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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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04-2949533
(I.R.S. Employer Identification No.)
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51 W. 52nd Street, New York, New York
(Address of principal executive offices)
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10019
(Zip Code)
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Large accelerated filer x
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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Emerging growth company o
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Title of each class
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Trading Symbols
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Name of each exchange on which registered
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||||
Class A Common Stock, $0.001 par value
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CBS.A
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New York Stock Exchange
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Class B Common Stock, $0.001 par value
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CBS
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New York Stock Exchange
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Page
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PART I – FINANCIAL INFORMATION
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Item 1.
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Item 5.
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Item 1.
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Financial Statements.
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Three Months Ended
|
||||||
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March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
$
|
4,167
|
|
|
$
|
3,761
|
|
Costs and expenses:
|
|
|
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||||
Operating
|
2,748
|
|
|
2,400
|
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||
Selling, general and administrative
|
573
|
|
|
524
|
|
||
Depreciation and amortization
|
53
|
|
|
56
|
|
||
Restructuring and other corporate matters (Note 3)
|
114
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|
|
9
|
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||
Gain on sale of assets (Note 1)
|
(549
|
)
|
|
—
|
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||
Total costs and expenses
|
2,939
|
|
|
2,989
|
|
||
Operating income
|
1,228
|
|
|
772
|
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||
Interest expense
|
(117
|
)
|
|
(118
|
)
|
||
Interest income
|
14
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|
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17
|
|
||
Other items, net
|
(21
|
)
|
|
(11
|
)
|
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Earnings before income taxes and equity in loss of investee companies
|
1,104
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|
|
660
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|
||
Benefit (provision) for income taxes
|
496
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|
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(135
|
)
|
||
Equity in loss of investee companies, net of tax
|
(17
|
)
|
|
(14
|
)
|
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Net earnings
|
$
|
1,583
|
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|
$
|
511
|
|
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|
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||||
Basic net earnings per common share
|
$
|
4.24
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$
|
1.34
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|
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||||
Diluted net earnings per common share
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$
|
4.21
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$
|
1.32
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||||
Weighted average number of common shares outstanding:
|
|
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|
||||
Basic
|
373
|
|
|
382
|
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Diluted
|
376
|
|
|
386
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|
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Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net earnings
|
$
|
1,583
|
|
|
$
|
511
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Cumulative translation adjustments
|
3
|
|
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(6
|
)
|
||
Amortization of net actuarial loss
|
14
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|
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15
|
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Total other comprehensive income, net of tax
|
17
|
|
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9
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Total comprehensive income
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$
|
1,600
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$
|
520
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At
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At
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||||||||
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March 31, 2019
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December 31, 2018
|
||||||||
ASSETS
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Current Assets:
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Cash and cash equivalents
|
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$
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500
|
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$
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322
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Receivables, less allowances of $45 (2019) and $41 (2018)
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4,147
|
|
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|
4,041
|
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Programming and other inventory (Note 4)
|
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1,533
|
|
|
|
|
1,988
|
|
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Prepaid income taxes
|
|
—
|
|
|
|
|
27
|
|
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Prepaid expenses
|
|
152
|
|
|
|
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149
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Other current assets
|
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400
|
|
|
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225
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Total current assets
|
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6,732
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6,752
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Property and equipment
|
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2,963
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|
|
|
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2,926
|
|
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Less accumulated depreciation and amortization
|
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1,769
|
|
|
|
|
1,717
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Net property and equipment
|
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1,194
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|
|
|
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1,209
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Programming and other inventory (Note 4)
|
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4,313
|
|
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|
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3,883
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Goodwill
|
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5,062
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4,920
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Intangible assets
|
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2,665
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|
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|
2,638
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Operating lease assets (Note 12)
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952
|
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—
|
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Deferred income tax assets, net
|
|
797
|
|
|
|
|
29
|
|
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Other assets
|
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2,360
|
|
|
|
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2,395
|
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Assets held for sale
|
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—
|
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|
|
|
33
|
|
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Total Assets
|
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$
|
24,075
|
|
|
|
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$
|
21,859
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current Liabilities:
|
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Accounts payable
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$
|
273
|
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$
|
201
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Accrued compensation
|
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197
|
|
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|
346
|
|
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Participants’ share and royalties payable
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1,157
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|
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1,177
|
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Accrued programming and production costs
|
|
804
|
|
|
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|
704
|
|
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Income taxes payable
|
|
299
|
|
|
|
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—
|
|
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Commercial paper (Note 6)
|
|
—
|
|
|
|
|
674
|
|
|
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Accrued expenses and other current liabilities
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1,762
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1,471
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Total current liabilities
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4,492
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4,573
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Long-term debt (Note 6)
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|
9,358
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9,465
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|
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Pension and postretirement benefit obligations
|
|
1,377
|
|
|
|
|
1,388
|
|
|
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Deferred income tax liabilities, net
|
|
538
|
|
|
|
|
399
|
|
|
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Noncurrent operating lease liabilities (Note 12)
|
|
866
|
|
|
|
|
—
|
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|
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Other liabilities
|
|
3,095
|
|
|
|
|
3,230
|
|
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|
|
|
|
|
|
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|
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|
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Commitments and contingencies (Note 13)
|
|
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|
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|
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|
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|
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Stockholders’ Equity:
|
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|
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Class A Common Stock, par value $.001 per share; 375 shares authorized;
23 (2019) and 35 (2018) shares issued |
|
—
|
|
|
|
|
—
|
|
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Class B Common Stock, par value $.001 per share; 5,000 shares authorized;
851 (2019) and 838 (2018) shares issued |
|
1
|
|
|
|
|
1
|
|
|
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Additional paid-in capital
|
|
43,582
|
|
|
|
|
43,637
|
|
|
||
Accumulated deficit
|
|
(15,442
|
)
|
|
|
|
(17,201
|
)
|
|
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Accumulated other comprehensive loss (Note 8)
|
|
(934
|
)
|
|
|
|
(775
|
)
|
|
||
|
|
27,207
|
|
|
|
|
25,662
|
|
|
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Less treasury stock, at cost; 500 (2019 and 2018) Class B shares
|
|
22,858
|
|
|
|
|
22,858
|
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|
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Total Stockholders’ Equity
|
|
4,349
|
|
|
|
|
2,804
|
|
|
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Total Liabilities and Stockholders’ Equity
|
|
$
|
24,075
|
|
|
|
|
$
|
21,859
|
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Operating Activities:
|
|
|
|
||||
Net earnings
|
$
|
1,583
|
|
|
$
|
511
|
|
Adjustments to reconcile net earnings to net cash flow provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
53
|
|
|
56
|
|
||
Deferred tax (benefit) provision
|
(629
|
)
|
|
79
|
|
||
Stock-based compensation
|
39
|
|
|
44
|
|
||
Equity in loss of investee companies, net of tax and distributions
|
17
|
|
|
14
|
|
||
Gain on sale of assets
|
(549
|
)
|
|
—
|
|
||
Change in assets and liabilities, net of investing and financing activities
|
(76
|
)
|
|
13
|
|
||
Net cash flow provided by operating activities
|
438
|
|
|
717
|
|
||
Investing Activities:
|
|
|
|
|
|
||
Investments in and advances to investee companies
|
(42
|
)
|
|
(40
|
)
|
||
Capital expenditures
|
(27
|
)
|
|
(30
|
)
|
||
Acquisitions, net of cash acquired
|
(39
|
)
|
|
—
|
|
||
Proceeds from dispositions
|
741
|
|
|
—
|
|
||
Other investing activities
|
2
|
|
|
3
|
|
||
Net cash flow provided by (used for) investing activities from continuing operations
|
635
|
|
|
(67
|
)
|
||
Net cash flow used for investing activities from discontinued operations
|
—
|
|
|
(23
|
)
|
||
Net cash flow provided by (used for) investing activities
|
635
|
|
|
(90
|
)
|
||
Financing Activities:
|
|
|
|
|
|
||
Repayments of short-term debt borrowings, net
|
(674
|
)
|
|
(462
|
)
|
||
Proceeds from issuance of senior notes
|
493
|
|
|
—
|
|
||
Repayment of senior notes
|
(600
|
)
|
|
—
|
|
||
Payment of capital lease obligations
|
(3
|
)
|
|
(4
|
)
|
||
Payment of contingent consideration
|
—
|
|
|
(5
|
)
|
||
Dividends
|
(70
|
)
|
|
(71
|
)
|
||
Purchase of Company common stock
|
(14
|
)
|
|
(186
|
)
|
||
Payment of payroll taxes in lieu of issuing shares for stock-based compensation
|
(37
|
)
|
|
(52
|
)
|
||
Proceeds from exercise of stock options
|
11
|
|
|
16
|
|
||
Other financing activities
|
—
|
|
|
(1
|
)
|
||
Net cash flow used for financing activities
|
(894
|
)
|
|
(765
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
179
|
|
|
(138
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
(includes $120 (2019) and $0 (2018) of restricted cash)
|
442
|
|
|
285
|
|
||
Cash, cash equivalents and restricted cash at end of period
(includes $121 (2019) and $0 (2018) of restricted cash)
|
$
|
621
|
|
|
$
|
147
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
178
|
|
|
$
|
182
|
|
Cash paid for income taxes
|
$
|
34
|
|
|
$
|
29
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Class A Common Stock:
|
|
|
|
||||
Balance, beginning and end of period
|
$
|
—
|
|
|
$
|
—
|
|
Class B Common Stock:
|
|
|
|
||||
Balance, beginning and end of period
|
1
|
|
|
1
|
|
||
Additional Paid-In Capital:
|
|
|
|
||||
Balance, beginning of period
|
43,637
|
|
|
43,797
|
|
||
Stock-based compensation
|
39
|
|
|
51
|
|
||
Exercise of stock options
|
11
|
|
|
16
|
|
||
Retirement of treasury stock
|
(37
|
)
|
|
(52
|
)
|
||
Dividends
|
(68
|
)
|
|
(69
|
)
|
||
Balance, end of period
|
43,582
|
|
|
43,743
|
|
||
Accumulated Deficit:
|
|
|
|
||||
Balance, beginning of period
|
(17,201
|
)
|
|
(18,900
|
)
|
||
Net earnings
|
1,583
|
|
|
511
|
|
||
Adoption of new revenue recognition standard
|
—
|
|
|
(261
|
)
|
||
Reclassification of income tax effects of the Tax Reform Act (Note 1)
|
176
|
|
|
—
|
|
||
Balance, end of period
|
(15,442
|
)
|
|
(18,650
|
)
|
||
Accumulated Other Comprehensive Loss:
|
|
|
|
||||
Balance, beginning of period
|
(775
|
)
|
|
(662
|
)
|
||
Other comprehensive income
|
17
|
|
|
9
|
|
||
Reclassification of income tax effects of the Tax Reform Act (Note 1)
|
(176
|
)
|
|
—
|
|
||
Balance, end of period
|
(934
|
)
|
|
(653
|
)
|
||
Treasury Stock, at cost:
|
|
|
|
||||
Balance, beginning of period
|
(22,858
|
)
|
|
(22,258
|
)
|
||
Class B Common Stock purchased
|
—
|
|
|
(200
|
)
|
||
Shares paid for tax withholding for stock-based compensation
|
(37
|
)
|
|
(52
|
)
|
||
Retirement of treasury stock
|
37
|
|
|
52
|
|
||
Balance, end of period
|
(22,858
|
)
|
|
(22,458
|
)
|
||
Total Stockholders’ Equity
|
$
|
4,349
|
|
|
$
|
1,983
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
(in millions)
|
2019
|
|
2018
|
||
Weighted average shares for basic EPS
|
373
|
|
|
382
|
|
Dilutive effect of shares issuable under stock-based compensation plans
|
3
|
|
|
4
|
|
Weighted average shares for diluted EPS
|
376
|
|
|
386
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
RSUs and PSUs
|
$
|
33
|
|
|
$
|
38
|
|
Stock options
|
6
|
|
|
6
|
|
||
Stock-based compensation expense, before income taxes
|
39
|
|
|
44
|
|
||
Related tax benefit
|
(9
|
)
|
|
(11
|
)
|
||
Stock-based compensation expense, net of tax benefit
|
$
|
30
|
|
|
$
|
33
|
|
|
Balance at
|
|
2019
|
|
2019
|
|
Balance at
|
||||||||||||||||
|
December 31, 2018
|
|
Charges
|
|
Settlements
|
|
March 31, 2019
|
||||||||||||||||
Entertainment
|
|
$
|
31
|
|
|
|
|
$
|
48
|
|
|
|
|
$
|
(10
|
)
|
|
|
|
$
|
69
|
|
|
Cable Networks
|
|
—
|
|
|
|
|
5
|
|
|
|
|
—
|
|
|
|
|
5
|
|
|
||||
Publishing
|
|
2
|
|
|
|
|
5
|
|
|
|
|
—
|
|
|
|
|
7
|
|
|
||||
Local Media
|
|
23
|
|
|
|
|
28
|
|
|
|
|
(5
|
)
|
|
|
|
46
|
|
|
||||
Corporate
|
|
12
|
|
|
|
|
22
|
|
|
|
|
(12
|
)
|
|
|
|
22
|
|
|
||||
Total
|
|
$
|
68
|
|
|
|
|
$
|
108
|
|
|
|
|
$
|
(27
|
)
|
|
|
|
$
|
149
|
|
|
|
Balance at
|
|
2018
|
|
2018
|
|
Balance at
|
||||||||||||||||
|
December 31, 2017
|
|
Charges
|
|
Settlements
|
|
December 31, 2018
|
||||||||||||||||
Entertainment
|
|
$
|
39
|
|
|
|
|
$
|
27
|
|
|
|
|
$
|
(35
|
)
|
|
|
|
$
|
31
|
|
|
Publishing
|
|
3
|
|
|
|
|
1
|
|
|
|
|
(2
|
)
|
|
|
|
2
|
|
|
||||
Local Media
|
|
11
|
|
|
|
|
18
|
|
|
|
|
(6
|
)
|
|
|
|
23
|
|
|
||||
Corporate
|
|
2
|
|
|
|
|
21
|
|
|
|
|
(11
|
)
|
|
|
|
12
|
|
|
||||
Total
|
|
$
|
55
|
|
|
|
|
$
|
67
|
|
|
|
|
$
|
(54
|
)
|
|
|
|
$
|
68
|
|
|
|
At
|
|
At
|
||||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
Acquired program rights
|
|
$
|
2,014
|
|
|
|
|
$
|
2,400
|
|
|
Acquired television library
|
|
99
|
|
|
|
|
99
|
|
|
||
Internally produced programming:
|
|
|
|
|
|
|
|
||||
Released
|
|
2,843
|
|
|
|
|
2,477
|
|
|
||
In process and other
|
|
827
|
|
|
|
|
839
|
|
|
||
Publishing, primarily finished goods
|
|
63
|
|
|
|
|
56
|
|
|
||
Total programming and other inventory
|
|
5,846
|
|
|
|
|
5,871
|
|
|
||
Less current portion
|
|
1,533
|
|
|
|
|
1,988
|
|
|
||
Total noncurrent programming and other inventory
|
|
$
|
4,313
|
|
|
|
|
$
|
3,883
|
|
|
|
At
|
|
At
|
||||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
Receivables
|
|
$
|
36
|
|
|
|
|
$
|
38
|
|
|
Other assets (Receivables, noncurrent)
|
|
19
|
|
|
|
|
23
|
|
|
||
Total amounts due from Viacom
|
|
$
|
55
|
|
|
|
|
$
|
61
|
|
|
|
At
|
|
At
|
||||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
Commercial paper
|
|
$
|
—
|
|
|
|
|
$
|
674
|
|
|
Senior debt (2.30% - 7.875% due 2019 - 2045) (a)
|
|
9,328
|
|
|
|
|
9,435
|
|
|
||
Obligations under finance leases
|
|
41
|
|
|
|
|
43
|
|
|
||
Total debt
|
|
9,369
|
|
|
|
|
10,152
|
|
|
||
Less commercial paper
|
|
—
|
|
|
|
|
674
|
|
|
||
Less current portion of long-term debt
|
|
11
|
|
|
|
|
13
|
|
|
||
Total long-term debt, net of current portion
|
|
$
|
9,358
|
|
|
|
|
$
|
9,465
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
Three Months Ended March 31,
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Components of net periodic cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
39
|
|
|
37
|
|
|
4
|
|
|
4
|
|
||||
Expected return on plan assets
|
(38
|
)
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of actuarial loss (gain) (a)
|
23
|
|
|
24
|
|
|
(5
|
)
|
|
(5
|
)
|
||||
Net periodic cost
|
$
|
31
|
|
|
$
|
24
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
Cumulative
Translation
Adjustments
|
|
Net Actuarial
Loss and Prior
Service Cost
|
|
Accumulated
Other
Comprehensive Loss
|
||||||||
At December 31, 2018
|
$
|
133
|
|
|
$
|
(908
|
)
|
|
|
$
|
(775
|
)
|
|
Other comprehensive income before reclassifications
|
3
|
|
|
—
|
|
|
|
3
|
|
|
|||
Reclassifications to net earnings
|
—
|
|
|
14
|
|
(a)
|
|
14
|
|
|
|||
Other comprehensive income
|
3
|
|
|
14
|
|
|
|
17
|
|
|
|||
Tax effects reclassified to accumulated deficit
|
—
|
|
|
(176
|
)
|
(b)
|
|
(176
|
)
|
|
|||
At March 31, 2019
|
$
|
136
|
|
|
$
|
(1,070
|
)
|
|
|
$
|
(934
|
)
|
|
|
Cumulative
Translation
Adjustments
|
|
Net Actuarial
Loss and Prior
Service Cost
|
|
Accumulated
Other
Comprehensive Loss
|
||||||||
At December 31, 2017
|
$
|
159
|
|
|
$
|
(821
|
)
|
|
|
$
|
(662
|
)
|
|
Other comprehensive loss before reclassifications
|
(6
|
)
|
|
—
|
|
|
|
(6
|
)
|
|
|||
Reclassifications to net earnings
|
—
|
|
|
15
|
|
(a)
|
|
15
|
|
|
|||
Other comprehensive income (loss)
|
(6
|
)
|
|
15
|
|
|
|
9
|
|
|
|||
At March 31, 2018
|
$
|
153
|
|
|
$
|
(806
|
)
|
|
|
$
|
(653
|
)
|
|
(a)
|
Reflects amortization of net actuarial losses (see Note 7). Amounts are net of tax benefits of $4 million for each of the three months ended March 31, 2019 and 2018.
|
(b)
|
Reflects the reclassification of certain income tax effects of the Tax Reform Act on items within accumulated other comprehensive loss to accumulated deficit upon the adoption of new FASB guidance (see Note 1).
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Provision for income taxes before discrete items
|
$
|
(112
|
)
|
|
$
|
(134
|
)
|
Tax benefit from transfer of assets (a)
|
768
|
|
|
—
|
|
||
Provision for gain on sale of assets (b)
|
(163
|
)
|
|
—
|
|
||
Other discrete items
|
3
|
|
|
(1
|
)
|
||
Benefit (provision) for income taxes
|
$
|
496
|
|
|
$
|
(135
|
)
|
Effective income tax rate
|
(44.9
|
)%
|
|
20.5
|
%
|
|
Three Months Ended
|
|
||||||
|
March 31,
|
|
||||||
|
2019
|
|
2018
|
Financial Statement Account
|
||||
Non-designated foreign exchange contracts
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
Other items, net
|
At March 31, 2019
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency hedges
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Total Assets
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation
|
$
|
—
|
|
|
$
|
340
|
|
|
$
|
—
|
|
|
$
|
340
|
|
Foreign currency hedges
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
341
|
|
|
$
|
—
|
|
|
$
|
341
|
|
At December 31, 2018
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign currency hedges
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Total Assets
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation
|
$
|
—
|
|
|
$
|
336
|
|
|
$
|
—
|
|
|
$
|
336
|
|
Foreign currency hedges
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
337
|
|
|
$
|
—
|
|
|
$
|
337
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
|
|
||
Entertainment
|
$
|
3,176
|
|
|
$
|
2,753
|
|
Cable Networks
|
552
|
|
|
571
|
|
||
Publishing
|
164
|
|
|
160
|
|
||
Local Media
|
457
|
|
|
415
|
|
||
Corporate/Eliminations
|
(182
|
)
|
|
(138
|
)
|
||
Total Revenues
|
$
|
4,167
|
|
|
$
|
3,761
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Intercompany Revenues:
|
|
|
|
||||
Entertainment
|
$
|
183
|
|
|
$
|
139
|
|
Cable Networks
|
1
|
|
|
—
|
|
||
Local Media
|
5
|
|
|
5
|
|
||
Total Intercompany Revenues
|
$
|
189
|
|
|
$
|
144
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Segment Operating Income (Loss):
|
|
|
|
||||
Entertainment
|
$
|
530
|
|
|
$
|
486
|
|
Cable Networks
|
175
|
|
|
236
|
|
||
Publishing
|
17
|
|
|
16
|
|
||
Local Media
|
138
|
|
|
118
|
|
||
Corporate
|
(67
|
)
|
|
(75
|
)
|
||
Restructuring and other corporate matters
|
(114
|
)
|
|
(9
|
)
|
||
Gain on sale of assets
|
549
|
|
|
—
|
|
||
Operating income
|
1,228
|
|
|
772
|
|
||
Interest expense
|
(117
|
)
|
|
(118
|
)
|
||
Interest income
|
14
|
|
|
17
|
|
||
Other items, net
|
(21
|
)
|
|
(11
|
)
|
||
Earnings before income taxes and equity in loss of investee companies
|
1,104
|
|
|
660
|
|
||
Benefit (provision) for income taxes
|
496
|
|
|
(135
|
)
|
||
Equity in loss of investee companies, net of tax
|
(17
|
)
|
|
(14
|
)
|
||
Net earnings
|
$
|
1,583
|
|
|
$
|
511
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Depreciation and Amortization:
|
|
|
|
||||
Entertainment
|
$
|
30
|
|
|
$
|
31
|
|
Cable Networks
|
4
|
|
|
5
|
|
||
Publishing
|
1
|
|
|
1
|
|
||
Local Media
|
11
|
|
|
11
|
|
||
Corporate
|
7
|
|
|
8
|
|
||
Total Depreciation and Amortization
|
$
|
53
|
|
|
$
|
56
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Stock-based Compensation:
|
|
|
|
||||
Entertainment
|
$
|
16
|
|
|
$
|
15
|
|
Cable Networks
|
3
|
|
|
3
|
|
||
Publishing
|
1
|
|
|
1
|
|
||
Local Media
|
3
|
|
|
3
|
|
||
Corporate
|
16
|
|
|
22
|
|
||
Total Stock-based Compensation
|
$
|
39
|
|
|
$
|
44
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Capital Expenditures:
|
|
|
|
||||
Entertainment
|
$
|
20
|
|
|
$
|
18
|
|
Cable Networks
|
3
|
|
|
3
|
|
||
Publishing
|
—
|
|
|
1
|
|
||
Local Media
|
2
|
|
|
4
|
|
||
Corporate
|
2
|
|
|
4
|
|
||
Total Capital Expenditures
|
$
|
27
|
|
|
$
|
30
|
|
|
At
|
|
At
|
||||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||
Entertainment (a)
|
|
$
|
14,981
|
|
|
|
|
$
|
13,579
|
|
|
Cable Networks
|
|
3,200
|
|
|
|
|
2,693
|
|
|
||
Publishing
|
|
1,201
|
|
|
|
|
1,054
|
|
|
||
Local Media
|
|
4,181
|
|
|
|
|
4,037
|
|
|
||
Corporate/Eliminations
|
|
498
|
|
|
|
|
484
|
|
|
||
Discontinued operations
|
|
14
|
|
|
|
|
12
|
|
|
||
Total Assets
|
|
$
|
24,075
|
|
|
|
|
$
|
21,859
|
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
Revenues by Type
|
2019
|
|
2018
|
||||
Advertising
|
$
|
2,044
|
|
|
$
|
1,733
|
|
Content licensing and distribution:
|
|
|
|
||||
Programming
|
799
|
|
|
835
|
|
||
Publishing
|
164
|
|
|
160
|
|
||
Affiliate and subscription fees
|
1,111
|
|
|
979
|
|
||
Other
|
49
|
|
|
54
|
|
||
Total Revenues
|
$
|
4,167
|
|
|
$
|
3,761
|
|
|
Leases
|
||||||
|
Operating
|
|
Finance
|
||||
Right-of-Use Assets
|
|
|
|
||||
Operating lease assets
|
$
|
952
|
|
|
$
|
—
|
|
Property and equipment, net
|
$
|
—
|
|
|
$
|
36
|
|
|
|
|
|
||||
Lease Liabilities
|
|
|
|
||||
Accrued expenses and other current liabilities
|
$
|
157
|
|
|
$
|
12
|
|
Noncurrent operating lease liabilities
|
866
|
|
|
—
|
|
||
Long-term debt
|
—
|
|
|
29
|
|
||
Total Liabilities
|
$
|
1,023
|
|
|
$
|
41
|
|
|
Leases
|
||||
|
Operating
|
|
Finance
|
||
Weighted average remaining lease term
|
9 years
|
|
|
4 years
|
|
|
|
|
|
||
Weighted average discount rate
|
4.3
|
%
|
|
4.2
|
%
|
|
Three Months Ended
|
||||
|
March 31, 2019
|
||||
Operating lease cost (a) (b)
|
|
$
|
54
|
|
|
Finance lease cost:
|
|
|
|
||
Amortization of right-of-use assets
|
|
3
|
|
|
|
Interest expense on lease liabilities
|
|
—
|
|
|
|
Short-term lease cost (b) (c)
|
|
17
|
|
|
|
Variable lease cost (d)
|
|
6
|
|
|
|
Sublease income
|
|
(6
|
)
|
|
|
Total lease cost
|
|
$
|
74
|
|
|
|
Leases
|
||||||
|
Operating
|
|
Finance
|
||||
2019 (April 1 through December 31)
|
$
|
154
|
|
|
$
|
11
|
|
2020
|
162
|
|
|
12
|
|
||
2021
|
154
|
|
|
11
|
|
||
2022
|
130
|
|
|
7
|
|
||
2023
|
118
|
|
|
2
|
|
||
2024 and thereafter
|
557
|
|
|
2
|
|
||
Total minimum payments
|
1,275
|
|
|
45
|
|
||
Less amounts representing interest
|
252
|
|
|
4
|
|
||
Present value of minimum payments
|
$
|
1,023
|
|
|
$
|
41
|
|
|
Leases
|
||||||
|
Operating
|
|
Finance
|
||||
2019
|
$
|
174
|
|
|
$
|
13
|
|
2020
|
129
|
|
|
12
|
|
||
2021
|
122
|
|
|
11
|
|
||
2022
|
110
|
|
|
7
|
|
||
2023
|
101
|
|
|
2
|
|
||
2024 and thereafter
|
465
|
|
|
2
|
|
||
Total minimum payments
|
$
|
1,101
|
|
|
$
|
47
|
|
Less amounts representing interest
|
|
|
4
|
|
|||
Present value of minimum payments
|
|
|
|
$
|
43
|
|
2019 (April 1 through December 31)
|
$
|
40
|
|
2020
|
50
|
|
|
2021
|
46
|
|
|
2022
|
43
|
|
|
2023
|
43
|
|
|
2024 and thereafter
|
85
|
|
|
Total
|
$
|
307
|
|
|
Statement of Operations
|
|
Statement of Operations
|
||||||||||||||||||
|
For the Three Months Ended March 31, 2019
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Revenues
|
$
|
46
|
|
|
$
|
3
|
|
|
$
|
4,118
|
|
|
$
|
—
|
|
|
$
|
4,167
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
26
|
|
|
1
|
|
|
2,721
|
|
|
—
|
|
|
2,748
|
|
|||||
Selling, general and administrative
|
14
|
|
|
57
|
|
|
502
|
|
|
—
|
|
|
573
|
|
|||||
Depreciation and amortization
|
1
|
|
|
5
|
|
|
47
|
|
|
—
|
|
|
53
|
|
|||||
Restructuring and other corporate matters
|
3
|
|
|
23
|
|
|
88
|
|
|
—
|
|
|
114
|
|
|||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(549
|
)
|
|
—
|
|
|
(549
|
)
|
|||||
Total costs and expenses
|
44
|
|
|
86
|
|
|
2,809
|
|
|
—
|
|
|
2,939
|
|
|||||
Operating income (loss)
|
2
|
|
|
(83
|
)
|
|
1,309
|
|
|
—
|
|
|
1,228
|
|
|||||
Interest (expense) income, net
|
(137
|
)
|
|
(131
|
)
|
|
165
|
|
|
—
|
|
|
(103
|
)
|
|||||
Other items, net
|
(8
|
)
|
|
(11
|
)
|
|
(2
|
)
|
|
—
|
|
|
(21
|
)
|
|||||
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies
|
(143
|
)
|
|
(225
|
)
|
|
1,472
|
|
|
—
|
|
|
1,104
|
|
|||||
Benefit from income taxes
|
29
|
|
|
46
|
|
|
421
|
|
|
—
|
|
|
496
|
|
|||||
Equity in earnings (loss) of investee companies, net of tax
|
1,697
|
|
|
(58
|
)
|
|
(17
|
)
|
|
(1,639
|
)
|
|
(17
|
)
|
|||||
Net earnings (loss)
|
$
|
1,583
|
|
|
$
|
(237
|
)
|
|
$
|
1,876
|
|
|
$
|
(1,639
|
)
|
|
$
|
1,583
|
|
Total comprehensive income (loss)
|
$
|
1,600
|
|
|
$
|
(239
|
)
|
|
$
|
1,872
|
|
|
$
|
(1,633
|
)
|
|
$
|
1,600
|
|
|
Statement of Operations
|
|
Statement of Operations
|
||||||||||||||||||
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Revenues
|
$
|
43
|
|
|
$
|
3
|
|
|
$
|
3,715
|
|
|
$
|
—
|
|
|
$
|
3,761
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating
|
25
|
|
|
1
|
|
|
2,374
|
|
|
—
|
|
|
2,400
|
|
|||||
Selling, general and administrative
|
13
|
|
|
64
|
|
|
447
|
|
|
—
|
|
|
524
|
|
|||||
Depreciation and amortization
|
1
|
|
|
6
|
|
|
49
|
|
|
—
|
|
|
56
|
|
|||||
Restructuring and other corporate matters
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Total costs and expenses
|
39
|
|
|
80
|
|
|
2,870
|
|
|
—
|
|
|
2,989
|
|
|||||
Operating income (loss)
|
4
|
|
|
(77
|
)
|
|
845
|
|
|
—
|
|
|
772
|
|
|||||
Interest (expense) income, net
|
(130
|
)
|
|
(122
|
)
|
|
151
|
|
|
—
|
|
|
(101
|
)
|
|||||
Other items, net
|
(7
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies
|
(133
|
)
|
|
(201
|
)
|
|
994
|
|
|
—
|
|
|
660
|
|
|||||
Benefit (provision) for income taxes
|
27
|
|
|
41
|
|
|
(203
|
)
|
|
—
|
|
|
(135
|
)
|
|||||
Equity in earnings (loss) of investee companies, net of tax
|
617
|
|
|
413
|
|
|
(14
|
)
|
|
(1,030
|
)
|
|
(14
|
)
|
|||||
Net earnings
|
$
|
511
|
|
|
$
|
253
|
|
|
$
|
777
|
|
|
$
|
(1,030
|
)
|
|
$
|
511
|
|
Total comprehensive income
|
$
|
520
|
|
|
$
|
246
|
|
|
$
|
780
|
|
|
$
|
(1,026
|
)
|
|
$
|
520
|
|
|
Balance Sheet
|
||||||||||||||||||
|
At March 31, 2019
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
177
|
|
|
$
|
—
|
|
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
500
|
|
Receivables, net
|
24
|
|
|
1
|
|
|
4,122
|
|
|
—
|
|
|
4,147
|
|
|||||
Programming and other inventory
|
2
|
|
|
2
|
|
|
1,529
|
|
|
—
|
|
|
1,533
|
|
|||||
Prepaid expenses and other current assets
|
13
|
|
|
45
|
|
|
529
|
|
|
(35
|
)
|
|
552
|
|
|||||
Total current assets
|
216
|
|
|
48
|
|
|
6,503
|
|
|
(35
|
)
|
|
6,732
|
|
|||||
Property and equipment
|
30
|
|
|
225
|
|
|
2,708
|
|
|
—
|
|
|
2,963
|
|
|||||
Less accumulated depreciation and amortization
|
14
|
|
|
189
|
|
|
1,566
|
|
|
—
|
|
|
1,769
|
|
|||||
Net property and equipment
|
16
|
|
|
36
|
|
|
1,142
|
|
|
—
|
|
|
1,194
|
|
|||||
Programming and other inventory
|
5
|
|
|
4
|
|
|
4,304
|
|
|
—
|
|
|
4,313
|
|
|||||
Goodwill
|
98
|
|
|
62
|
|
|
4,902
|
|
|
—
|
|
|
5,062
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
2,665
|
|
|
—
|
|
|
2,665
|
|
|||||
Operating lease assets
|
6
|
|
|
114
|
|
|
832
|
|
|
—
|
|
|
952
|
|
|||||
Investments in consolidated subsidiaries
|
49,466
|
|
|
16,844
|
|
|
—
|
|
|
(66,310
|
)
|
|
—
|
|
|||||
Deferred income tax assets, net
|
—
|
|
|
—
|
|
|
797
|
|
|
—
|
|
|
797
|
|
|||||
Other assets
|
280
|
|
|
—
|
|
|
2,080
|
|
|
—
|
|
|
2,360
|
|
|||||
Intercompany
|
—
|
|
|
267
|
|
|
32,934
|
|
|
(33,201
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
50,087
|
|
|
$
|
17,375
|
|
|
$
|
56,159
|
|
|
$
|
(99,546
|
)
|
|
$
|
24,075
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
260
|
|
|
$
|
—
|
|
|
$
|
273
|
|
Participants’ share and royalties payable
|
—
|
|
|
—
|
|
|
1,157
|
|
|
—
|
|
|
1,157
|
|
|||||
Accrued programming and production costs
|
3
|
|
|
2
|
|
|
799
|
|
|
—
|
|
|
804
|
|
|||||
Accrued expenses and other current liabilities
|
580
|
|
|
259
|
|
|
1,454
|
|
|
(35
|
)
|
|
2,258
|
|
|||||
Total current liabilities
|
587
|
|
|
270
|
|
|
3,670
|
|
|
(35
|
)
|
|
4,492
|
|
|||||
Long-term debt
|
9,282
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
9,358
|
|
|||||
Noncurrent operating lease liabilities
|
5
|
|
|
109
|
|
|
752
|
|
|
—
|
|
|
866
|
|
|||||
Other liabilities
|
2,663
|
|
|
207
|
|
|
2,140
|
|
|
—
|
|
|
5,010
|
|
|||||
Intercompany
|
33,201
|
|
|
—
|
|
|
—
|
|
|
(33,201
|
)
|
|
—
|
|
|||||
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock
|
—
|
|
|
—
|
|
|
126
|
|
|
(126
|
)
|
|
—
|
|
|||||
Common stock
|
1
|
|
|
123
|
|
|
590
|
|
|
(713
|
)
|
|
1
|
|
|||||
Additional paid-in capital
|
43,582
|
|
|
—
|
|
|
60,894
|
|
|
(60,894
|
)
|
|
43,582
|
|
|||||
Retained earnings (accumulated deficit)
|
(15,442
|
)
|
|
16,977
|
|
|
(7,329
|
)
|
|
(9,648
|
)
|
|
(15,442
|
)
|
|||||
Accumulated other comprehensive income (loss)
|
(934
|
)
|
|
20
|
|
|
40
|
|
|
(60
|
)
|
|
(934
|
)
|
|||||
|
27,207
|
|
|
17,120
|
|
|
54,321
|
|
|
(71,441
|
)
|
|
27,207
|
|
|||||
Less treasury stock, at cost
|
22,858
|
|
|
331
|
|
|
4,800
|
|
|
(5,131
|
)
|
|
22,858
|
|
|||||
Total Stockholders’ Equity
|
4,349
|
|
|
16,789
|
|
|
49,521
|
|
|
(66,310
|
)
|
|
4,349
|
|
|||||
Total Liabilities and Stockholders’ Equity
|
$
|
50,087
|
|
|
$
|
17,375
|
|
|
$
|
56,159
|
|
|
$
|
(99,546
|
)
|
|
$
|
24,075
|
|
|
Balance Sheet
|
||||||||||||||||||
|
At December 31, 2018
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
148
|
|
|
$
|
—
|
|
|
$
|
174
|
|
|
$
|
—
|
|
|
$
|
322
|
|
Receivables, net
|
27
|
|
|
1
|
|
|
4,013
|
|
|
—
|
|
|
4,041
|
|
|||||
Programming and other inventory
|
2
|
|
|
2
|
|
|
1,984
|
|
|
—
|
|
|
1,988
|
|
|||||
Prepaid expenses and other current assets
|
81
|
|
|
46
|
|
|
310
|
|
|
(36
|
)
|
|
401
|
|
|||||
Total current assets
|
258
|
|
|
49
|
|
|
6,481
|
|
|
(36
|
)
|
|
6,752
|
|
|||||
Property and equipment
|
31
|
|
|
223
|
|
|
2,672
|
|
|
—
|
|
|
2,926
|
|
|||||
Less accumulated depreciation and amortization
|
14
|
|
|
184
|
|
|
1,519
|
|
|
—
|
|
|
1,717
|
|
|||||
Net property and equipment
|
17
|
|
|
39
|
|
|
1,153
|
|
|
—
|
|
|
1,209
|
|
|||||
Programming and other inventory
|
5
|
|
|
4
|
|
|
3,874
|
|
|
—
|
|
|
3,883
|
|
|||||
Goodwill
|
98
|
|
|
62
|
|
|
4,760
|
|
|
—
|
|
|
4,920
|
|
|||||
Intangible assets
|
—
|
|
|
—
|
|
|
2,638
|
|
|
—
|
|
|
2,638
|
|
|||||
Investments in consolidated subsidiaries
|
47,600
|
|
|
16,901
|
|
|
—
|
|
|
(64,501
|
)
|
|
—
|
|
|||||
Deferred income tax assets, net
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|||||
Other assets
|
281
|
|
|
—
|
|
|
2,114
|
|
|
—
|
|
|
2,395
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
|||||
Intercompany
|
—
|
|
|
526
|
|
|
31,686
|
|
|
(32,212
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
48,259
|
|
|
$
|
17,581
|
|
|
$
|
52,768
|
|
|
$
|
(96,749
|
)
|
|
$
|
21,859
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
5
|
|
|
$
|
31
|
|
|
$
|
165
|
|
|
$
|
—
|
|
|
$
|
201
|
|
Participants’ share and royalties payable
|
—
|
|
|
—
|
|
|
1,177
|
|
|
—
|
|
|
1,177
|
|
|||||
Accrued programming and production costs
|
3
|
|
|
2
|
|
|
699
|
|
|
—
|
|
|
704
|
|
|||||
Commercial paper
|
674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
674
|
|
|||||
Accrued expenses and other current liabilities
|
396
|
|
|
308
|
|
|
1,149
|
|
|
(36
|
)
|
|
1,817
|
|
|||||
Total current liabilities
|
1,078
|
|
|
341
|
|
|
3,190
|
|
|
(36
|
)
|
|
4,573
|
|
|||||
Long-term debt
|
9,388
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
9,465
|
|
|||||
Other liabilities
|
2,777
|
|
|
212
|
|
|
2,028
|
|
|
—
|
|
|
5,017
|
|
|||||
Intercompany
|
32,212
|
|
|
—
|
|
|
—
|
|
|
(32,212
|
)
|
|
—
|
|
|||||
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Preferred stock
|
—
|
|
|
—
|
|
|
126
|
|
|
(126
|
)
|
|
—
|
|
|||||
Common stock
|
1
|
|
|
123
|
|
|
590
|
|
|
(713
|
)
|
|
1
|
|
|||||
Additional paid-in capital
|
43,637
|
|
|
—
|
|
|
60,894
|
|
|
(60,894
|
)
|
|
43,637
|
|
|||||
Retained earnings (accumulated deficit)
|
(17,201
|
)
|
|
17,214
|
|
|
(9,381
|
)
|
|
(7,833
|
)
|
|
(17,201
|
)
|
|||||
Accumulated other comprehensive income (loss)
|
(775
|
)
|
|
22
|
|
|
44
|
|
|
(66
|
)
|
|
(775
|
)
|
|||||
|
25,662
|
|
|
17,359
|
|
|
52,273
|
|
|
(69,632
|
)
|
|
25,662
|
|
|||||
Less treasury stock, at cost
|
22,858
|
|
|
331
|
|
|
4,800
|
|
|
(5,131
|
)
|
|
22,858
|
|
|||||
Total Stockholders’ Equity
|
2,804
|
|
|
17,028
|
|
|
47,473
|
|
|
(64,501
|
)
|
|
2,804
|
|
|||||
Total Liabilities and Stockholders’ Equity
|
$
|
48,259
|
|
|
$
|
17,581
|
|
|
$
|
52,768
|
|
|
$
|
(96,749
|
)
|
|
$
|
21,859
|
|
|
Statement of Cash Flows
|
||||||||||||||||||
|
For the Three Months Ended March 31, 2019
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Net cash flow (used for) provided by operating activities
|
$
|
(197
|
)
|
|
$
|
(153
|
)
|
|
$
|
788
|
|
|
$
|
—
|
|
|
$
|
438
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in and advances to investee companies
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(2
|
)
|
|
(25
|
)
|
|
—
|
|
|
(27
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
Proceeds from dispositions
|
—
|
|
|
—
|
|
|
741
|
|
|
—
|
|
|
741
|
|
|||||
Other investing activities
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Net cash flow provided by (used for) investing activities
|
2
|
|
|
(2
|
)
|
|
635
|
|
|
—
|
|
|
635
|
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of short-term debt borrowings, net
|
(674
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(674
|
)
|
|||||
Proceeds from issuance of senior notes
|
493
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
493
|
|
|||||
Repayment of senior notes
|
(600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(600
|
)
|
|||||
Payment of capital lease obligations
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Dividends
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|||||
Purchase of Company common stock
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||||
Payment of payroll taxes in lieu of issuing
shares for stock-based compensation
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||||
Proceeds from exercise of stock options
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Increase (decrease) in intercompany payables
|
1,116
|
|
|
155
|
|
|
(1,271
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash flow provided by (used for) financing activities
|
225
|
|
|
155
|
|
|
(1,274
|
)
|
|
—
|
|
|
(894
|
)
|
|||||
Net increase in cash, cash equivalents and restricted cash
|
30
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
179
|
|
|||||
Cash, cash equivalents and restricted cash at beginning
of period (includes $120 of restricted cash)
|
268
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
442
|
|
|||||
Cash, cash equivalents and restricted cash at end
of period (includes $121 of restricted cash)
|
$
|
298
|
|
|
$
|
—
|
|
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
621
|
|
|
Statement of Cash Flows
|
||||||||||||||||||
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||
|
CBS Corp.
|
|
CBS
Operations
Inc.
|
|
Non-
Guarantor
Affiliates
|
|
Eliminations
|
|
CBS Corp.
Consolidated
|
||||||||||
Net cash flow (used for) provided by operating activities
|
$
|
(193
|
)
|
|
$
|
(102
|
)
|
|
$
|
1,012
|
|
|
$
|
—
|
|
|
$
|
717
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Investments in and advances to investee companies
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Capital expenditures
|
—
|
|
|
(4
|
)
|
|
(26
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Other investing activities
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Net cash flow provided by (used for) investing activities from continuing operations
|
3
|
|
|
(4
|
)
|
|
(66
|
)
|
|
—
|
|
|
(67
|
)
|
|||||
Net cash flow used for investing activities from discontinued operations
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|||||
Net cash flow used for investing activities
|
(20
|
)
|
|
(4
|
)
|
|
(66
|
)
|
|
—
|
|
|
(90
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Repayments of short-term debt borrowings, net
|
(462
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(462
|
)
|
|||||
Payment of capital lease obligations
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Payment of contingent consideration
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Dividends
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|||||
Purchase of Company common stock
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(186
|
)
|
|||||
Payment of payroll taxes in lieu of issuing
shares for stock-based compensation
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|||||
Proceeds from exercise of stock options
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Other financing activities
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Increase (decrease) in intercompany payables
|
817
|
|
|
107
|
|
|
(924
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash flow provided by (used for) financing activities
|
61
|
|
|
106
|
|
|
(932
|
)
|
|
—
|
|
|
(765
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(152
|
)
|
|
—
|
|
|
14
|
|
|
—
|
|
|
(138
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
173
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
285
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
147
|
|
Item 2.
|
Management’s Discussion and Analysis of Results of Operations and Financial Condition.
|
|
(Tabular dollars in millions, except per share amounts)
|
Consolidated results of operations
|
|
|
|
|
Increase/(Decrease)
|
|
|||||||||
Three Months Ended March 31,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
GAAP:
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
4,167
|
|
|
$
|
3,761
|
|
|
$
|
406
|
|
|
11
|
%
|
|
Operating income
|
$
|
1,228
|
|
|
$
|
772
|
|
|
$
|
456
|
|
|
59
|
%
|
|
Net earnings
|
$
|
1,583
|
|
|
$
|
511
|
|
|
$
|
1,072
|
|
|
n/m
|
|
|
Diluted EPS
|
$
|
4.21
|
|
|
$
|
1.32
|
|
|
$
|
2.89
|
|
|
n/m
|
|
|
Net cash flow provided by operating activities
|
$
|
438
|
|
|
$
|
717
|
|
|
$
|
(279
|
)
|
|
(39
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP: (a)
|
|
|
|
|
|
|
|
|
|||||||
Adjusted operating income
|
$
|
793
|
|
|
$
|
781
|
|
|
$
|
12
|
|
|
2
|
%
|
|
Adjusted net earnings
|
$
|
515
|
|
|
$
|
518
|
|
|
$
|
(3
|
)
|
|
(1
|
)%
|
|
Adjusted diluted EPS
|
$
|
1.37
|
|
|
$
|
1.34
|
|
|
$
|
.03
|
|
|
2
|
%
|
|
Free cash flow
|
$
|
411
|
|
|
$
|
687
|
|
|
$
|
(276
|
)
|
|
(40
|
)%
|
|
|
Three Months Ended March 31, 2019
|
|||||||||||||||||||||||
|
Reported
|
|
Restructuring and Other Corporate Matters (a)
|
|
Gain on Sale of Assets (b)
|
|
Tax
Item (c)
|
|
Adjusted
|
|
||||||||||||||
Operating income
|
$
|
1,228
|
|
|
|
$
|
114
|
|
|
|
|
$
|
(549
|
)
|
|
|
$
|
—
|
|
|
$
|
793
|
|
|
Interest expense
|
(117
|
)
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
(117
|
)
|
|
|||||
Interest income
|
14
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
14
|
|
|
|||||
Other items, net
|
(21
|
)
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
(21
|
)
|
|
|||||
Earnings before income taxes
|
1,104
|
|
|
|
114
|
|
|
|
|
(549
|
)
|
|
|
—
|
|
|
669
|
|
|
|||||
Benefit (provision) for income taxes
|
496
|
|
|
|
(28
|
)
|
|
|
|
163
|
|
|
|
(768
|
)
|
|
(137
|
)
|
|
|||||
Equity in loss of investee companies, net of tax
|
(17
|
)
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
(17
|
)
|
|
|||||
Net earnings
|
$
|
1,583
|
|
|
|
$
|
86
|
|
|
|
|
$
|
(386
|
)
|
|
|
$
|
(768
|
)
|
|
$
|
515
|
|
|
Diluted EPS
|
$
|
4.21
|
|
|
|
$
|
.23
|
|
|
|
|
$
|
(1.03
|
)
|
|
|
$
|
(2.04
|
)
|
|
$
|
1.37
|
|
|
|
Three Months Ended March 31, 2018
|
|||||||||||||
|
Reported
|
|
Corporate Matters (a)
|
|
Adjusted
|
|
||||||||
Operating income
|
$
|
772
|
|
|
|
$
|
9
|
|
|
|
$
|
781
|
|
|
Interest expense
|
(118
|
)
|
|
|
—
|
|
|
|
(118
|
)
|
|
|||
Interest income
|
17
|
|
|
|
—
|
|
|
|
17
|
|
|
|||
Other items, net
|
(11
|
)
|
|
|
—
|
|
|
|
(11
|
)
|
|
|||
Earnings before income taxes
|
660
|
|
|
|
9
|
|
|
|
669
|
|
|
|||
Provision for income taxes
|
(135
|
)
|
|
|
(2
|
)
|
|
|
(137
|
)
|
|
|||
Equity in loss of investee companies, net of tax
|
(14
|
)
|
|
|
—
|
|
|
|
(14
|
)
|
|
|||
Net earnings
|
$
|
511
|
|
|
|
$
|
7
|
|
|
|
$
|
518
|
|
|
Diluted EPS
|
$
|
1.32
|
|
|
|
$
|
.02
|
|
|
|
$
|
1.34
|
|
|
|
Three Months Ended March 31,
|
|
|||||||||||||||||||
|
|
|
% of Total
Revenues
|
|
|
|
% of Total
Revenues
|
|
Increase/(Decrease)
|
|
|||||||||||
Revenues by Type
|
2019
|
|
|
2018
|
|
|
$
|
|
%
|
|
|||||||||||
Advertising
|
$
|
2,044
|
|
|
49
|
%
|
|
$
|
1,733
|
|
|
46
|
%
|
|
$
|
311
|
|
|
18
|
%
|
|
Content licensing and distribution
|
963
|
|
|
23
|
|
|
995
|
|
|
27
|
|
|
(32
|
)
|
|
(3
|
)
|
|
|||
Affiliate and subscription fees
|
1,111
|
|
|
27
|
|
|
979
|
|
|
26
|
|
|
132
|
|
|
13
|
|
|
|||
Other
|
49
|
|
|
1
|
|
|
54
|
|
|
1
|
|
|
(5
|
)
|
|
(9
|
)
|
|
|||
Total Revenues
|
$
|
4,167
|
|
|
100
|
%
|
|
$
|
3,761
|
|
|
100
|
%
|
|
$
|
406
|
|
|
11
|
%
|
|
|
Three Months Ended March 31,
|
|
|||||||||||||||||||
|
|
|
% of Operating Expenses
|
|
|
|
% of Operating Expenses
|
|
Increase/(Decrease)
|
|
|||||||||||
Operating Expenses by Type
|
2019
|
|
|
2018
|
|
|
$
|
|
%
|
|
|||||||||||
Programming
|
$
|
1,214
|
|
|
44
|
%
|
|
$
|
968
|
|
|
40
|
%
|
|
$
|
246
|
|
|
25
|
%
|
|
Production
|
821
|
|
|
30
|
|
|
759
|
|
|
32
|
|
|
62
|
|
|
8
|
|
|
|||
Participation, distribution and royalty
|
330
|
|
|
12
|
|
|
322
|
|
|
13
|
|
|
8
|
|
|
2
|
|
|
|||
Other
|
383
|
|
|
14
|
|
|
351
|
|
|
15
|
|
|
32
|
|
|
9
|
|
|
|||
Total Operating Expenses
|
$
|
2,748
|
|
|
100
|
%
|
|
$
|
2,400
|
|
|
100
|
%
|
|
$
|
348
|
|
|
15
|
%
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2019
|
|
% of Revenues
|
|
2018
|
|
% of Revenues
|
|
Increase/(Decrease)
|
|
|||||||||||||
Selling, general and administrative expenses
|
$
|
573
|
|
|
|
14
|
%
|
|
|
$
|
524
|
|
|
|
14
|
%
|
|
|
|
9
|
%
|
|
|
|
Three Months Ended March 31,
|
|
|||||||||||
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
|
|||||||
Depreciation and amortization
|
$
|
53
|
|
|
$
|
56
|
|
|
|
(5
|
)%
|
|
|
|
Balance at
|
|
2019
|
|
2019
|
|
Balance at
|
||||||||||||||||
|
December 31, 2018
|
|
Charges
|
|
Settlements
|
|
March 31, 2019
|
||||||||||||||||
Entertainment
|
|
$
|
31
|
|
|
|
|
$
|
48
|
|
|
|
|
$
|
(10
|
)
|
|
|
|
$
|
69
|
|
|
Cable Networks
|
|
—
|
|
|
|
|
5
|
|
|
|
|
—
|
|
|
|
|
5
|
|
|
||||
Publishing
|
|
2
|
|
|
|
|
5
|
|
|
|
|
—
|
|
|
|
|
7
|
|
|
||||
Local Media
|
|
23
|
|
|
|
|
28
|
|
|
|
|
(5
|
)
|
|
|
|
46
|
|
|
||||
Corporate
|
|
12
|
|
|
|
|
22
|
|
|
|
|
(12
|
)
|
|
|
|
22
|
|
|
||||
Total
|
|
$
|
68
|
|
|
|
|
$
|
108
|
|
|
|
|
$
|
(27
|
)
|
|
|
|
$
|
149
|
|
|
|
Balance at
|
|
2018
|
|
2018
|
|
Balance at
|
||||||||||||||||
|
December 31, 2017
|
|
Charges
|
|
Settlements
|
|
December 31, 2018
|
||||||||||||||||
Entertainment
|
|
$
|
39
|
|
|
|
|
$
|
27
|
|
|
|
|
$
|
(35
|
)
|
|
|
|
$
|
31
|
|
|
Publishing
|
|
3
|
|
|
|
|
1
|
|
|
|
|
(2
|
)
|
|
|
|
2
|
|
|
||||
Local Media
|
|
11
|
|
|
|
|
18
|
|
|
|
|
(6
|
)
|
|
|
|
23
|
|
|
||||
Corporate
|
|
2
|
|
|
|
|
21
|
|
|
|
|
(11
|
)
|
|
|
|
12
|
|
|
||||
Total
|
|
$
|
55
|
|
|
|
|
$
|
67
|
|
|
|
|
$
|
(54
|
)
|
|
|
|
$
|
68
|
|
|
|
Three Months Ended March 31,
|
|
|||||||||||
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
|
|||||||
Interest expense
|
$
|
(117
|
)
|
|
$
|
(118
|
)
|
|
|
(1
|
)%
|
|
|
Interest income
|
$
|
14
|
|
|
$
|
17
|
|
|
|
(18
|
)%
|
|
|
|
At March 31,
|
||||||||||||||||
|
|
|
Weighted Average
|
|
|
|
Weighted Average
|
||||||||||
|
2019
|
|
Interest Rate
|
|
2018
|
|
Interest Rate
|
||||||||||
Senior debt
|
$
|
9,328
|
|
|
|
4.38
|
%
|
|
|
$
|
9,428
|
|
|
|
4.26
|
%
|
|
Commercial paper
|
$
|
—
|
|
|
|
—
|
%
|
|
|
$
|
197
|
|
|
|
2.34
|
%
|
|
Short-term bank borrowings
|
$
|
—
|
|
|
|
—
|
%
|
|
|
$
|
20
|
|
|
|
2.31
|
%
|
|
|
Three Months Ended March 31,
|
|||||||
|
2019
|
|
2018
|
|
||||
Pension and postretirement benefit costs
|
$
|
(23
|
)
|
|
$
|
(15
|
)
|
|
Foreign exchange gains
|
2
|
|
|
4
|
|
|
||
Other items, net
|
$
|
(21
|
)
|
|
$
|
(11
|
)
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
|
|||||
Provision for income taxes before discrete items
|
$
|
(112
|
)
|
|
$
|
(134
|
)
|
|
(16
|
)%
|
|
Tax benefit from transfer of assets (a)
|
768
|
|
|
—
|
|
|
|
|
|||
Provision for gain on sale of assets (b)
|
(163
|
)
|
|
—
|
|
|
|
|
|||
Other discrete items
|
3
|
|
|
(1
|
)
|
|
|
|
|
||
Benefit (provision) for income taxes
|
$
|
496
|
|
|
$
|
(135
|
)
|
|
n/m
|
|
|
Effective income tax rate
|
(44.9
|
)%
|
|
20.5
|
%
|
|
|
|
|
Three Months Ended March 31,
|
|
|||||||||||
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
|
|||||||
Equity in loss of investee companies, net of tax
|
$
|
(17
|
)
|
|
$
|
(14
|
)
|
|
|
21
|
%
|
|
|
|
Three Months Ended March 31,
|
|
||||||||||
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
|
||||||
Net earnings
|
$
|
1,583
|
|
|
$
|
511
|
|
|
|
n/m
|
|
|
Diluted EPS
|
$
|
4.21
|
|
|
$
|
1.32
|
|
|
|
n/m
|
|
|
|
Three Months Ended March 31,
|
|||||||||||||||||||||
|
|
% of Total
Revenues
|
|
|
% of Total
Revenues
|
Increase/(Decrease)
|
|
|||||||||||||||
|
2019
|
|
2018
|
$
|
|
%
|
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Entertainment
|
$
|
3,176
|
|
|
76
|
%
|
|
|
$
|
2,753
|
|
|
73
|
%
|
|
$
|
423
|
|
|
15
|
%
|
|
Cable Networks
|
552
|
|
|
13
|
|
|
|
571
|
|
|
15
|
|
|
(19
|
)
|
|
(3
|
)
|
|
|||
Publishing
|
164
|
|
|
4
|
|
|
|
160
|
|
|
4
|
|
|
4
|
|
|
3
|
|
|
|||
Local Media
|
457
|
|
|
11
|
|
|
|
415
|
|
|
11
|
|
|
42
|
|
|
10
|
|
|
|||
Corporate/Eliminations
|
(182
|
)
|
|
(4
|
)
|
|
|
(138
|
)
|
|
(3
|
)
|
|
(44
|
)
|
|
(32
|
)
|
|
|||
Total Revenues
|
$
|
4,167
|
|
|
100
|
%
|
|
|
$
|
3,761
|
|
|
100
|
%
|
|
$
|
406
|
|
|
11
|
%
|
|
|
Three Months Ended March 31,
|
|||||||||||||||||||||
|
|
% of Total
Segment
Operating
Income
|
|
|
% of Total
Segment
Operating
Income
|
|
|
|||||||||||||||
|
|
|
|
Increase/(Decrease)
|
|
|||||||||||||||||
|
2019
|
|
2018
|
$
|
|
%
|
|
|||||||||||||||
Segment Operating Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Entertainment
|
$
|
530
|
|
|
67
|
%
|
|
|
$
|
486
|
|
|
62
|
%
|
|
$
|
44
|
|
|
9
|
%
|
|
Cable Networks
|
175
|
|
|
22
|
|
|
|
236
|
|
|
30
|
|
|
(61
|
)
|
|
(26
|
)
|
|
|||
Publishing
|
17
|
|
|
2
|
|
|
|
16
|
|
|
2
|
|
|
1
|
|
|
6
|
|
|
|||
Local Media
|
138
|
|
|
17
|
|
|
|
118
|
|
|
15
|
|
|
20
|
|
|
17
|
|
|
|||
Corporate
|
(67
|
)
|
|
(8
|
)
|
|
|
(75
|
)
|
|
(9
|
)
|
|
8
|
|
|
11
|
|
|
|||
Total Segment Operating Income
|
793
|
|
|
100
|
%
|
|
|
781
|
|
|
100
|
%
|
|
12
|
|
|
2
|
|
|
|||
Restructuring and other corporate matters
|
(114
|
)
|
|
|
|
|
(9
|
)
|
|
|
|
(105
|
)
|
|
n/m
|
|
|
|||||
Gain on sale of assets
|
549
|
|
|
|
|
|
—
|
|
|
|
|
|
549
|
|
|
n/m
|
|
|
||||
Total Operating Income
|
$
|
1,228
|
|
|
|
|
|
|
$
|
772
|
|
|
|
|
|
$
|
456
|
|
|
59
|
%
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Depreciation and Amortization:
|
|
|
|
|
|
|
|
|
|||||||
Entertainment
|
$
|
30
|
|
|
$
|
31
|
|
|
$
|
(1
|
)
|
|
(3
|
)%
|
|
Cable Networks
|
4
|
|
|
5
|
|
|
(1
|
)
|
|
(20
|
)
|
|
|||
Publishing
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
|||
Local Media
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
|||
Corporate
|
7
|
|
|
8
|
|
|
(1
|
)
|
|
(13
|
)
|
|
|||
Total Depreciation and Amortization
|
$
|
53
|
|
|
$
|
56
|
|
|
$
|
(3
|
)
|
|
(5
|
)%
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
Entertainment
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Revenues
|
$
|
3,176
|
|
|
$
|
2,753
|
|
|
$
|
423
|
|
|
15
|
%
|
|
Segment Operating Income
|
$
|
530
|
|
|
$
|
486
|
|
|
$
|
44
|
|
|
9
|
%
|
|
Segment Operating Income as a % of revenues
|
17
|
%
|
|
18
|
%
|
|
|
|
|
|
|||||
Restructuring charges
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
n/m
|
|
|
Depreciation and amortization
|
$
|
30
|
|
|
$
|
31
|
|
|
$
|
(1
|
)
|
|
(3
|
)%
|
|
Capital expenditures
|
$
|
20
|
|
|
$
|
18
|
|
|
$
|
2
|
|
|
11
|
%
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
Cable Networks
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Revenues
|
$
|
552
|
|
|
$
|
571
|
|
|
$
|
(19
|
)
|
|
(3
|
)%
|
|
Segment Operating Income
|
$
|
175
|
|
|
$
|
236
|
|
|
$
|
(61
|
)
|
|
(26
|
)%
|
|
Segment Operating Income as a % of revenues
|
32
|
%
|
|
41
|
%
|
|
|
|
|
|
|||||
Restructuring charges
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
n/m
|
|
|
Depreciation and amortization
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
(1
|
)
|
|
(20
|
)%
|
|
Capital expenditures
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
—
|
%
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
Publishing
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Revenues
|
$
|
164
|
|
|
$
|
160
|
|
|
$
|
4
|
|
|
3
|
%
|
|
Segment Operating Income
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
1
|
|
|
6
|
%
|
|
Segment Operating Income as a % of revenues
|
10
|
%
|
|
10
|
%
|
|
|
|
|
|
|||||
Restructuring charges
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
n/m
|
|
|
Depreciation and amortization
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
—
|
%
|
|
Capital expenditures
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
n/m
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
|
Increase/(Decrease)
|
|
|||||||||||
Corporate
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|||||||
Segment Operating Loss
|
$
|
(67
|
)
|
|
$
|
(75
|
)
|
|
$
|
8
|
|
|
11
|
%
|
|
Restructuring charges
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
n/m
|
|
|
Depreciation and amortization
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
(1
|
)
|
|
(13
|
)%
|
|
Capital expenditures
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
(2
|
)
|
|
(50
|
)%
|
|
|
At
|
|
At
|
|
Increase/(Decrease)
|
|
|||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
$
|
|
%
|
|
|||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
|
$
|
500
|
|
|
|
|
$
|
322
|
|
|
|
$
|
178
|
|
|
55
|
%
|
|
Receivables, net (a)
|
|
4,147
|
|
|
|
|
4,041
|
|
|
|
106
|
|
|
3
|
|
|
|||
Programming and other inventory (b)
|
|
1,533
|
|
|
|
|
1,988
|
|
|
|
(455
|
)
|
|
(23
|
)
|
|
|||
Prepaid income taxes
|
|
—
|
|
|
|
|
27
|
|
|
|
(27
|
)
|
|
(100
|
)
|
|
|||
All other current assets (c)
|
|
552
|
|
|
|
|
374
|
|
|
|
178
|
|
|
48
|
|
|
|||
Total current assets
|
|
$
|
6,732
|
|
|
|
|
$
|
6,752
|
|
|
|
$
|
(20
|
)
|
|
—
|
%
|
|
|
At
|
|
At
|
|
Increase/(Decrease)
|
|
|||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
$
|
|
%
|
|
|||||||||||
Programming and other inventory (a)
|
|
$
|
4,313
|
|
|
|
|
$
|
3,883
|
|
|
|
$
|
430
|
|
|
11
|
%
|
|
Goodwill (b)
|
|
$
|
5,062
|
|
|
|
|
$
|
4,920
|
|
|
|
$
|
142
|
|
|
3
|
%
|
|
Operating lease assets (c)
|
|
$
|
952
|
|
|
|
|
$
|
—
|
|
|
|
$
|
952
|
|
|
n/m
|
|
|
Deferred income tax assets, net (d)
|
|
$
|
797
|
|
|
|
|
$
|
29
|
|
|
|
$
|
768
|
|
|
n/m
|
|
|
Assets held for sale (e)
|
|
$
|
—
|
|
|
|
|
$
|
33
|
|
|
|
$
|
(33
|
)
|
|
(100
|
)%
|
|
|
At
|
|
At
|
|
Increase/(Decrease)
|
|
|||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
$
|
|
%
|
|
|||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Accounts payable
|
|
$
|
273
|
|
|
|
|
$
|
201
|
|
|
|
$
|
72
|
|
|
36
|
%
|
|
Accrued compensation (a)
|
|
197
|
|
|
|
|
346
|
|
|
|
(149
|
)
|
|
(43
|
)
|
|
|||
Participants’ share and royalties
payable
|
|
1,157
|
|
|
|
|
1,177
|
|
|
|
(20
|
)
|
|
(2
|
)
|
|
|||
Accrued programming and
production costs (b)
|
|
804
|
|
|
|
|
704
|
|
|
|
100
|
|
|
14
|
|
|
|||
Income taxes payable (c)
|
|
299
|
|
|
|
|
—
|
|
|
|
299
|
|
|
n/m
|
|
|
|||
Commercial paper
|
|
—
|
|
|
|
|
674
|
|
|
|
(674
|
)
|
|
(100
|
)
|
|
|||
Accrued expenses and other current
liabilities (d)
|
|
1,762
|
|
|
|
|
1,471
|
|
|
|
291
|
|
|
20
|
|
|
|||
Total current liabilities
|
|
$
|
4,492
|
|
|
|
|
$
|
4,573
|
|
|
|
$
|
(81
|
)
|
|
(2
|
)%
|
|
|
At
|
|
At
|
|
Increase/(Decrease)
|
|
|||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
$
|
|
%
|
|
|||||||||||
Deferred income tax liabilities, net (a)
|
|
$
|
538
|
|
|
|
|
$
|
399
|
|
|
|
$
|
139
|
|
|
35
|
%
|
|
Noncurrent operating lease liabilities (b)
|
|
$
|
866
|
|
|
|
|
$
|
—
|
|
|
|
$
|
866
|
|
|
n/m
|
|
|
Other liabilities (c)
|
|
$
|
3,095
|
|
|
|
|
$
|
3,230
|
|
|
|
$
|
(135
|
)
|
|
(4
|
)%
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||||
Net cash flow provided by operating activities
|
$
|
438
|
|
|
$
|
717
|
|
|
|
$
|
(279
|
)
|
|
Net cash flow provided by (used for) investing activities from:
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
635
|
|
|
(67
|
)
|
|
|
702
|
|
|
|||
Discontinued operations
|
—
|
|
|
(23
|
)
|
|
|
23
|
|
|
|||
Net cash flow provided by (used for) investing activities
|
635
|
|
|
(90
|
)
|
|
|
725
|
|
|
|||
Net cash flow used for financing activities
|
(894
|
)
|
|
(765
|
)
|
|
|
(129
|
)
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
179
|
|
|
$
|
(138
|
)
|
|
|
$
|
317
|
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
||||||||
Investments in and advances to investee companies (a)
|
|
$
|
(42
|
)
|
|
|
|
$
|
(40
|
)
|
|
Capital expenditures
|
|
(27
|
)
|
|
|
|
(30
|
)
|
|
||
Acquisitions, net of cash acquired (b)
|
|
(39
|
)
|
|
|
|
—
|
|
|
||
Proceeds from dispositions (c)
|
|
741
|
|
|
|
|
—
|
|
|
||
Other investing activities
|
|
2
|
|
|
|
|
3
|
|
|
||
Net cash flow provided by (used for) investing activities from continuing operations
|
|
635
|
|
|
|
|
(67
|
)
|
|
||
Net cash flow used for investing activities from discontinued operations
|
|
—
|
|
|
|
|
(23
|
)
|
|
||
Net cash flow provided by (used for) investing activities
|
|
$
|
635
|
|
|
|
|
$
|
(90
|
)
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
||||||||
Repayments of short-term debt borrowings, net
|
|
$
|
(674
|
)
|
|
|
|
$
|
(462
|
)
|
|
Proceeds from issuance of senior notes
|
|
493
|
|
|
|
|
—
|
|
|
||
Repayment of senior notes
|
|
(600
|
)
|
|
|
|
—
|
|
|
||
Dividends
|
|
(70
|
)
|
|
|
|
(71
|
)
|
|
||
Repurchase of CBS Corp. Class B Common Stock
|
|
(14
|
)
|
|
|
|
(186
|
)
|
|
||
Payment of payroll taxes in lieu of issuing shares for stock-based compensation
|
|
(37
|
)
|
|
|
|
(52
|
)
|
|
||
Proceeds from exercise of stock options
|
|
11
|
|
|
|
|
16
|
|
|
||
All other financing activities, net
|
|
(3
|
)
|
|
|
|
(10
|
)
|
|
||
Net cash flow used for financing activities
|
|
$
|
(894
|
)
|
|
|
|
$
|
(765
|
)
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash flow provided by operating activities
|
$
|
438
|
|
|
$
|
717
|
|
Capital expenditures
|
(27
|
)
|
|
(30
|
)
|
||
Free cash flow
|
$
|
411
|
|
|
$
|
687
|
|
|
At
|
|
At
|
||||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
Commercial paper
|
|
$
|
—
|
|
|
|
|
$
|
674
|
|
|
Senior debt (2.30% – 7.875% due 2019 – 2045) (a)
|
|
9,328
|
|
|
|
|
9,435
|
|
|
||
Obligations under finance leases
|
|
41
|
|
|
|
|
43
|
|
|
||
Total debt
|
|
9,369
|
|
|
|
|
10,152
|
|
|
||
Less commercial paper
|
|
—
|
|
|
|
|
674
|
|
|
||
Less current portion of long-term debt
|
|
11
|
|
|
|
|
13
|
|
|
||
Total long-term debt, net of current portion
|
|
$
|
9,358
|
|
|
|
|
$
|
9,465
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits.
|
Exhibit No.
|
Description of Document
|
||
(4
|
)
|
|
Instruments defining the rights of security holders, including indentures
|
|
(a)
|
Amended and Restated Senior Indenture dated as of November 3, 2008 (“2008 Indenture”) between CBS Corporation, CBS Operations Inc., and The Bank of New York Mellon, as senior trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 of CBS Corporation filed November 3, 2008 (Registration No. 333-154962) (File No. 001-09553)).
|
|
|
(b)
|
First Supplemental Indenture to 2008 Indenture dated as of April 5, 2010 between CBS Corporation, CBS Operations Inc., and Deutsche Bank Trust Company Americas, as senior trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of CBS Corporation filed April 5, 2010 (File No. 001-09553)).
|
|
|
|
The other instruments defining the rights of holders of the long-term debt securities of CBS Corporation and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. CBS Corporation hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request.
|
|
(10
|
)
|
|
Material Contracts
|
|
(a)
|
Amendment No. 5 amending Part A as of July 1, 2019 (filed herewith) and Amendment No. 7 amending Part B as of July 1, 2019 (filed herewith) of the CBS Excess 401(k) Plan for Designated Senior Executives.
|
|
|
(b)
|
Amendment No. 4 amending Part A as of July 1, 2019 (filed herewith) and Amendment No. 6 amending Part B as of July 1, 2019 (filed herewith) of the CBS Bonus Deferral Plan for Designated Senior Executives.
|
|
|
(c)
|
Summary of CBS Corporation Compensation for Outside Directors (as of January 31, 2019) (filed herewith).
|
|
|
(d)
|
Letter Agreement dated as of April 23, 2019 between CBS Corporation and Joseph R. Ianniello (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K of CBS Corporation filed April 26, 2019) (File No. 001-09553).
|
|
|
(e)
|
Separation Agreement dated February 22, 2019 between CBS Corporation and Lawrence P. Tu (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K of CBS Corporation filed February 27, 2019) (File No. 001-09553).
|
|
(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).
|
|
(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
|
)
|
|
Interactive Data File
|
|
|
101. INS XBRL Instance Document.
|
|
|
|
101. SCH XBRL Taxonomy Extension Schema.
|
|
|
|
101. CAL XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101. DEF XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101. LAB XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
101. PRE XBRL Taxonomy Extension Presentation Linkbase.
|
|
CBS CORPORATION
(Registrant)
|
|
|
Date: May 2, 2019
|
/s/ Christina Spade
|
|
Christina Spade
Executive Vice President,
Chief Financial Officer
|
|
|
Date: May 2, 2019
|
/s/ David Byrnes
|
|
David Byrnes
Senior Vice President, Controller and
Chief Accounting Officer
|
1.
|
Section 2.12 of the Plan is hereby amended to add the following at the end thereof:
|
2.
|
Section 2.19 of the Plan is hereby amended to add the following at the end thereof:
|
3.
|
Section 5 of the Plan is hereby amended by:
|
(a)
|
Deleting the word “A” at the beginning of the second sentence in the first paragraph and replacing it with the phrase “For each Participant who has incurred a Separation from Service prior to July 1, 2019, a”.
|
(b)
|
Adding the following immediately after the five (5) year graded vesting schedule chart:
|
1.
|
Section 2.10 of the Plan is hereby amended to add the following at the end thereof:
|
1.
|
Section 2.17 of the Plan is hereby amended to add the following at the end thereof:
|
•
|
The Interim Chairman of the Board receives an annual Board retainer of $300,000, the Vice Chair of the Board receives an annual retainer of $225,000 and all other Outside Directors receive an annual Board retainer of $100,000, in each case payable in equal installments quarterly in advance; and
|
•
|
The Chairs of the Audit, Compensation and Nominating and Governance Committees each receive an annual retainer of $20,000, payable in equal installments quarterly in advance, and the members of those Committees each receive a per meeting attendance fee of $2,000; the Chairs and members of any ad hoc committees of the Board that may exist from time to time shall be paid as determined by the Board.
|
•
|
an annual grant of RSUs on each February 15th, equal to $200,000 in value based on the closing price of the Company’s Class B common stock on the New York Stock Exchange (“NYSE”) on the date of grant (or, if the date of grant is not a day on which the NYSE is open for trading, on the last trading day preceding the date of grant), which RSUs vest one year from the date of grant; and
|
•
|
prorated RSU grants for Outside Directors who join the Board following the date of the annual RSU grant, but during the calendar year of the grant. Such grants will be made 5 business days following the date such Outside Director joins the Board, and will be determined by multiplying the number of months remaining in such calendar year from the date the Outside Director joins the Board (counting the month of joining as a full month), by the value of the annual RSU grant for that calendar year divided by 12, divided by the closing price of the Company’s Class B common stock on the NYSE on the date of grant. Prorated RSU grants vest on the first anniversary of the date of grant of the annual RSU grant that was awarded during the calendar year in which the Outside Director received such prorated RSU grant.
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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)
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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
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(b)
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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.
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/s/ Joseph R. Ianniello
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Joseph R. Ianniello
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President and Acting Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of CBS Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Christina Spade
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Christina Spade
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Executive Vice President, Chief Financial Officer
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/s/ Joseph R. Ianniello
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Joseph R. Ianniello
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May 2, 2019
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/s/ Christina Spade
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Christina Spade
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May 2, 2019
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