PricewaterhouseCoopers LLP (filed herewith).
|
|
(24)
|
|
Powers of Attorney (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 Financial 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).
|
Exhibit No.
|
|
Description of Document
|
|
(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 Financial 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)
|
|
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.
|
Col. A
|
|
Col. B
|
|
Col. C
|
|
Col. D
|
|
Col. E
|
||||||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Balance Acquired through Acquisitions
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year ended December 31, 2014
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
50
|
|
Year ended December 31, 2013
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
60
|
|
Year ended December 31, 2012
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Valuation allowance on deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 31, 2014
|
|
$
|
634
|
|
|
$
|
1
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
96
|
|
|
$
|
575
|
|
Year ended December 31, 2013
|
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
450
|
|
(a)
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
634
|
|
Year ended December 31, 2012
|
|
$
|
227
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves for inventory obsolescence:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 31, 2014
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
30
|
|
Year ended December 31, 2013
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
35
|
|
Year ended December 31, 2012
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
32
|
|
1.
|
Section 2.17 of the Plan is hereby amended to add immediately following the words “effective as of January 1, 2014” the words “through December 31, 2014”, and to insert at the end thereof the following:
|
Dear Mr. Moonves:
|
December 11, 2014
|
(i)
|
Commencing with your Bonus for the 2014 calendar year, your target bonus for each calendar year during the Employment Term shall be $12,000,000 (not including any “Creative Bonus” (as defined herein) that may be determined and paid to you as described in paragraph 3(b)(iv) below),
provided
that the Compensation Committee will review your target bonus at least annually and may increase (but not decrease, including from a level to which it was increased following the Start Date) the target bonus. The result of any such annual review shall be reported to you by the Compensation Committee promptly after it occurs. Your target bonus, as it may be so increased from time to time, is referred to herein as the “
Target Bonus
.” As the actual amount payable to you as Bonus will be dependent, among other things, upon the achievement of the performance goal(s) referred to in paragraph 3(b)(ii), your actual Bonus may be less than, greater than or equal to the Target Bonus.
|
(ii)
|
A portion of your Bonus (the “
Company-Wide Performance Bonus Portion
”) for each calendar year during the Employment Term, beginning with 2014, will be based upon achievement of one or more Company-wide performance goals (the “
Company-Wide Performance Goal(s)
”) established in good faith by the Compensation Committee for such calendar year pursuant to, and determined in accordance with, Employer’s Senior Executive Short-Term Incentive Plan, as the same may be amended from time to time (together with any successor plan, the “
Senior Executive STIP
”);
provided
,
however
, that you acknowledge that the Company-Wide Performance Goals applicable to your Bonus for calendar year 2014 have already been established in a manner that complies with this Agreement and, for the partial calendar year in 2019, the applicable performance goal(s) shall be adjusted to reflect budgeted Company performance for the shortened performance period and the performance period shall end coincident with the end of the Original Employment Term. The Company-Wide Performance Goal(s) shall satisfy the following requirements (the “
Incentive Goal Parameters
”):
|
(a)
|
The Company-Wide Performance Goal(s) for each calendar year will be the same as the performance goal(s) established by the Compensation Committee that are used to determine the maximum amount of bonus which may be paid under the terms of the Senior Executive STIP to any other executive of the Employer who participates in the Senior Executive STIP and who has Company-wide responsibilities for such calendar year;
provided
, that the Company-Wide Performance Goals shall be no more difficult than the performance goal(s) established for the purpose of determining the amount of any actual bonus payable to any other executive of Employer who participates in the Senior Executive STIP and who has Company-wide responsibilities;
|
(b)
|
The Company-Wide Performance Goal(s) will be challenging, but reasonably achievable; and
|
(c)
|
For each calendar year, the level of difficulty in achieving the Company-Wide Performance Goal(s) for that calendar year will not be significantly more difficult (as determined at the time such Company-Wide Performance Goal(s) are established, taking into account all relevant facts and circumstances, including the Company’s relative financial and stock performance, general market conditions and market conditions affecting diversified media and
|
(iii)
|
With respect to the Company-Wide Performance Bonus Portion:
|
•
|
If the Company achieves less than 80% of the Company-Wide Performance Goal(s) for the calendar year (or portion thereof), you shall not have a right to payment of any Bonus with respect to the Company-Wide Performance Bonus Portion;
|
•
|
If the Company achieves 80% of the Company-Wide Performance Goal(s) for the calendar year (or portion thereof), the Company-Wide Performance Bonus Portion shall be an amount in U.S. Dollars of no less than seventy five percent (75%) of the Target Bonus;
|
•
|
If the Company achieves 100% of the Company-Wide Performance Goal(s) for the calendar year (or portion thereof), the Company-Wide Performance Bonus Portion shall be an amount in U.S. Dollars of no less than the Target Bonus;
|
•
|
If the Company achieves 108% or more of the Company-Wide Performance Goal(s) for the calendar year (or portion thereof), the Company-Wide Performance Bonus Portion shall be an amount in U.S. Dollars of no less than 133.33% of the Target Bonus; and
|
•
|
For achievement at an intermediate point between 80% and 100%, or between 100% and 108% (each such percentage, an “
Achievement Percentage
”), the Company-Wide Performance Bonus Portion will be interpolated on a straight-line basis between the respective percentages of the Target Bonus to be
|
(iv)
|
In addition to the Company-Wide Performance Bonus Portion, the remainder of your Bonus (
i.e.,
the qualitative portion of your Bonus) shall be determined in the reasonable discretion of the Compensation Committee taking into account all relevant factors, including individual and other performance goals. Additionally, with respect to each of the 2014, 2015, 2016, 2017, 2018 and 2019 calendar years, the Compensation Committee shall consider special recognition of your leadership and direction in the creation of premium content across Employer’s portfolio of businesses, and in good faith consider awarding an annual “Creative Bonus” in its reasonable discretion and consistent with past practice with respect to the deliberations regarding, but not the amount of, your Creative Bonus. The Chair of the Compensation Committee shall communicate to you the Compensation Committee’s rationale with respect to the Creative Bonus it determines to award to you for any calendar year (or if no Creative Bonus is awarded to you, the Compensation Committee’s rationale for deciding not to award you a Creative Bonus) promptly following its decision.
|
(v)
|
Your Bonus for the 2014 calendar year shall not be subject to any proration notwithstanding the Start Date of this Agreement. For the partial year 2019, your annual Target Bonus shall be prorated to reflect the shorter performance period.
|
(vi)
|
Subject to any deferral election, your Bonus (including any portion which exceeds the amount determined to be the Company-Wide Performance Bonus Portion) for each calendar year shall be paid in cash, shares of CBS Corporation Class B Common Stock (“
Class B Common Stock
”) or a combination of cash and Class B Common Stock during the period January 1
st
through February 28
th
|
(vii)
|
In the event that the current Senior Executive STIP is amended or terminated, you will be given an opportunity under the amended or successor plan to earn bonus compensation equivalent to the amount that you could have earned under this paragraph 3(b), but subject to the same limitations, and any such bonus and/or bonus plan shall not modify the Incentive Goal Parameters.
|
(i)
|
On the first trading day in January, 2015 (the “
2015 TRSU Grant Date
”), you shall automatically receive, without further action of the Compensation Committee, an award of RSUs subject only to time-based vesting conditions (“
TRSUs
”) under the LTIP. The number of TRSUs to be granted on the 2015 TRSU Grant Date (the “
2015 TRSUs
”), rounded down to a whole unit for any fractional unit, shall be determined by dividing Ten Million Dollars ($10,000,000) (the “
2015 TRSU Grant Value
”) by the closing price of one share of Class B Common Stock on the 2015 TRSU Grant Date. Each 2015 TRSU shall correspond to one share of Class B Common Stock. The 2015 TRSUs shall vest in three equal installments on each of the first, second and third anniversaries of the 2015 TRSU Grant Date,
provided
that you are employed on each such vesting date and subject to acceleration and all other applicable provisions of this Agreement. The 2015 TRSUs shall be payable in shares of Class B Common Stock and shall accrue dividend equivalents in accordance with the LTIP. Except as otherwise provided in this Agreement, the terms and conditions set forth in an agreement evidencing the 2015 TRSUs shall be the same as those evidencing the TRSUs granted to you on February 20, 2014 (except as otherwise required to comply with applicable federal, state or local law or applicable rules, regulations, or requirements of a governmental authority or stock exchange, in which case this Agreement shall be modified as necessary to preserve the intended benefits of such terms and conditions and you and Employer shall cooperate in good faith to mutually determine such modifications);
provided
, that in no event shall the 2015 TRSUs be subject to terms and conditions that are less favorable to you than the terms applicable to any other senior executive of Employer awarded time-based restricted share units during the 2015 calendar year.
|
(ii)
|
On the same date that Employer makes annual management grants under the LTIP to its other senior executives in calendar year 2016,
|
(iii)
|
On the same date that Employer makes annual management grants under the LTIP to its other senior executives in each of calendar years 2015, 2016, 2017, 2018 and 2019, but in no event later than February 28
th
of each such calendar year (each, an “
RSU Grant Date
”), you shall automatically receive an award of RSUs (the “
Annual
RSUs
”) under the LTIP. One-half of the Annual RSUs underlying each grant shall be subject to performance- and time-based vesting conditions (“
Annual
PRSUs
”), and the other half shall be subject only to time-based vesting conditions (the “
Annual
TRSUs
”), in each case determined as of the RSU Grant Date. The initial grant of Annual RSUs in 2015 shall have a grant date value equal to Twelve Million Five Hundred Thousand Dollars ($12,500,000), and each subsequent Annual RSU grant thereafter shall have a grant date value that is One Million Five Hundred Thousand Dollars ($1,500,000) more than the grant date value of the preceding grant (except that the grant of Annual RSUs for 2019 shall have a grant date value equal to 50% of the RSU Grant Date Value determined under such formula) (each, an “
RSU Grant Date Value
”). The number of Annual RSUs granted on any RSU Grant Date (rounded down to a whole unit for any fractional unit) shall be determined by dividing the RSU Grant Date Value by the closing price of one share of Class B Common Stock on the RSU Grant Date. Each Annual RSU shall correspond to one share
|
(a)
|
Annual TRSUs granted pursuant to this paragraph 4(b)(iii) shall vest in three (3) equal installments on each of the first, second and third anniversaries of the applicable RSU Grant Date (or, if earlier, on the last day of the Original Employment Term);
provided
that you are employed on each such vesting date and subject to acceleration and all other applicable provisions of this Agreement.
|
(b)
|
The Compensation Committee shall establish a performance goal with respect to the 2016 PRSUs and each grant of Annual PRSUs made pursuant to this paragraph 4(b)(iii) that shall apply in respect of a performance period that shall end no later than December 31st of the calendar year during which the grant is made (a “
PRSU Performance Goal
”);
provided
that the 2016 PRSUs shall have the same PRSU Performance Goal as applies to the Annual PRSUs granted in 2016 and, for the partial year 2019, the performance period shall end not later than the last day of the Original Employment Term.
|
(c)
|
The PRSU Performance Goal(s) shall satisfy the following requirements (the “
PRSU Goal Parameters
”):
|
•
|
The PRSU Performance Goal established by the Compensation Committee for each grant of 2016 PRSUs and Annual PRSUs shall be based upon achievement of one or more Company-wide performance goals established in good faith by the Compensation Committee for each relevant calendar year, and shall be the same performance goal applicable to PRSUs granted to other senior executives of Employer who participate in the Senior Executive STIP for such year;
provided
that such goal shall be adjusted for any performance period that is less than a full calendar year to reflect budgeted Company performance for the shortened performance period;
|
•
|
The PRSU Performance Goal(s) will be challenging, but reasonably achievable; and
|
•
|
For each calendar year, the level of difficulty in achieving the PRSU Performance Goal(s) for that calendar year will not be significantly more difficult (as determined at the time such PRSU Performance Goal(s) are established, taking into account all relevant facts and circumstances, including the Company’s relative financial and stock performance, general market conditions and market conditions affecting diversified media and entertainment companies) than was the level of difficulty of achieving the PRSU Performance Goal(s) applicable to the immediately preceding calendar year. For avoidance of doubt, the fact that target level performance with respect to PRSU Performance Goal(s) increases from one year to the following year shall not be presumed, in and of itself, to mean that such PRSU Performance Goal(s) for the calendar year are significantly more difficult to attain than the PRSU Performance Goal(s) for the immediately preceding calendar year.
|
•
|
You shall have meaningful input with the Compensation Committee prior to the determination of the PRSU Performance Goal(s) for each calendar year, but the Compensation Committee will have final power and authority concerning the establishment of such goal(s).
|
(d)
|
As of the last day of each performance period, the Company’s actual performance shall be measured against the applicable PRSU Performance Goal established for such performance period, after taking into account any permissible adjustments to such goal, and the degree of achievement (expressed as a percentage) will be used to calculate the number of shares that you will receive, in accordance with the following schedule:
|
•
|
If the Company achieves less than 80% of the applicable PRSU Performance Goal for the performance period, the Target PRSU Award will be forfeited;
|
•
|
If the Company achieves 80% of the applicable PRSU Performance Goal for the performance period, the
|
•
|
If the Company achieves 100% of the applicable PRSU Performance Goal for the performance period, the number of shares to be delivered under the award will be 100% of the Target PRSU Award; and
|
•
|
If the Company achieves 120% or more of the applicable PRSU Performance Goal for the performance period, the number of shares to be delivered under the award will be 120% of the Target PRSU Award.
|
(e)
|
The number of PRSUs, determined pursuant to clause (c) above, shall vest on the later of (
x
) December 31, 2016, with respect to the 2016 PRSUs, or the first anniversary of the RSU Grant Date (or, in the case of the 2019 grant of PRSUs, on the last day of the Original Employment Term), as the case may be, or (
y
) the date the Compensation Committee certifies that at least minimum threshold performance has been achieved for the relevant calendar year, which certification shall take place no later than seventy-four (74) days following the end of the relevant calendar year (the “
PRSU Vest Date
”),
provided
that you are employed on the applicable PRSU Vest Date (other than with respect to a certification by the Compensation Committee after the Original Employment Term, in which case you are not required to be employed) and subject to acceleration and all other applicable provisions of this Agreement.
|
(f)
|
The Annual RSUs shall also accrue dividend equivalents in accordance with the LTIP,
provided
that in the case of Annual PRSUs, dividend equivalents shall be accrued and paid only with respect to the Target PRSU Award, unless actual performance results in payment of a lesser number of shares of Class B Common Stock than under the Target
|
(iv)
|
For the 2015 TRSUs, 2016 PRSUs and/or Annual RSUs, you will have an option to defer the settlement of any such awards by making an irrevocable election on or before December 31
st
of the prior calendar year (by way of example, any election to defer the 2015 TRSUs and/or the Annual RSUs to be granted in 2015 must be made no later than December 31, 2014). You may elect to defer the settlement of such RSUs as follows: for up to ten (10) years after the RSUs vest for in-service distributions, and for up to three (3) years after your Separation from Service (as defined in paragraph 10) with the Company for post-termination distributions. If a timely election to defer is not made for any RSUs, shares delivered in settlement of TRSUs shall be delivered within ten (10) business days following the applicable vesting date, and shares delivered in settlement of PRSUs shall be delivered on or promptly following the PRSU Vest Date and during the period January 1
st
through March 15
th
of the calendar year after the calendar year in which they are granted (or, for the 2019 grant of PRSUs, within 60 days after June 30, 2019). Notwithstanding any of the foregoing, to the extent required to comply with Section 409A (as defined in paragraph 10), the settlement of each deferred RSU will be deferred to the date determined in accordance with paragraph 10(d)(v) if such date is later than the date on which settlement would otherwise occur.
|
(a)
|
withholding from your wages or other cash compensation payable to you by Employer (except to the extent any such wages or other cash compensation constitutes deferred compensation within the meaning of Section 409A of the Code);
|
(b)
|
withholding in shares of Class B Common Stock to be issued upon vesting and settlement of any RSUs;
|
(c)
|
withholding from the proceeds of the sale of shares of Class B Common Stock acquired upon exercise of stock options; and/or
|
(d)
|
withholding in shares to be issued upon exercise of stock options.
|
(ii)
|
Notwithstanding paragraph 4(f)(i) and to the extent applicable, following a Going Private Transaction, unless you otherwise specifically direct Employer in writing, any stock option exercise will be processed as a “cashless exercise” such that the net proceeds payable to you reflect a deduction for the payment of the aggregate purchase and all applicable tax withholdings.
|
(i)
|
Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(ii));
|
(ii)
|
Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment;
|
(iii)
|
all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreement, but in no event beyond their normal expiration date;
|
(iv)
|
all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the Disability Termination Date shall vest and, subject to any prior deferral
|
(v)
|
You will receive a grant of shares of Class B Common Stock earned as the Performance Award (if any) pursuant to (and at the time provided in)
Schedule A
, subject to paragraph 10(d)(v); and
|
(vi)
|
Employer will continue to provide you with life insurance coverage as set forth in paragraph 5(b), at the same level of coverage that was in effect immediately prior to the Disability Termination Date and on terms and conditions under which the life insurance is provided that are no less favorable to you than those in effect immediately prior to the Disability Termination Date, until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at such employer’s expense;
provided
,
however
, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, combined with the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount of coverage that was in effect for you on the Disability Termination Date as a result of Employer’s obligations as set forth in paragraph 5(b).
|
(i)
|
your engaging or participating in intentional acts of material fraud against the Company;
|
(ii)
|
your willful misfeasance having a material adverse effect on the Company (except in the event of your incapacity as set forth in paragraph 9);
|
(iii)
|
your conviction of a felony;
|
(iv)
|
your willful unauthorized disclosure of trade secret or other confidential material information of the Company having a material adverse effect on the Company;
|
(v)
|
your terminating your employment without Good Reason (as defined below) other than for death or incapacity pursuant to paragraph 9 (it being understood that your terminating your employment during the Original Employment Term without Good Reason prior to the end of the Original Employment Term shall constitute Cause);
|
(vi)
|
your willful and material violation of any policy of the Company that is generally applicable to all employees or all officers of the Company (including, but not limited to, policies concerning insider trading or sexual harassment, Supplemental Code of Ethics for Senior Financial Officers, and Employer’s Business Conduct Statement),
provided
that such violation has a material adverse effect on the Company;
|
(vii)
|
your willful failure to cooperate fully with a bona fide Company internal investigation or an investigation of the Company by regulatory or law enforcement authorities whether or not related to your employment with the Company (an “
Investigation
”), after being instructed by the Board to cooperate or your willful destruction of or knowing and intentional failure to preserve documents or other material known by you to be relevant to any Investigation; or
|
(viii)
|
your willful and material breach of any of your material obligations hereunder.
|
(i)
|
your removal from or any failure to re-elect you as President and Chief Executive Officer or any higher office or title attained of Employer;
|
(ii)
|
your removal from or failure to be elected or reelected to the Board at any annual meeting of shareholders of the Company at which your term as director is scheduled to expire;
|
(iii)
|
the assignment to you by Employer of duties inconsistent with the usual and customary duties associated with a chief executive officer of a Publicly Traded Company comparable to Employer;
|
(iv)
|
the diminution or withdrawal of a meaningful portion of your positions, titles, offices, reporting relationships, authorities, duties or responsibilities as set forth in paragraph 2, which, for avoidance of doubt, shall specifically include: (A) any arrangement involving the sharing of your positions, titles, offices, reporting relationships, authorities, duties or responsibilities; (B) any removal of positions,
|
(v)
|
(A) a reduction in your Salary, Target Bonus or your other compensation levels, in each case as the same may be increased from time to time during the Employment Term; (B) the Compensation Committee’s establishing Company-Wide Performance Goal(s) that fail to satisfy the Incentive Goal Parameters (as defined in paragraph 3(b)(ii)); (C) the Compensation Committee’s establishing PRSU Performance Goal(s) that fail to satisfy the PRSU Goal Parameters (as defined in paragraph 4(b)(iii)(c)); or (D) payment of a Bonus that is less than the Company-Wide Performance Bonus determined in accordance with the formula set forth in paragraph 3(b)(iii) above;
|
(vi)
|
Employer’s requiring you to be based anywhere other than the New York or Los Angeles metropolitan area, except for required travel on the Company’s business;
|
(vii)
|
(A) the appointment of a non-Executive Chairman other than Sumner M. Redstone or yourself, or (B) the appointment of an Executive Chairman other than Sumner M. Redstone or yourself;
provided
, that in the case of either clause (A) or (B), Employer’s sole and exclusive cure shall be the removal of the non-Executive Chairman or Executive Chairman, as applicable, within the prescribed 30-day cure period;
|
(viii)
|
the failure by the Board to elect a Chairman within thirty (30) days following the date on which Sumner M. Redstone ceases to hold the office of Executive Chairman and Founder of Employer or within thirty (30) days following a subsequent vacancy of the Chairman position (it being understood that the Board’s election of a Chairman within such 30-day period in no way constitutes a waiver of either party’s rights or obligations under clause (vii)(A) or (B) of this paragraph 10(b));
|
(ix)
|
the date on which a majority of the directors of the Board ceases to consist of (A) those individuals who, immediately prior to the Start
|
(x)
|
the date on which a majority of the members of the Compensation Committee or a majority of the members of the Nominating and Governance Committee of the Board ceases to consist of Original Independent Directors and Qualified Replacement Directors;
|
(xi)
|
the date on which any “person” or “group” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder), other than Employer’s senior management team as a group, directly or indirectly acquires or then beneficially owns (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) stock representing more than twenty percent (20%) of the general voting power of Employer at a time when neither (A) the person who was the ultimate beneficial owner (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) (the “
Ultimate Voting Beneficial Owner
”) on January 1, 2011 of a majority of the general voting power of Employer is the Ultimate Voting Beneficial Owner of a majority thereof, nor (B) the trust that, on January 1, 2011, was the holder, directly or indirectly, of stock representing a majority of the general voting power of Employer (or a successor trust with respect to which the Ultimate Voting Beneficial Owner on January 1, 2011 had, as of the date such successor trust was established, the sole ability to vote stock representing, directly or indirectly, a majority of the general voting power of Employer) holds stock representing a majority of the general voting power of Employer;
provided
,
however
, that you shall provide written notice to the Chair of the Compensation Committee prior to the date you provide written notice of termination pursuant to this paragraph 10(b)(xi) and offer and be available no later than ten (10) days
|
(xii)
|
the date on which a person is appointed or elected to, or nominated for appointment or election to, the Board who is: (A) a then current or former Chief Executive Officer of a competitor media company (or other officer of a competitor media company with a title that is substantially equivalent to or higher ranking than Chief Executive Officer), other than any person who is serving on the Board on the Start Date; or (B) a trustee of a trust that, on such date, directly or indirectly, holds stock representing more than fifty percent (50%) of the general voting power of Employer if such trustee’s service on the Board would cause the number of trustees of the trust serving on the Board to exceed the number of individuals who (
x
) were trustees of the trust that, on January 1, 2011, held, directly or indirectly, stock representing a majority of the general voting power of Employer and (
y
) served on the Board as of the Start Date; or
|
(xiii)
|
any other material breach by Employer of its material obligations hereunder, including, but not limited to, a breach of paragraph 2 (it being understood that a breach by Employer of any of its obligations contained in paragraph 2 shall constitute a material breach of a material obligation).
|
(i)
|
Termination for Cause
. In the event that Employer terminates your employment for Cause, Employer shall promptly pay and provide you with Limited Accrued Compensation and Benefits. For purposes of this Agreement, “
Limited
Accrued Compensation and Benefits
” shall consist of: (
w
) reimbursement of any unpaid business expenses to which you are entitled to reimbursement pursuant to paragraph 6(a) that were incurred prior to the effective
|
(ii)
|
Termination without Cause or Resignation with Good Reason
. In the event that Employer terminates your employment without Cause, or if you resign your employment for Good Reason, you shall be entitled to receive the following:
|
(a)
|
Employer will pay and provide your Limited Accrued Compensation and Benefits,
plus
any unpaid amounts to which you are entitled to reimbursement pursuant to paragraph 6(b) that were incurred prior to your Termination Date (together, the “
Accrued Compensation and Benefits
”);
|
(b)
|
Employer will pay you a Bonus for the calendar year in which you terminate employment, such Bonus to be determined based on actual performance pursuant to the performance goal(s) described in paragraph 3(b)(i) hereof, and then prorated based on the number of calendar days of such year elapsed through the date of your termination of employment (the “
Pro-Rata Bonus
”);
|
(c)
|
Employer will pay you a cash severance amount (the “
Severance Payment
”) equal to three (3) times the sum of: (i) your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (ii) the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years prior to the Termination Date;
provided
, that for purposes of determining the
|
(d)
|
All of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable for the greater of the period provided in accordance with the provisions of grant, or for three (3) years from the end of Employment Term, but not beyond their normal expiration date;
|
(e)
|
All of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and, subject to any prior deferral election, be settled within ten (10) business days after your Termination Date;
provided
,
however
, that in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such award under Section 162(m) of the Code, such award shall vest if and to the extent the Compensation Committee certifies that a level of the performance goal(s) relating to such award has been met for the calendar year of termination, and, to the extent applicable, shall, subject to any prior deferral election, be settled within ten (10) business days thereafter, but in no event later than March 15
th
of the calendar year after the calendar year in which the award was granted;
provided
,
further
, that in the event and to the extent that compliance with the performance-based compensation exception under Section 162(m) of the Code is not required in order to ensure the deductibility of any such equity awards, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, be settled within ten (10) business days thereafter;
|
(f)
|
You shall be provided, without charge to you, in either New York or Los Angeles at your election, suitable and appropriate office facilities (at a location within such city to
|
(g)
|
Employer will continue to provide you with life insurance coverage as set forth in paragraph 5(b), at the same level of coverage that was in effect immediately prior to the Termination Date and on terms and conditions under which the life insurance is provided that are no less favorable to you than those in effect immediately prior to the Termination Date, until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at such employer’s expense;
provided
,
however
, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, combined with the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount of coverage that was in effect for you at the time of your termination as a result of Employer’s obligations as set forth in paragraph 5(b);
|
(h)
|
You and your eligible dependents shall be entitled to continued participation at your sole cost, in all medical, dental and hospitalization benefit plans or programs (the “
Health and Welfare Benefits
”) in which you and/or they were participating on the date of the termination of your employment until the earlier of (i) 36 months following termination of your employment and (ii) the date, or dates, you receive equivalent coverage and benefits under the plans and programs of a subsequent employer (the “
Continuation Period
”); but only to the extent that you make a payment to Employer in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage for a similarly situated active employee (and such employee’s dependents) of Employer on or before the first day of each
|
(i)
|
For purposes of calculating your plan benefit under any SERP, you shall be credited with additional age and service credit equal to the lesser of (i) three (3) years or (ii) the period elapsed from the Termination Date to the end of the Original Employment Term (the “
SERP Credit
”);
|
(j)
|
You will receive a cash payment calculated as the sum of each of the following, as applicable:
|
(i)
|
Ten Million Dollars ($10,000,000), if your Termination Date occurs prior to the 2015 TRSU Grant Date;
|
(ii)
|
Ten Million Dollars ($10,000,000), if your Termination Date occurs prior to the 2016 PRSU Grant Date; and
|
(iii)
|
Fifteen Million Dollars ($15,000,000), if your Termination Date occurs prior to the 2019 RSU Grant Date;
provided
, that if your employment terminates pursuant to paragraph 10(b), the amount set forth in this clause (j)(iii) shall be prorated based on the number of days which has elapsed during the 12-month period beginning on the RSU Grant Date immediately preceding your Termination Date (if your Termination Date occurs prior to the 2015 Grant Date, the last Annual RSU Grant Date shall be deemed to be February 20, 2014);
|
(k)
|
If, following your termination of employment pursuant to paragraph 10(b) or 10(c), you do not notify Employer
|
(l)
|
You will receive a grant of shares of Class B Common Stock earned as the Performance Award (if any) pursuant to (and at the time provided in)
Schedule A
, subject to paragraphs 10(d)(iv) and 10(d)(v).
|
(iii)
|
Timing of Payments and Settlement
. Subject to paragraphs 10(d)(iv) and (v), (A) the portion of each of your Accrued Compensation and Benefits scheduled to be paid in cash upon your termination of employment shall be paid in a lump sum within 30 days after the Termination Date; (B) payment of the Pro-Rata Bonus will be made in accordance with paragraph 3(b)(vi) hereof; (C) payment of the cash amount described in paragraph 10(d)(ii)(j) shall be made in a lump sum within 30 days after the Termination Date, and payment of the cash amount described in paragraph 10(d)(ii)(k) (if any) shall be made in a lump sum within 60 days after the Termination Date; (D) all outstanding and unvested stock options, restricted stock and/or restricted stock units shall be treated as described in paragraphs 10(d)(ii)(d) and (e); and (E) any incremental plan benefits resulting from Employer’s application of the SERP Credit will be paid at the same time and in the same form as your plan benefits are scheduled to be paid under the terms of the SERP.
|
(iv)
|
Full Discharge of Company Obligations; Release
.
|
(a)
|
The payments and other benefits provided for in paragraph 10(d)(ii) (and, as applicable, paragraphs 12(h)(iii) and 12(i)(iii)) are in lieu of any severance or income continuation or protection under any plan Employer or any of its subsidiaries that may now or hereafter exist. The payments and benefits to be provided pursuant to paragraph 10(d)(ii) (and, as applicable, paragraphs 12(h)(iii) and 12(i)(iii)) (
x
) shall constitute liquidated damages, and not a penalty; (
y
) shall be considered your exclusive remedy upon termination of your employment pursuant to paragraph 10(b) or 10(c), termination of the Advisor Period for the reason set forth in paragraph 12(h)(iii) or termination of the Producer Period for the reason set forth in paragraph 12(i)(iii), as applicable; and (z) shall be deemed to satisfy and be in full and final settlement of all obligations of Employer to you under this Agreement. You acknowledge and agree that such amounts are fair and reasonable, and your sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of your employment hereunder.
|
(b)
|
Employer’s obligation to make the Severance Payment and to pay or provide the other benefits set forth in paragraph 10(d)(ii) other than the Accrued Compensation and Benefits shall be conditioned on your execution of a release (the “
Release
”) (with all periods for revocation set forth therein having expired) in form and substance substantially identical to that set forth in
Schedule B
within 60 days following your termination of employment (the “
Release Condition
”). The Release shall not be effective unless and until Employer executes the Release. For avoidance of doubt, the execution or non-execution by Employer of the Release shall not affect whether or not the Release Condition has been satisfied.
|
(c)
|
To the extent any payments and benefits set forth in paragraph 10(d)(ii) do not constitute “deferred compensation”, then if, at the time any such payments or benefits are scheduled to be paid to you pursuant to paragraph 10(d)(iii), you have not satisfied the Release Condition, such payments and benefits shall be held and accumulated without interest, and shall be paid to you on the first regular payroll date following the effective date of the Release. If the maximum period in which the Release may be executed (with all periods for revocation set forth therein having expired) ends in the calendar year following the calendar year in which you incur a Separation from
|
(v)
|
Section 409A Delay
. Notwithstanding any provisions of paragraphs 3(a), 4, 9, 10 and 12 to the contrary, if you are a “specified employee” (within the meaning of Section 409A) at the time of your Separation from Service, and if any portion of the payments or benefits to be received by you under paragraphs 3(a), 4, 9, 10 and 12 of this Agreement or under
Schedule A
upon your Separation from Service would be considered deferred compensation under Section 409A, then the following provisions shall apply to each such portion.
|
(a)
|
Each portion of such payments and benefits that would otherwise be payable pursuant to paragraphs 3(a), 4, 9, 10 and 12 and
Schedule A
during the six-month period immediately following your Separation from Service (the “
Delayed Period
”) shall instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date you incur a Separation from Service or (ii) your death (the applicable date, the “
Permissible Payment Date
”).
|
(b)
|
Employer shall reimburse you for the reasonable after-tax cost of any welfare benefits, contemplated by paragraphs 9, 10 and 12, incurred by you in independently obtaining (or otherwise paying amounts to Employer to obtain) such benefits during the Delayed Period, with such reimbursement to be paid to you by Employer on the Permissible Payment Date.
|
(c)
|
With respect to any amount of expenses eligible for reimbursement under paragraphs 9, 10 and 12, such expenses shall be reimbursed by Employer within 60 calendar days (or, if applicable, on the Permissible Payment Date) following the date on which Employer receives the applicable invoice from you (and approves such invoice) but in no event later than December 31
st
of the calendar year following the calendar year in which you incur the related expenses, or in the case of payment contemplated by paragraph 10(v)(e), December 31
st
of the calendar year following the calendar year in which the applicable taxes are remitted.
|
(d)
|
Any payments delayed under paragraphs 3(a), 9, 10 and 12 (other than the delayed settlement of equity-based awards subject to Section 409A, if any) as a result of the application of Section 409A shall accrue interest at Employer’s highest borrowing rate in effect on the Separation from Service and such interest shall be paid at the same time as the underlying delayed payment.
|
(e)
|
Excise Taxes
. Notwithstanding anything herein to the contrary, in the event that it is determined by Employer, or by the Internal Revenue Service (the “
IRS
”) pursuant to an IRS audit (an “
Audit
”) of your federal income tax return(s), that any payment or benefit provided to you hereunder or otherwise, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any interest or penalties thereon, is herein referred to as the “
Excise Tax
”), then Employer shall pay (either directly to the IRS as tax withholdings or to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment (a “
Tax Neutralization Payment
”) in an amount that will place you in the same after-tax economic position that you would have enjoyed if the payment or benefit had not been subject to the Excise Tax. Employer will consult with its outside tax counsel at its expense, to the extent it reasonably deems appropriate, in making determinations pursuant to the preceding sentence. The amount of the Tax Neutralization Payment shall be calculated by Employer’s regular independent auditors based on the amount of the Excise Tax paid by Employer as determined by Employer or the IRS. If the amount of the Excise Tax determined by the IRS is greater than an amount previously determined by Employer, Employer’s auditors shall recalculate the amount of the Tax Neutralization Payment. Employer’s auditors shall provide you with detailed support for its calculations. Employer shall be responsible for the fees and expenses incurred by its auditors in making these calculations. You shall promptly notify Employer of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Employer requests, in writing, that you undertake the defense of such IRS claim on behalf of Employer and at Employer’s sole expense. In such event, Employer may elect to control the conduct to a final determination through counsel of its own choosing and at its sole expense, of any
|
(f)
|
Each payment under this Agreement shall be considered a “separate payment” and not of a series of payments for purposes of Section 409A.
|
(vi)
|
Reimbursement; In-Kind Benefits
. In no event shall the reimbursements or in-kind benefits to be provided by Employer under this Agreement in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall your right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. In addition, in no event shall any such reimbursements be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred.
|
(i)
|
Employer will pay your Accrued Compensation and Benefits through the date of your death;
|
(ii)
|
Employer will pay a prorated Bonus for the year of your death based on your Target Bonus and the number of calendar days elapsed during the year through the date of your death (the date of such payment for purposes of Section 409A shall be the date of your death, and such payment shall be made not later than February 28
th
of the calendar year following the calendar year in which your death occurs);
|
(iii)
|
all of your outstanding unvested Employer stock options will vest;
|
(iv)
|
all such options and all of your outstanding options that have previously vested will remain exercisable for the period provided for under the terms of the applicable award agreement;
|
(v)
|
all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards will vest and, subject to any prior deferral election, be settled within ten (10) business days after the date of your death;
provided
, that to the extent any such unvested and outstanding equity awards remain subject to performance-based vesting conditions on the date of your death, such equity awards shall immediately vest (with an
|
(vi)
|
You will receive a grant of shares of Class B Common Stock earned as the Performance Award (if any) pursuant to (and at the time provided in)
Schedule A
.
|
(i)
|
the provisions of paragraphs 5(a), 5(b), 6(a) and 6(b) (but (
x
) in the case of paragraph 5(b), coverage will be provided at the same coverage level in effect immediately prior to the Commencement Date, and (
y
) in the case of paragraph 6(b), only with respect to Perquisites and consistent with Employer policies during the Advisor Period) shall continue to apply, other than the right to vacation accruals contemplated by paragraph 5(a) (collectively referred to as the “
Additional Compensation and Benefits
”). In the event Employer is unable to provide you with the Additional Compensation and Benefits due to your ineligibility to participate in the applicable Employer plans or programs during the Advisor Period, Employer shall obtain, during the Advisor Period, comparable coverage for you and your dependents with a contribution no greater than that contribution which would be required if you were an active employee covered under Employer’s plan; and
|
(ii)
|
your equity awards, including without limitation stock options, restricted stock, restricted stock units or any other form of equity
|
(i)
|
during the Producer Period, the provisions of paragraphs 5(a), 5(b), 6(a) and 6(b) (but (
x
) in the case of paragraph 5(b), coverage will be provided at the same coverage level in effect immediately prior to the Commencement Date, and (
y
) in the case of paragraph 6(b), only with respect to Perquisites and consistent with Employer policies during the Advisor Period) shall continue to apply, other than the right to vacation accruals contemplated by paragraph 5(a) (collectively referred to as the “
Producer Period Benefits
”). In the event Employer is unable to provide you with the Producer Period Benefits due to your ineligibility to participate in the applicable Employer plans or programs during the Producer Period, Employer shall obtain, during the Producer Period, comparable coverage for you and your dependents with a contribution no greater than that contribution which would be required if you were an active employee covered under Employer’s plan; and
|
(ii)
|
during the Producer Period, Employer shall provide you with the Additional Benefits (the “
Additional Producer Benefits
”);
|
(i)
|
in a Non-Qualifying Termination, Employer shall have no further obligations to you under the terms of paragraph 12 with respect to your role as an Advisor other than to promptly pay and provide you with Accrued Advisory Compensation and Benefits. For purposes of this Agreement, “
Accrued Advisory Compensation and Benefits
” shall consist of: (A) reimbursement of any unpaid business expenses to which you are entitled to reimbursement pursuant to paragraph 6 (and paragraph 12(e)) that were incurred prior to the effective date of the termination of the Advisor Period (such date, the “
Advisor Termination Date
”), (B) your Advisory Fees through the Advisor Termination Date, and (C) all other vested compensation and benefits to which you are entitled to as of the Advisor Termination Date under the terms and conditions
|
(ii)
|
due to death or disability (as determined in accordance with your long-term disability plan coverage in effect during the Advisor Period), (A) the Additional RSUs shall become fully vested and, subject to any prior deferral election, be settled within ten (10) business days following the Advisor Termination Date; (B) in the case of your termination due to disability, the provisions of paragraph 5(b) shall continue to apply for the duration of the Original Advisor Period (at the same coverage level in effect immediately prior to the Commencement Date); and (C) you shall be entitled to the Accrued Advisory Compensation and Benefits.
|
(iii)
|
for any reason other than as set forth in clauses (i) and (ii) above, (A) you shall be entitled to the Accrued Advisory Compensation and Benefits; (B) the Additional RSUs shall become fully vested and, subject to any prior deferral election, be settled within ten (10) business days following the Advisor Termination Date; and (C) Employer shall continue to provide you with the Additional Compensation and Benefits, the Advisory Fees and the Additional Benefits, in each case, for the duration of the Original Advisor Period in accordance with paragraph 12(e).
|
(i)
|
by you at any time upon fourteen (14) days’ prior written notice to Employer or by Employer for Cause (as determined in accordance with paragraph 10(a), but without regard to clause (v) of such definition), Employer shall have no further obligations to you under the terms of paragraph 12 of this Agreement with respect to your role as a Producer, or under any other agreement (including any Production Agreement), other than to promptly pay and provide you with Accrued Producer Compensation and Benefits.
|
(ii)
|
due to death or disability (as determined in accordance with your long-term disability plan coverage in effect during the Producer Period), (A) in the case of your termination due to disability, the provisions of paragraph 5(b) shall continue to apply for the duration of the Original Producer Period (at the same coverage level in effect immediately prior to the Commencement Date); and (B) you shall be entitled to the Accrued Producer Compensation and Benefits.
|
(iii)
|
for any reason other than set forth in clauses (i) and (ii) above, (A) Employer shall continue to provide you with the Producer Period Benefits and the Additional Producer Benefits, in each case, for the duration of the Original Producer Period in accordance with paragraph 12(f); (B) you shall be entitled to the Accrued Producer Compensation and Benefits; and (C) Employer shall provide you with the “overhead reimbursement,” “television production guaranteed compensation” and “network penalty payments” (as described in Sections A.2, B.1 and D.3, respectively, of
Exhibit A
to the Supplemental Agreement) for the duration of the Original Producer Period, payable in accordance with a schedule(s) to be set forth in the Production Agreement.
|
(i)
|
Employer’s obligation to make the payments and provide the benefits set forth in paragraph 12(h)(iii) of this Agreement other than the Accrued Advisory Compensation and Benefits shall be conditioned on your execution of a release (the “
Advisor Release
”) (with all periods for revocation set forth therein having expired) in form and substance substantially identical to that set forth in
Schedule B
within 60 days following the termination of the Advisor Period (the “
Advisor Release Condition
”). The Advisor Release shall not be effective unless and until executed by Employer;
provided
,
however
, that execution or non-execution by Employer of the Advisor Release shall not affect whether or not the Advisor Release Condition has been satisfied. If the maximum period in which the Advisor Release may be executed (with all periods for revocation set forth therein having expired) ends in the calendar year following the calendar year in which the Advisor Termination Date occurs, then the Advisor Release Condition shall be deemed not to have been satisfied until the later of (i) the first business day in the year following the year in which the Advisor Termination Date occurs or (ii) the date on which the Advisor Release Condition is satisfied (without regard to this sentence).
|
(ii)
|
Employer’s obligation to make the payments and provide the benefits set forth in paragraph 12(i)(iii) (other than the Accrued Producer Compensation and Benefits) of this Agreement or under any Production Agreement with Employer shall be conditioned on your execution of a release (the “
Producer Release
”) (with all periods for revocation set forth therein having expired) in form and substance substantially identical to that set forth in
Schedule B
|
Title:
|
Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer
|
Final Stock Price (% of Initial Stock Price)
|
# of Shares Earned*
|
Below 124.60%
|
0
|
124.60%
|
250,000
|
130.04%
|
290,000
|
135.67%
|
330,000
|
141.50%
|
370,000
|
147.52%
|
410,000
|
153.73%
|
450,000**
|
160.15%
|
490,000
|
166.79%
|
530,000
|
173.65%
|
570,000
|
180.71%
|
610,000
|
188.02%
|
650,000
|
Above 188.02%
|
650,000
|
PRSU Performance Goal Percentage Achievement
|
Modifier***
|
Below Threshold
(
i.e.
, <80%)
|
0.9
|
Threshold
(
i.e.
, 80%)
|
0.9
|
Target
(
i.e.
, 100%)
|
1.0
|
Maximum
(
i.e.
, 120%)
|
1.1
|
Above Maximum
(
i.e.
, >120%)
|
1.1
|
1.
|
Determination of the Number of Shares to be Granted
:
|
2.
|
Adjustments
:
|
3.
|
Registration
:
|
4.
|
Defined Terms
:
|
|
Exhibit 10(p)
|
Dear Mr. Moonves:
|
December 11, 2014
|
|
Very truly yours,
|
|||
|
|
|||
|
CBS CORPORATION
|
|||
|
|
|||
|
By:
|
/s/ Anthony G. Ambrosio
|
||
|
|
Anthony G. Ambrosio
|
||
Accepted and Agreed:
|
|
Senior Executive Vice President,
|
||
|
|
Chief Administrative Officer and
|
||
|
|
Chief Human Resources Officer
|
||
/s/ Leslie Moonves
|
|
|||
Leslie Moonves
|
|
|||
Dated:
|
12/11/2014
|
|
Dear Tony:
|
February 6, 2015
|
Dear Larry:
|
as of November 11, 2013
|
Name:
|
Anthony G. Ambrosio
|
Title:
|
Senior Executive Vice President, Chief Administrative Officer & Chief Human Resources Officer
|
|
|
Page
|
|
Article I
DEFINITIONS
|
1
|
|
|
SECTION 1.1.
|
Defined Terms
|
1
|
|
SECTION 1.2.
|
Terms Generally
|
19
|
|
Article II
THE CREDITS
|
20
|
|
|
SECTION 2.1.
|
Commitments
|
20
|
|
SECTION 2.2.
|
Revolving Credit Loans; Competitive Loans
|
22
|
|
SECTION 2.3.
|
Competitive Bid Procedure
|
22
|
|
SECTION 2.4.
|
Revolving Credit Borrowing Procedure
|
25
|
|
SECTION 2.5.
|
Repayment of Loans
|
25
|
|
SECTION 2.6.
|
Swingline Loans
|
25
|
|
SECTION 2.7.
|
Letters of Credit
|
28
|
|
SECTION 2.8.
|
Conversion and Continuation Options
|
31
|
|
SECTION 2.9.
|
Fees
|
32
|
|
SECTION 2.10.
|
Interest on Loans; Eurocurrency Tranches; Etc
|
33
|
|
SECTION 2.11.
|
Default Interest
|
34
|
|
SECTION 2.12.
|
Alternate Rate of Interest
|
34
|
|
SECTION 2.13.
|
Termination and Reduction of Commitments
|
35
|
|
SECTION 2.14.
|
Optional Prepayments of Revolving Credit Loans
|
35
|
|
SECTION 2.15.
|
Reserve Requirements; Change in Circumstances
|
35
|
|
SECTION 2.16.
|
Indemnity
|
37
|
|
SECTION 2.17.
|
Pro Rata Treatment; Funding Matters; Evidence of Debt
|
38
|
|
SECTION 2.18.
|
Sharing of Setoffs
|
39
|
|
SECTION 2.19.
|
Payments
|
40
|
|
SECTION 2.20.
|
Taxes
|
40
|
|
SECTION 2.21.
|
Termination or Assignment of Commitments Under Certain Circumstances
|
43
|
|
SECTION 2.22.
|
Currency Equivalents
|
43
|
|
SECTION 2.23.
|
Judgment Currency
|
44
|
|
SECTION 2.24.
|
Defaulting Lenders
|
45
|
|
Article III
REPRESENTATIONS AND WARRANTIES
|
46
|
|
|
SECTION 3.1.
|
Corporate Existence
|
46
|
|
SECTION 3.2.
|
Financial Condition
|
47
|
|
SECTION 3.3.
|
Litigation
|
47
|
|
SECTION 3.4.
|
No Breach, etc
|
47
|
|
SECTION 3.5.
|
Corporate Action
|
47
|
|
SECTION 3.6.
|
Approvals
|
48
|
|
SECTION 3.7.
|
ERISA
|
48
|
|
SECTION 3.8.
|
Taxes
|
48
|
|
SECTION 3.9.
|
Investment Company Act
|
48
|
|
SECTION 3.10.
|
Environmental
|
48
|
|
SECTION 3.11.
|
Material Subsidiaries
|
48
|
|
SECTION 3.12.
|
Anti-Corruption Laws and Sanctions
|
48
|
|
Article IV
CONDITIONS OF EFFECTIVENESS AND LENDING
|
49
|
|
|
SECTION 4.1.
|
Effectiveness
|
49
|
|
SECTION 4.2.
|
Initial Loans to Subsidiary Borrowers; Designation of Foreign Subsidiary Borrowers
|
49
|
|
SECTION 4.3.
|
All Credit Events
|
50
|
|
Article V
COVENANTS
|
51
|
|
|
SECTION 5.1.
|
Financial Statements
|
51
|
|
SECTION 5.2.
|
Corporate Existence, Etc
|
53
|
|
SECTION 5.3.
|
Insurance
|
53
|
|
SECTION 5.4.
|
Prohibition of Fundamental Changes
|
54
|
|
SECTION 5.5.
|
Limitation on Liens
|
54
|
|
SECTION 5.6.
|
Limitation on Subsidiary Indebtedness
|
55
|
|
SECTION 5.7.
|
Financial Covenants
|
56
|
|
SECTION 5.8.
|
Use of Proceeds
|
56
|
|
SECTION 5.9.
|
Transactions with Affiliates
|
56
|
|
Article VI
EVENTS OF DEFAULT
|
56
|
|
|
Article VII
THE AGENTS
|
58
|
|
|
Article VIII
GUARANTEES
|
60
|
|
|
SECTION 8.1.
|
CBS Guarantee
|
60
|
|
SECTION 8.2.
|
CBS Operations Guarantee
|
63
|
|
Article IX
MISCELLANEOUS
|
65
|
|
|
SECTION 9.1.
|
Notices
|
65
|
|
SECTION 9.2.
|
Survival of Agreement
|
66
|
|
SECTION 9.3.
|
Binding Effect
|
66
|
|
SECTION 9.4.
|
Successors and Assigns
|
66
|
|
SECTION 9.5.
|
Expenses; Indemnity
|
70
|
|
SECTION 9.6.
|
Right of Setoff
|
71
|
|
SECTION 9.7.
|
APPLICABLE LAW
|
71
|
|
SECTION 9.8.
|
Waivers; Amendment
|
71
|
|
SECTION 9.9.
|
Entire Agreement
|
72
|
|
SECTION 9.10.
|
WAIVER OF JURY TRIAL
|
72
|
|
SECTION 9.11.
|
Severability
|
72
|
|
SECTION 9.12.
|
Counterparts
|
72
|
|
SECTION 9.13.
|
Headings
|
72
|
|
SECTION 9.14.
|
Jurisdiction; Consent to Service of Process
|
72
|
|
SECTION 9.15.
|
Confidentiality
|
73
|
|
SECTION 9.16.
|
Patriot Act Notice
|
74
|
|
SECTION 9.17.
|
Amendment and Restatement
|
74
|
|
Annex I
|
Pricing Grid
|
Exhibit A-1
|
Administrative Questionnaire (Dollars)
|
Exhibit A-2
|
Administrative Questionnaire (Foreign Currency)
|
Exhibit B-1
|
Form of Competitive Bid Request
|
Exhibit B-2
|
Form of Notice of Competitive Bid Request
|
Exhibit B-3
|
Form of Competitive Bid
|
Exhibit B-4
|
Form of Revolving Credit Borrowing Request
|
Exhibit B-5
|
Form of Swingline Borrowing Request
|
Exhibit B-6
|
Form of Notice of Designated Letter of Credit
|
Exhibit B-7
|
Form of Subsidiary Borrower Designation
|
Exhibit B-8
|
Form of Subsidiary Borrower Request
|
Exhibit C
|
Form of Assignment and Acceptance
|
Exhibit D
|
Form of Confidentiality Agreement
|
Exhibit E
|
Form of Closing Certificate
|
Exhibit F
|
Form of Issuing Lender Agreement
|
Exhibit G
|
Form of Commitment Increase Supplement
|
Exhibit H
|
Form of Additional Lender Agreement
|
Schedule 1.1
|
Commitments; Addresses for Notices
|
Schedule 1.1(a)
|
Guarantees
|
Schedule 2.7
|
Designated Letters of Credit
|
Schedule 5.6
|
Subsidiary Indebtedness
|
Schedule VI(h)
|
Judgments
|
By:
|
/s/ Joseph R. Ianniello
Name: Joseph R. Ianniello Title: Chief Operating Officer |
By:
|
/s/ Joseph R. Ianniello
Name: Joseph R. Ianniello Title: Chief Operating Officer |
By:
|
/s/ Sandeep S. Parihar
Name: Sandeep S. Parihar Title: Vice President |
By:
|
/s/ Michael Vondriska
Name: Michael Vondriska Title: Vice President |
By:
|
/s/ Jay D. Marquis
Name: Jay D. Marquis Title: Director |
By:
|
/s/ Virginia Cosenza
Name: Virginia Cosenza Title: Vice President |
By:
|
/s/ Ming K. Chu
Name: Ming K. Chu Title: Vice President |
By:
|
/s/ Alex Daw
Name: Alex Daw Title: Director |
By:
|
/s/ Eric Frandson
Name: Eric Frandson Title: Managing Director |
By:
|
/s/ Barbara Nash
Name: Barbara Nash Title: Managing Director |
By:
|
/s/ Melissa Dyki
Name: Melissa Dyki Title: Director |
By:
|
/s/ Vipul Dhadda
Name: Vipul Dhadda Title: Authorized Signatory |
By:
|
/s/ D. Andrew Maletta
Name: D. Andrew Maletta Title: Authorized Signatory |
By:
|
/s/ Rebecca Kratz
Name: Rebecca Kratz Title: Authorized Signatory |
By:
|
/s/ Bertram H. Tang
Name: Bertram H. Tang Title: Authorized Signatory |
By:
|
/s/ Alexander Oliver
Name: Alexander Oliver Title: Authorized Signatory |
By:
|
/s/ Shuji Yabe
Name: Shuji Yabe Title: Managing Director |
By:
|
/s/ Colleen McEvoy
Name: Colleen McEvoy Title: Senior Vice President |
By:
|
/s/ Michael King
Name: Michael King Title: Authorized Signatory |
By:
|
/s/ Ola Anderssen
Name: Ola Anderssen Title: Director |
By:
|
/s/ Todd Antico
Name: Todd Antico Title: Senior Vice President |
By:
|
/s/ Richard K. Fronapfel, Jr.
Name: Richard K. Fronapfel, Jr. Title: Vice President |
By:
|
/s/ Stephen Giacolone
Name: Stephen Giacolone Title: Assistant Vice President – G011 |
By:
|
/s/ Daven Popat
Name: Daven Popat Title: Assistant Vice President – P003 |
|
|
December 31,
|
||||||||||||||
|
|
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||
Earnings from continuing operations before income
taxes and equity in loss of investee companies
|
|
$
|
2,164
|
|
$
|
2,665
|
|
$
|
2,357
|
|
$
|
1,983
|
|
$
|
1,209
|
|
Add:
|
|
|
|
|
|
|
||||||||||
Distributions from investee companies
|
|
9
|
|
8
|
|
11
|
|
6
|
|
—
|
|
|||||
Interest expense, net of capitalized interest
|
|
363
|
|
375
|
|
401
|
|
433
|
|
526
|
|
|||||
1/3 of rental expense
|
|
69
|
|
70
|
|
68
|
|
68
|
|
68
|
|
|||||
Total earnings from continuing operations
|
|
$
|
2,605
|
|
$
|
3,118
|
|
$
|
2,837
|
|
$
|
2,490
|
|
$
|
1,803
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
||||||||||
Interest expense, net of capitalized interest
|
|
$
|
363
|
|
$
|
375
|
|
$
|
401
|
|
$
|
433
|
|
$
|
526
|
|
1/3 of rental expense
|
|
69
|
|
70
|
|
68
|
|
68
|
|
68
|
|
|||||
Total fixed charges
|
|
$
|
432
|
|
$
|
445
|
|
$
|
469
|
|
$
|
501
|
|
$
|
594
|
|
Ratio of earnings to fixed charges
|
|
6.0
|
x
|
7.0
|
x
|
6.0
|
x
|
5.0
|
x
|
3.0
|
x
|
Subsidiary Name
|
Place of Incorporation or Organization
|
13 Investments LLC
|
Louisiana
|
13 Productions LLC
|
Louisiana
|
13 Radio Corporation
|
Delaware
|
90210 Productions, Inc.
|
California
|
A.S. Payroll Company, Inc.
|
California
|
Aaron Spelling Productions, Inc.
|
California
|
Acorn Pipe Line Company
|
Texas
|
Acorn Properties, Inc.
|
Texas
|
Acorn Trading Company
|
Texas
|
Addax Music Co., Inc.
|
Delaware
|
Aetrax International Corporation
|
Delaware
|
Ages Electronics, Inc.
|
Delaware
|
Ages Entertainment Software LLC
|
Delaware
|
All is Forgiven Productions (General Partnership)
|
California
|
All Media Inc.
|
Delaware
|
ALTSIM Inc.
|
Delaware
|
Amadea Film Productions, Inc.
|
Texas
|
Amazing Race Productions Inc.
|
Delaware
|
Antilles Oil Company, Inc.
|
Puerto Rico
|
A-R Acquisition Corp.
|
Delaware
|
Armacost Music LLC
|
Delaware
|
Around the Block Productions, Inc.
|
Delaware
|
Aspenfair Music, Inc.
|
California
|
Atlanta Television Station WUPA Inc.
|
Delaware
|
Audio House, Inc., The
|
California
|
Avery Productions LLC
|
Delaware
|
BAPP Acquisition Corporation
|
Delaware
|
Barrington Songs LLC
|
Delaware
|
Bay County Energy Systems, Inc.
|
Delaware
|
Bay Resource Management, Inc.
|
Delaware
|
Beverlyfax Music, Inc.
|
California
|
Big Ticket Music Inc.
|
Delaware
|
Big Ticket Pictures Inc.
|
Delaware
|
Big Ticket Productions Inc.
|
Delaware
|
Big Ticket Television Inc.
|
Delaware
|
Blackrock Insurance Corporation
|
New York
|
Blue Cow Inc.
|
Delaware
|
Bombay Hook LLC
|
Delaware
|
Bonneville Wind Corporation
|
Utah
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Branded Productions, Inc.
|
California
|
Brentwood Pictures Inc.
|
Delaware
|
Brotherhood Productions, Inc.
|
Rhode Island
|
Bruin Music Company
|
Delaware
|
Buster Productions Inc.
|
Delaware
|
C&W Land Corporation
|
New Jersey
|
C-28 FCC Licensee Subsidiary, LLC
|
Delaware
|
Caroline Films Productions, Inc.
|
California
|
CBS/CTS Inc.
|
Delaware
|
CBS/Westinghouse of PA Inc.
|
Delaware
|
CBS (PDI) Distribution Inc.
|
Delaware
|
CBS Advertiser Services Inc.
|
Delaware
|
CBS AJV Inc.
|
Delaware
|
CBS Asia Inc.
|
Delaware
|
CBS Broadcast International Asia Inc.
|
New York
|
CBS Broadcasting Inc.
|
New York
|
CBS Broadcasting West Inc.
|
Delaware
|
CBS Communications Services Inc.
|
Delaware
|
CBS Communications Technology Group Inc.
|
Delaware
|
CBS Consumer Products Inc.
|
Delaware
|
CBS Corporate Services Inc.
|
Delaware
|
CBS CW Network Partner LLC
|
Delaware
|
CBS DBS Inc.
|
Delaware
|
CBS DEC Inc.
|
Delaware
|
CBS Domains Inc.
|
Virginia
|
CBS EcoMedia Inc.
|
Delaware
|
CBS Employee Services Inc.
|
Delaware
|
CBS Executive Services Corporation
|
Delaware
|
CBS Film Funding Company Inc.
|
Delaware
|
CBS Films Inc.
|
Delaware
|
CBS Films Distribution Inc.
|
Delaware
|
CBS Films Productions Inc.
|
Delaware
|
CBS First Run Development Company Inc.
|
Delaware
|
CBS First Run Limited
|
Delaware
|
CBS Foundation Inc.
|
New York
|
CBS General Entertainment Australia Inc.
|
Delaware
|
CBS Home Entertainment Inc.
|
Delaware
|
CBS Holdings (Mexico) Inc.
|
Delaware
|
CBS IDA Inc.
|
Delaware
|
CBS Interactive Inc.
|
Delaware
|
CBS Interactive Media Inc.
|
Delaware
|
CBS International Inc.
|
Delaware
|
CBS IRB Acquisition Inc.
|
Delaware
|
CBS Japan Inc.
|
Delaware
|
CBS K-Band Inc.
|
Delaware
|
CBS Last FM Holding Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
CBS LITV LLC
|
Delaware
|
CBS-Lux Holding LLC
|
Delaware
|
CBS Lyrics Inc.
|
Delaware
|
CBS Mass Media Corporation
|
Delaware
|
CBS MaxPreps Inc.
|
California
|
CBS Media Realty Corporation
|
New York
|
CBS Music LLC
|
Delaware
|
CBS News Communications Inc.
|
New York
|
CBS News Inc.
|
Delaware
|
CBS Operations Inc.
|
Delaware
|
CBS Operations Investments Inc.
|
Delaware
|
CBS Operations Services Inc.
|
Delaware
|
CBS Outdoor Investments Inc.
|
Delaware
|
CBS Overseas Inc.
|
New York
|
CBS Overseas Productions Two Inc.
|
Delaware
|
CBS Phoenix Inc.
|
Delaware
|
CBS Pictures Overseas Inc.
|
Delaware
|
CBS PNW Sports Inc.
|
Delaware
|
CBS Radio Annapolis Holdings Inc.
|
Delaware
|
CBS Radio Annapolis LLC
|
Delaware
|
CBS Radio East Holdings Corporation
|
Delaware
|
CBS Radio East Inc.
|
Delaware
|
CBS Radio Holdings Corp. of Massachusetts
|
Delaware
|
CBS Radio Holdings Corp. of Orlando
|
Delaware
|
CBS Radio Inc.
|
Delaware
|
CBS Radio Inc. of Atlanta
|
Delaware
|
CBS Radio Inc. of Baltimore
|
New York
|
CBS Radio Inc. of Boston
|
Delaware
|
CBS Radio Inc. of Detroit
|
Delaware
|
CBS Radio Inc. of Glendale
|
Delaware
|
CBS Radio Inc. of Illinois
|
Delaware
|
CBS Radio Inc. of Los Angeles
|
Delaware
|
CBS Radio Inc. of Maryland
|
Delaware
|
CBS Radio Inc. of Michigan
|
Delaware
|
CBS Radio Inc. of Northern California
|
Delaware
|
CBS Radio Inc. of Washington
|
Delaware
|
CBS Radio Inc. of Washington, D.C.
|
Delaware
|
CBS Radio KFRC-AM Inc.
|
Delaware
|
CBS Radio KMVQ-FM Inc.
|
Delaware
|
CBS Radio Media Corporation
|
Delaware
|
CBS Radio Network Inc.
|
Delaware
|
CBS Radio of Chicago LLC
|
Delaware
|
CBS Radio of Sacramento Inc.
|
Pennsylvania
|
CBS Radio Promotions Group Inc.
|
Delaware
|
CBS Radio Sales Company
|
Delaware
|
CBS Radio Services Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
CBS Radio Stations Inc.
|
Delaware
|
CBS Radio Technical Services Inc.
|
Delaware
|
CBS Radio Texas Inc.
|
Delaware
|
CBS Radio Tower Inc.
|
Delaware
|
CBS Radio Ventures, Inc.
|
Delaware
|
CBS Radio WLIF, Inc.
|
Maryland
|
CBS Radio WLIF-AM, Inc.
|
Maryland
|
CBS Radio WPGC(AM) Inc.
|
Delaware
|
CBS Receivables Funding II Corporation
|
Delaware
|
CBS Receivables Funding III Corporation
|
Delaware
|
CBS Records Inc.
|
Delaware
|
CBS Retail Stores Inc.
|
Delaware
|
CBS–Sac Music Inc.
|
Delaware
|
CBS Satellite News Inc.
|
Delaware
|
CBS Services Inc.
|
Delaware
|
CBS Shopping Inc.
|
Delaware
|
CBS Sports Inc.
|
Delaware
|
CBS Sports Radio Network Inc.
|
Delaware
|
CBS Stations Group of Texas LLC
|
Delaware
|
CBS Stock Holdings I Inc.
|
Delaware
|
CBS Stock Holdings II Inc.
|
Delaware
|
CBS Studios Inc.
|
Delaware
|
CBS Studios Networks Inc.
|
New York
|
CBS Studios Overseas Productions Inc.
|
Delaware
|
CBS Studios Productions LLC
|
Delaware
|
CBS Subsidiary Management Corp.
|
Delaware
|
CBS Survivor Productions, Inc.
|
Delaware
|
CBS Technology Corporation
|
Delaware
|
CBS Television Licenses LLC
|
Delaware
|
CBS Television Service Inc.
|
Delaware
|
CBS Television Stations Inc.
|
Delaware
|
CBS Temp Services Inc.
|
Delaware
|
CBS TVG Inc.
|
Delaware
|
CBS UAC Corporation
|
Delaware
|
CBS Worldwide Distribution Inc.
|
Delaware
|
CBS World Wide Ltd.
|
New York
|
CCG Ventures, Inc.
|
Delaware
|
Central Fidelity Insurance Company
|
Vermont
|
Centurion Satellite Broadcast Inc.
|
Delaware
|
Championship Productions Inc.
|
Delaware
|
Channel 28 Television Station, Inc.
|
Delaware
|
Channel 34 Television Station LLC
|
Delaware
|
Charter Crude Oil Company
|
Texas
|
Charter Futures Trading Company
|
Texas
|
Charter Media Company
|
Delaware
|
Charter Oil Company
|
Florida
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Charter Oil Services, Inc.
|
Texas
|
Chazo Productions Inc.
|
Delaware
|
CIOC Remediation Trust
|
Delaware
|
CIOC LLC
|
Delaware
|
Classless Inc.
|
Delaware
|
Clicker Media Inc.
|
Delaware
|
CNET Investments, Inc.
|
Delaware
|
Columbia Television, Inc.
|
New York
|
Comanche Moon Productions Inc.
|
New Mexico
|
Commissioner.com, Inc.
|
New York
|
Compelling Music LLC
|
California
|
Concord Entertainment Inc.
|
Delaware
|
Consolidated Caguas Corporation
|
Delaware
|
Cross Step Productions Inc.
|
Delaware
|
CSTV Networks, Inc.
|
Delaware
|
CSTV Online, Inc.
|
Delaware
|
CSTV Regional, LLC
|
Delaware
|
CSTV-A, LLC
|
Delaware
|
CSTV-B, LLC
|
Delaware
|
Danni Productions LLC
|
Louisiana
|
Davis Circle Productions Inc.
|
Delaware
|
Delaware Resource Beneficiary, Inc.
|
Delaware
|
Delaware Resource Lessee Trust
|
Delaware
|
Delaware Resource Management, Inc.
|
Delaware
|
Desilu Productions Inc.
|
Delaware
|
Detroit Television Station WKBD Inc.
|
Virginia
|
Dotspotter Inc.
|
Delaware
|
Dutchess Resource Management, Inc.
|
Delaware
|
Dynamic Soap, Inc.
|
California
|
Eagle Direct, Inc.
|
Delaware
|
Elite Productions Inc.
|
Delaware
|
Elysium Productions Inc.
|
Delaware
|
Energy Development Associates Inc.
|
Delaware
|
EPI Music LLC
|
California
|
Erica Film Productions, Inc.
|
California
|
ET Media Group Inc.
|
Delaware
|
Evergreen Programs LLC
|
New York
|
EWB Corporation
|
Delaware
|
Eye Creative Media Group Inc.
|
Delaware
|
Eye Explorations Inc.
|
Delaware
|
Eye Net Works Inc.
|
Delaware
|
Eye Productions Inc.
|
Delaware
|
Fifty-Sixth Century Antrim Iron Company, Inc.
|
Delaware
|
Film Intex Corporation
|
Delaware
|
First Hotel Investment Corporation
|
Delaware
|
Forty-Fourth Century Corporation
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Four Crowns, Inc.
|
Delaware
|
French Street Management LLC
|
Delaware
|
Front Street Management Inc.
|
Delaware
|
G&W Leasing Company
|
Delaware
|
G&W Natural Resources Company, Inc.
|
Delaware
|
Games Exchange Inc.
|
Delaware
|
Gateway Fleet Company
|
Pennsylvania
|
Glendale Property Corp.
|
Delaware
|
Glory Productions Inc.
|
Delaware
|
Gloucester Titanium Company, Inc.
|
Delaware
|
GNS Productions Inc.
|
Delaware
|
GolfWeb
|
California
|
Gorgen, Inc.
|
California
|
Grammar Productions Inc.
|
Delaware
|
Granite Productions Inc.
|
California
|
Granville Pictures Inc.
|
Delaware
|
Green Tiger Press, Inc.
|
California
|
Group W Television Stations, L.P.
|
Delaware
|
Gulf & Western Indonesia, Inc.
|
Delaware
|
H R Acquisition Corp.
|
Delaware
|
Hamilton Projects, Inc.
|
New York
|
Hit Radio, Inc.
|
New York
|
Image Edit, Inc.
|
Delaware
|
IMR Acquisition Corp.
|
Delaware
|
Independent Petrochemical Corporation
|
Ohio
|
INFCO Network Inc.
|
Delaware
|
Infinity Broadcasting Corporation
|
Delaware
|
Inside Edition Inc.
|
New York
|
Interstitial Programs Inc.
|
Delaware
|
Irvine Games Inc.
|
Delaware
|
Irvine Games USA Inc.
|
Delaware
|
Jumbo Ticket Songs Inc.
|
Delaware
|
Just U Productions, Inc.
|
California
|
K.W. M., Inc.
|
Delaware
|
Kalen Productions Inc.
|
Delaware
|
Katled Systems Inc.
|
Delaware
|
Kilo Mining Corporation
|
Pennsylvania
|
King World Corporation
|
Delaware
|
King World Development Inc.
|
California
|
King World Direct Inc.
|
Delaware
|
King World Media Sales Inc.
|
Delaware
|
King World Merchandising, Inc.
|
Delaware
|
King World Productions, Inc.
|
Delaware
|
King World Studios West Inc.
|
California
|
King World/CC Inc.
|
New York
|
Kristina Productions Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
KUTV Holdings, Inc.
|
Delaware
|
KW Development Inc.
|
California
|
KWP/RR Inc.
|
New York
|
KWP Studios Inc.
|
California
|
KWTS Productions Inc.
|
California
|
Large Ticket Songs Inc.
|
Delaware
|
Laurel Entertainment LLC
|
Delaware
|
Levitt Property Managers, Inc.
|
California
|
Liliana Productions Inc.
|
Delaware
|
Lincoln Point Productions Inc.
|
Delaware
|
Los Angeles Television Station KCAL LLC
|
Delaware
|
Low Key Productions Inc.
|
Delaware
|
LT Holdings Inc.
|
Delaware
|
Maarten Investerings Partnership
|
New York
|
Magical Jade Productions Inc.
|
Delaware
|
Magic Molehill Productions, Inc.
|
California
|
Matlock Company, The
|
Delaware
|
Mattalex LLC
|
Delaware
|
Melrose Productions Inc.
|
California
|
Meredith Productions LLC
|
Delaware
|
Merlot Film Productions, Inc.
|
California
|
Merritt Inc.
|
Delaware
|
Miami Television Station WBFS Inc.
|
Delaware
|
MVP.com Sports, Inc.
|
Delaware
|
Narrabeen Productions Inc.
|
Delaware
|
New Jersey Zinc Exploration Company, The
|
Delaware
|
Nicki Film Productions, Inc.
|
Delaware
|
North Shore Productions Inc.
|
Delaware
|
NTA Films, Inc.
|
New York
|
O Good Songs Company
|
California
|
O’Connor Combustor Corporation
|
California
|
OM/TV Productions Inc.
|
Delaware
|
On Broadband Networks LLC
|
Delaware
|
Orange Ball Networks Subsidiary PRC, Inc.
|
Delaware
|
Orange Square Inc.
|
Delaware
|
Orange Triangle Inc.
|
Delaware
|
OurChart.com LLC
|
Delaware
|
Our Home Productions Inc.
|
Delaware
|
Outdoor TDI LLC
|
Delaware
|
Outlet Networks Inc.
|
Delaware
|
Part-Time Productions Inc.
|
Delaware
|
PCCGW Company, Inc.
|
Delaware
|
PCI Canada Inc.
|
Delaware
|
PCI Network Partner II Inc.
|
Delaware
|
PCI Network Partner Inc.
|
Delaware
|
Permutation Productions Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
Philadelphia Television Station WPSG Inc.
|
Delaware
|
Pittsburgh Television Station WPCW Inc.
|
Delaware
|
PMV Productions, Inc.
|
Delaware
|
Possible Productions Inc.
|
Delaware
|
Possum Point Incorporated
|
Delaware
|
Pottle Productions, Inc.
|
California
|
Preye, Inc.
|
California
|
Proxy Music LLC
|
California
|
Quemahoning Coal Processing Company
|
Pennsylvania
|
Radford Studio Center Inc.
|
California
|
Raquel Productions Inc.
|
Delaware
|
Real TV Music Inc.
|
Delaware
|
Recovery Ventures Inc.
|
Delaware
|
Republic Distribution LLC
|
Delaware
|
Republic Entertainment LLC
|
Delaware
|
Republic Pictures Enterprises LLC
|
Delaware
|
Republic Pictures Productions LLC
|
California
|
RH Productions Inc.
|
California
|
RTV News Inc.
|
Delaware
|
RTV News Music Inc.
|
Delaware
|
Sacramento Television Stations Inc.
|
Delaware
|
Salton Sea Songs LLC
|
Delaware
|
San Francisco Television Station KBCW Inc.
|
Virginia
|
Saucon Valley Iron and Railroad Company, The
|
Pennsylvania
|
SBX Acquisition Corp.
|
Delaware
|
Scott-Mattson Farms, Inc.
|
Florida
|
Ship House, Inc.
|
Florida
|
SHOtunes Music LLC
|
Delaware
|
Show Works Productions Inc.
|
Delaware
|
Showtime Live Entertainment Inc.
|
Delaware
|
Showtime Marketing Inc.
|
Delaware
|
Showtime Networks Inc.
|
Delaware
|
Showtime Networks Inc. (U.K.)
|
Delaware
|
Showtime Networks Satellite Programming Company
|
Delaware
|
Showtime Online Inc.
|
Delaware
|
Showtime Pictures Development Company
|
Delaware
|
Showtime Satellite Networks Inc.
|
Delaware
|
Showtime Songs Inc.
|
Delaware
|
Showtime/Sundance Holding Company Inc.
|
Delaware
|
SIFO One Inc.
|
Delaware
|
SIFO Two Inc.
|
Delaware
|
Simon & Schuster Digital Sales Inc.
|
Delaware
|
Simon & Schuster Global Services Inc.
|
Delaware
|
Simon & Schuster India LLC
|
Delaware
|
Simon & Schuster International Inc.
|
Delaware
|
Simon & Schuster, Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
SNI/SI Networks LLC
|
Delaware
|
Soapmusic Company
|
Delaware
|
Solar Service Company
|
Delaware
|
SongFair Inc.
|
Delaware
|
Spelling Daytime Songs Inc.
|
Delaware
|
Spelling Daytime Television Inc.
|
Delaware
|
Spelling Entertainment Group LLC
|
Delaware
|
Spelling Entertainment LLC
|
Delaware
|
Spelling Satellite Networks Inc.
|
California
|
Spelling Television Inc.
|
Delaware
|
SportsLine.com, Inc.
|
Delaware
|
St. Johns Realty Investors
|
Delaware
|
Starfish Productions Inc.
|
Delaware
|
Stargate Acquisition Corp. One
|
Delaware
|
Stat Crew Software, Inc.
|
Ohio
|
Stranglehold Productions, Inc.
|
California
|
Sunset Beach Productions, Inc.
|
Delaware
|
Survivor Productions, LLC
|
Delaware
|
Swift Justice Productions Inc.
|
Delaware
|
T&R Payroll Company
|
Delaware
|
Taylor Forge Memphis, Inc.
|
Delaware
|
TDI Northwest, Inc.
|
Washington
|
TDI Worldwide LLC
|
Delaware
|
TDI Worldwide Investments Inc.
|
Delaware
|
Television Station KTXA Inc.
|
Virginia
|
Television Station WTCN LLC
|
Delaware
|
Television Station WWHB LLC
|
Delaware
|
Thaxton Management, LLC
|
Maryland
|
The CW Television Stations Inc.
|
Delaware
|
The Late Show Inc.
|
Delaware
|
They Productions Inc.
|
Delaware
|
Things of the Wild Songs Inc.
|
Delaware
|
Third Century Company
|
Delaware
|
Thirteenth Century Corporation
|
Delaware
|
Thirtieth Century Corporation
|
Delaware
|
Timber Purchase Company
|
Florida
|
Toe-to-Toe Productions Inc.
|
Delaware
|
Torand Payroll Company
|
Delaware
|
Torand Productions Inc.
|
Delaware
|
Total Warehouse Services Corporation
|
Delaware
|
Trans-American Resources, Inc.
|
Delaware
|
TSM Services Inc.
|
Delaware
|
Tube Mill, Inc.
|
Alabama
|
TV Guide Online Holdings LLC
|
Delaware
|
TV Scoop Inc.
|
Delaware
|
UCGI, Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation or Organization
|
UPN (general partnership)
|
Delaware
|
UPN Holding Company, Inc.
|
California
|
UPN Properties, Inc.
|
California
|
Ureal Productions Inc.
|
Delaware
|
VE Development Company
|
Delaware
|
VE Drive Inc.
|
Delaware
|
VE Television Inc.
|
Delaware
|
VI Services Corporation
|
Delaware
|
VISI Services Inc.
|
Delaware
|
Visions Productions, Inc.
|
New York
|
VJK Inc.
|
Delaware
|
VNM Inc.
|
Delaware
|
VP Direct Inc.
|
Delaware
|
VPix Inc.
|
Delaware
|
VP Programs Inc.
|
California
|
VSC Compositions LLC
|
New York
|
VSC Music LLC
|
New York
|
Waste Resource Energy, Inc.
|
Delaware
|
WBCE Corp.
|
New York
|
WCC FSC I, Inc.
|
Delaware
|
WCC Project Corp.
|
Delaware
|
Westgate Pictures Inc.
|
Delaware
|
Westinghouse Aircraft Leasing Inc.
|
Delaware
|
Westinghouse Asset Management Inc.
|
Delaware
|
Westinghouse Canada Holdings L.L.C.
|
Delaware
|
Westinghouse CBS Holding Company, Inc.
|
Delaware
|
Westinghouse Electric Corporation
|
Delaware
|
Westinghouse Environmental Management Company of Ohio, Inc.
|
Delaware
|
Westinghouse Hanford Company
|
Delaware
|
Westinghouse Holdings Corporation
|
Delaware
|
Westinghouse Idaho Nuclear Company, Inc.
|
Delaware
|
Westinghouse Investment Corporation
|
Delaware
|
Westinghouse Licensing Corporation
|
Pennsylvania
|
Westinghouse Reinvestment Company, L.L.C.
|
Delaware
|
Westinghouse World Investment Corporation
|
Delaware
|
W-F Productions, Inc.
|
Delaware
|
Wilshire Entertainment Inc.
|
Delaware
|
Wilshire/Hauser Company
|
Delaware
|
World Volleyball League, Inc.
|
New York
|
Worldvision Enterprises LLC
|
New York
|
Worldvision Enterprises (United Kingdom) Ltd.
|
New York
|
Worldvision Enterprises of Canada, Limited
|
New York
|
Worldvision Home Video LLC
|
New York
|
WPIC Corporation
|
Delaware
|
WT Animal Music Inc.
|
Delaware
|
Subsidiary Name
|
Place of Incorporation
|
14 Hours Productions Inc.
|
Canada (Ontario)
|
4400 Productions Inc.
|
Canada (B.C.)
|
1928778 Ontario Inc.
|
Canada (Ontario)
|
Abaco Farms Limited
|
Bahamas
|
Audioscrobbler Limited
|
United Kingdom
|
Bahamas Underwriters Services Limited
|
Bahamas
|
Cayman Overseas Reinsurance Association
|
Cayman Islands
|
CBS-CSI International B.V.
|
Netherlands
|
CBS Broadcast International B.V.
|
Netherlands
|
CBS Broadcast-Kingworld - CBS Lux Holding LLC S.C.S.
|
Luxembourg
|
CBS Broadcast International of Canada Ltd.
|
Canada (Ontario)
|
CBS Broadcast Services Limited
|
United Kingdom
|
CBS Canada Co.
|
Canada (Nova Scotia)
|
CBS Canada Holdings Co.
|
Canada (Nova Scotia)
|
CBS Canadian Film and Television Inc.
|
Canada (Ontario)
|
CBS CSI Distribution - CBS Lux Holding LLC S.C.S.
|
Luxembourg
|
CBS EMEA Limited
|
United Kingdom
|
CBS Enterprises (UK) Limited
|
United Kingdom
|
CBS Films Canadian Productions Inc.
|
Canada (Ontario)
|
CBS Holdings (Bermuda) 2 Ltd.
|
Bermuda
|
CBS Holding (Germany) B.V.
|
Netherlands
|
CBS Holdings (Germany) II B.V.
|
Netherlands
|
CBS Interactive Limited
|
United Kingdom
|
CBS Interactive Pte Ltd.
|
Singapore
|
CBS Interactive Pty. Ltd.
|
Australia
|
CBS International (Netherlands) B.V.
|
Netherlands
|
CBS International Holdings B.V.
|
Netherlands
|
CBS International Sales Holdings B.V.
|
Netherlands
|
CBS International Television (UK) Limited
|
United Kingdom
|
CBS International Television Australia Pty Limited
|
Australia
|
CBS International Television Italia Srl
|
Italy
|
CBS International Television Japan GK
|
Japan
|
CBS Luxembourg S.a.r.l.
|
Luxembourg
|
Subsidiary Name
|
Place of Incorporation
|
CBS Outdoor Metro Services Limited
|
United Kingdom
|
CBS S AG
|
Switzerland
|
CBS Pimco UK
|
United Kingdom
|
CBS Showtime – CBS Lux Holding LLC S.C.S.
|
Luxembourg
|
CBS Studios International GmbH
|
Germany
|
CBS Studios – CBS Lux Holding LLC S.C.S.
|
Luxembourg
|
CBS UK
|
United Kingdom
|
CBS UK Channels Limited
|
United Kingdom
|
CBS UK Productions Limited
|
United Kingdom
|
CBS SEA Channels Pte. Ltd.
|
Singapore
|
CBS Worldvision – CBS Lux Holding LLC S.C.S.
|
Luxembourg
|
CBS Worldwide Ltd.
|
Bermuda
|
Channel Community Networks Corporation
|
Canada
|
Channel Services SA
|
Switzerland
|
Charter Oil (Bahamas) Limited
|
Bahamas
|
Charter Oil Specialties Limited
|
Bahamas
|
Chuanmei Information Technologies (Shanghai) Co., Ltd.
|
China
|
CNET (Beijing) Information Technology Co., Ltd.
|
China
|
CN Pilot Productions Inc.
|
Canada (Ontario)
|
Columbia Broadcasting Systems Limited
|
Cyprus
|
Danger Productions Inc.
|
Canada (Ontario)
|
DC Films Inc.
|
Canada (B.C.)
|
dFactory Sarl
|
Switzerland
|
Famous Players Investments B.V.
|
Netherlands
|
First Cut Productions Inc.
|
Canada (B.C.)
|
GFB Productions Inc.
|
Canada (Ontario)
|
Grand Bahama Petroleum Company Limited
|
Bahamas
|
Grande Alliance Co. Ltd.
|
Cayman Islands
|
Granville Canadian Productions Inc.
|
Canada (Ontario)
|
Gravity Productions Inc.
|
Canada (B.C.)
|
Gulf & Western do Brazil Industria e Comercio Limitada (in liquidation)
|
Brazil
|
Gulf & Western International N.V.
|
Netherlands Antilles
|
Gulf & Western Limited
|
Bahamas
|
International Raw Materials Limited
|
Bahamas
|
Jake Productions Inc.
|
Canada (B.C.)
|
Jericho Productions Inc.
|
Canada (Alberta)
|
King & Maxwell Productions Inc.
|
Canada (B.C.)
|
Last.FM Acquisition Limited
|
United Kingdom
|
Last.FM Limited
|
United Kingdom
|
LS Productions Inc.
|
Canada (Ontario)
|
LY Productions Inc.
|
Canada (B.C.)
|
Mars Film Produzione S.P.A. (in liquidation)
|
Italy
|
Mayday Productions Inc.
|
Canada (Ontario)
|
New Coral Ltd.
|
Cayman Islands
|
Subsidiary Name
|
Place of Incorporation
|
New Providence Assurance Company Limited
|
Bahamas
|
PC Home Cayman Ltd.
|
Cayman Islands
|
Pocket Books of Canada, Ltd.
|
Canada (Federal)
|
Prospect Company Ltd.
|
Cayman Islands
|
PTC Holdings C.V.
|
Netherlands
|
R.G.L. Realty Limited
|
United Kingdom
|
Raianna Productions Inc.
|
Canada (Federal)
|
Republic Pictures Corporation of Canada Ltd.
|
Canada (Ontario)
|
Sagia Productions Inc.
|
Canada (Ontario)
|
Season Four Sentinel Productions Inc.
|
Canada (B.C.)
|
Season Three Viper Productions Inc.
|
Canada (B.C.)
|
Season Two CI Productions Inc.
|
Canada (Federal)
|
SF Films Inc.
|
Canada (Ontario)
|
Showtime Canada ULC
|
Canada (Alberta)
|
Showtime Distribution B.V.
|
Netherlands
|
Simon & Schuster (Australia) Pty. Limited
|
Australia
|
Simon & Schuster (UK) Limited
|
UK
|
Simon & Schuster of Canada (1976) Ltd.
|
Canada (Federal)
|
Simon & Schuster Publishers India Private Limited
|
India
|
Spelling Television (Canada) Inc.
|
Canada (Ontario)
|
Spelling Television Quebec Inc.
|
Canada (Federal)
|
Split Decision Productions Inc.
|
Canada (B.C.)
|
St. Francis Ltd.
|
Cayman Islands
|
St. Ives Company Ltd.
|
Cayman Islands
|
Streak Productions Inc.
|
Canada (Ontario)
|
SU 2 Productions Inc.
|
Canada (Federal)
|
TB Productions Inc.
|
Canada (Ontario)
|
Tele-Vu Ltee.
|
Canada (Federal)
|
TMI International B.V.
|
Netherlands
|
Tower Films Inc.
|
Canada (Ontario)
|
Ultra Productions Inc.
|
Canada (Ontario)
|
VBC Pilot Productions Inc.
|
Canada (B.C.)
|
Viper Productions Inc.
|
Canada (B.C.)
|
Westinghouse Corporate Resources
|
United Kingdom
|
Woburn Insurance Ltd.
|
Bermuda
|
Worldvision Enterprises (France) SARL
|
France
|
Worldvision Enterprises de Venezuela
|
Venezuela
|
Worldvision Enterprises Latino-Americana, S.A.
|
Panama
|
Worldvision Filmes do Brasil, Ltda.
|
Brazil
|
WVI Films B.V.
|
Netherlands
|
YP Productions Inc.
|
Canada (Ontario)
|
/s/PricewaterhouseCoopers LLP
|
|
New York, New York
|
|
February 13, 2015
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Sign:
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/s/ David R. Andelman
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Print Name:
David R. Andelman
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Sign:
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/s/ Joseph A. Califano, Jr.
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Print Name:
Joseph A. Califano, Jr.
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Sign:
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/s/ William S. Cohen
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Print Name:
William S. Cohen
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Sign:
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/s/ Gary L. Countryman
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Print Name:
Gary L. Countryman
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Sign:
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/s/ Charles K. Gifford
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Print Name:
Charles K. Gifford
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Sign:
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/s/ Leonard Goldberg
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Print Name:
Leonard Goldberg
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Sign:
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/s/ Bruce S. Gordon
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Print Name:
Bruce S. Gordon
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Sign:
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/s/ Linda M. Griego
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Print Name:
Linda M. Griego
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Sign:
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/s/ Arnold Kopelson
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Print Name:
Arnold Kopelson
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Sign:
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/s/ Doug Morris
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Print Name:
Doug Morris
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Sign:
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/s/ Shari Redstone
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Print Name:
Shari Redstone
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Sign:
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/s/ Sumner M. Redstone
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Print Name:
Sumner M. Redstone
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Sign:
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/s/ Frederic V. Salerno
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||
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Print Name:
Frederic V. Salerno
|
1.
|
I have reviewed this annual report on Form 10-K of CBS Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Leslie Moonves
|
|
Leslie Moonves
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of CBS Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Joseph R. Ianniello
|
|
Joseph R. Ianniello
Chief Operating Officer
|
/s/ Leslie Moonves
|
|
Leslie Moonves
February 13, 2015
|
|
/s/ Joseph R. Ianniello
|
|
Joseph R. Ianniello
February 13, 2015
|
|