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Form 8-K CBS CORP For: Oct 14

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October 14, 2016 12:20 PM EDT


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 2016
CBS CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
001-09553
04-2949533
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification
Number)

51 West 52nd Street
New York, New York
10019
(Address of principal executive offices)
(zip code)
Registrant’s telephone number, including area code: (212) 975-4321

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 




Item 2.02 Results of Operations and Financial Condition.

In preparation for CBS Corporation’s (the “Company”) previously announced planned separation of its radio business, the Company changed the manner in which it manages its television and radio operations. Accordingly, beginning with the filing of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2016 (“Form 10-Q”), the Company’s previously reported operating segment, Local Broadcasting, will be separated into the following two operating segments: (1) Local Media and (2) Radio.

This Current Report on Form 8-K includes supplemental unaudited historical financial information of the Company under the new segment presentation for the first two quarters of 2016 and each of the four quarters and full year of 2015. This information is being furnished by the Company to provide investors with prior period performance on a comparable basis in advance of the Company’s Form 10-Q filing.

The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth in such filing.

A copy of such financial information is furnished herewith as Exhibit 99 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished as part of this Current Report on Form 8-K.
 
Exhibit Number
 
Description of Exhibit
99
 
Supplemental unaudited historical financial information of CBS Corporation, separating its previously reported operating segment, Local Broadcasting, into the following two operating segments: (1) Local Media and (2) Radio for the first two quarters of 2016 and each of the four quarters and full year of 2015.

-2-


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
CBS CORPORATION
 
 
 
By:
/s/ Lawrence Liding
 
Name:
Lawrence Liding
 
Title:
Executive Vice President, Controller     
 
 
and Chief Accounting Officer
 
 
 
Date: October 14, 2016

-3-


EXHIBIT INDEX

Exhibit Number
 
Description of Exhibit
99
 
Supplemental unaudited historical financial information of CBS Corporation, separating its previously reported operating segment, Local Broadcasting, into the following two operating segments: (1) Local Media and (2) Radio for the first two quarters of 2016 and each of the four quarters and full year of 2015.


-4-
Exhibit 99


SUPPLEMENTAL QUARTERLY FINANCIAL DATA
(Unaudited; Dollars in millions)
In preparation for CBS Corporation’s (the “Company”) previously announced planned separation of its radio business, the Company changed the manner in which it manages its television and radio operations. Accordingly, beginning with the filing of the Company’s Form 10-Q for the third quarter of 2016, the Company’s previously reported operating segment, Local Broadcasting, will be separated into the following two operating segments: (1) Local Media and (2) Radio. In connection with this new segment presentation, the presentation of intercompany revenues has been revised, including station affiliation fees paid by Local Media to the CBS Television Network. The following financial information reflects the new segment and intercompany presentations for all periods presented.
 
2015
 
2016
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
Full
Year
 
First
Quarter
 
Second
Quarter
Revenues:
 
 
 
 
 
 

 
 
 
 
 
 
Entertainment
$
2,261

 
$
1,785

 
$
1,932

 
$
2,460

 
$
8,438

 
$
2,587

 
$
1,947

Cable Networks
539

 
615

 
526

 
562

 
2,242

 
525

 
536

Publishing
145

 
199

 
203

 
233

 
780

 
145

 
187

Local Media
375

 
387

 
376

 
454

 
1,592

 
448

 
396

Radio
271

 
318

 
318

 
325

 
1,232

 
265

 
314

Corporate/Eliminations
(91
)
 
(85
)
 
(98
)
 
(124
)
 
(398
)
 
(121
)
 
(93
)
Total Revenues
$
3,500

 
$
3,219

 
$
3,257

 
$
3,910

 
$
13,886

 
$
3,849

 
$
3,287

Segment Operating Income (Loss): (a)
 
 
 
 
 
 

 

 
 
 
 
Entertainment
$
346

 
$
262

 
$
339

 
$
347

 
$
1,294

 
$
449

 
$
351

Cable Networks
251

 
220

 
246

 
228

 
945

 
228

 
227

Publishing
12

 
25

 
43

 
34

 
114

 
13

 
26

Local Media
109

 
128

 
101

 
149

 
487

 
150

 
130

Radio
52

 
70

 
73

 
83

 
278

 
56

 
82

Corporate
(68
)
 
(64
)
 
(49
)
 
(94
)
 
(275
)
 
(84
)
 
(83
)
Total Segment Operating Income
702

 
641

 
753

 
747

 
2,843

 
812

 
733

Restructuring charges
—

 
(55
)
 
—

 
(26
)
 
(81
)
 
—

 
—

Impairment charges
—

 
—

 
—

 
(484
)
 
(484
)
 
—

 
—

Other operating items, net (b)
19

 
—

 
—

 
120

 
139

 
9

 
—

Operating income
721

 
586

 
753

 
357

 
2,417

 
821

 
733

Interest expense
(93
)
 
(94
)
 
(102
)
 
(103
)
 
(392
)
 
(100
)
 
(100
)
Interest income
5

 
7

 
6

 
6

 
24

 
7

 
8

Other items, net
(23
)
 
4

 
(4
)
 
(3
)
 
(26
)
 
(3
)
 
(4
)
Earnings from continuing operations before
income taxes and equity in earnings (loss) of investee companies
610

 
503

 
653

 
257

 
2,023

 
725

 
637

Provision for income taxes
(203
)
 
(165
)
 
(211
)
 
(8
)
 
(587
)
 
(231
)
 
(205
)
Equity in earnings (loss) of investee companies,
net of tax
(13
)
 
(6
)
 
(16
)
 
2

 
(33
)
 
(21
)
 
(9
)
Net earnings from continuing operations
394

 
332

 
426

 
251

 
1,403

 
473

 
423

Net earnings from discontinued operations,
net of tax
—

 
—

 
—

 
10

 
10

 
—

 
—

Net earnings
$
394

 
$
332

 
$
426

 
$
261

 
$
1,413

 
$
473

 
$
423


(a)
The Company presents operating income (loss) excluding restructuring charges, impairment charges, and other operating items, net, where applicable, (“Segment Operating Income”) as the primary measure of profit and loss for its operating segments in accordance with Financial Accounting Standards Board guidance for segment reporting. The Company believes the presentation of Segment Operating Income is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company’s management and enhances their ability to understand the Company’s operating performance.
(b)
Other operating items, net includes gains from the sales of internet businesses in China for 2016 and 2015, and for 2016, also includes a multiyear, retroactive impact of a new operating tax.
 



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