CBS Corporation

This article is about the media conglomerate in operation from 2006 to 2019. For the first incarnation of the company by the same name from 1997 to 1999, see Westinghouse Electric Corporation. For the media conglomerate that acquired the first incarnation in 1999 and ceased operations in 2006, see Viacom (1952–2006).

## CBS Corporation

CBS Corporation's headquarters at the CBS Building in New York City.

### **Traded as**

NYSE: CBS.A (Class A)
NYSE: CBS (Class B non voting)

### **Predecessor**

Viacom (1952–2006)
Westinghouse Electric Corporation

### **Founded**

02006-01-01-0000January 1, 2006; 15 years ago

### **Defunct**

02019-12-04-0000December 4, 2019; 13 months ago

### **Headquarters**

CBS Building, New York City, United States

### **Area served**

Worldwide, with main operations in the United States and Australia

### **Key people**

Strauss Zelnick (interim chairman)
Joseph Ianniello (president and acting CEO)

### **Products**

Movie production
TV production
Broadcasting
Cable television
Record label
Publishing
Internet

### **Divisions**

CBS Entertainment
CBS Cable Networks
CBS Publishing
CBS Local Media
CBS Experiences

### **Subsidiaries**

CBS
CBS Interactive
CBS Records
CBS Sports Network
CBS Television Distribution
CBS Television Studios
Westinghouse Licensing
Showtime Networks
Simon & Schuster
Digital assets of TV Guide
The CW (50%)
Pop TV
Entercom (72%)

### **Website**

www.cbscorporation.com (archived Dec 4, 2019)

The second incarnation of **CBS Corporation** (the first being a short-lived rename of the Westinghouse Electric Corporation) was an American multinational media conglomerate with interests primarily in commercial broadcasting, publishing, and television production, formed as the legal successor to the first incarnation of Viacom on January 1, 2006. It was one of two companies that succeeded the first Viacom, alongside Viacom's second incarnation; both controlled by National Amusements, a theatre company controlled by billionaire Sumner Redstone. The spin-off was structured so that CBS Corporation would be the legal successor to the first Viacom, with the second Viacom being an entirely separated company.

CBS Corporation comprised the over-the-air television (CBS and The CW) broadcasting, television production and distribution, publishing, pay-cable, basic cable, and recording assets previously owned by the first Viacom. It was the world's eighth-largest entertainment company in terms of revenue and headquartered at the CBS Building in Midtown Manhattan, New York City.

The second merger between CBS Corporation and Viacom, creating the combined company ViacomCBS, was announced on August 13, 2019; they completed the merger on December 4, 2019.

## Background

Viacom's first incarnation was created in 1952 as the television syndication division of CBS and spun off in 1971. However, in 1999, Viacom acquired its former parent, by this time also named CBS Corporation, formerly Westinghouse Electric. The prior CBS Corporation also owned CMT and The Nashville Network (now Paramount Network), which remained Viacom properties after the 2005 split, but the prior CBS did not own UPN, Showtime, Paramount Television, Paramount Parks, or Simon and Schuster.

## History

### Early history

In March 2005, Viacom started splitting the company into two publicly traded companies, amid issues of the stock price stagnating (although another supposed main force behind the split was the Super Bowl XXXVIII halftime show controversy, which led to MTV denied to produce any more halftime shows, they had also made the show for Super Bowl XXXV, the first Super Bowl CBS aired since regaining NFL rights and becoming MTV's corporate sibling).

Old separate Viacom logo (1990–2006)

On June 14, 2005, the Viacom board of directors approved the company's split into two firms. They revived the CBS Corporation name for one of the companies, headed by longtime television executive (and Viacom co-President) Les Moonves. It would include the namesake television network CBS, UPN, Infinity Broadcasting, Viacom Outdoor, Showtime Networks, and Paramount's television studio.

The split was structured such that the second Viacom spun off from the first Viacom, which they renamed to CBS Corporation. In a sense, this was a repeat of the 1971 spinoff. However, in this case, CBS retained virtually all of the prior firm's broadcast television assets, including its various syndication companies.

With the split, the two companies began trading on the New York Stock Exchange on January 3, 2006. Investors anticipated Viacom benefiting from the breakup, but instead, it dropped approximately 20 percent, while CBS Corporation rose 9 percent. That same year, Paramount Parks became a wholly-owned theme park unit of CBS Corporation.

### Subsequent developments

Announced in January 2006, CBS and DIC Entertainment signed a multi-year deal in which DIC bought the Saturday morning airtime as "CBS's Saturday Morning Secret Slumber Party." In June 2006, DiC added a production partner AOL's KOL. Thus, this block would be called "KOL's Saturday Morning Secret Slumber Party on CBS."

On January 24, 2006, CBS Corporation and Warner Bros. announced that they were to create a new broadcast network, The CW. The network officially debuted on September 18, 2006. The network formally debuted on September 20 with the 2-hour premiere of *America's Next Top Model*. The network results from a merger of The WB (a Warner Bros. holding) and UPN (a CBS Corporation holding). CBS Corporation and Time Warner each own 50% of the network. Tribune Broadcasting (which previously owned a 25% stake on The WB) and CBS Corporation will contribute their stations as new network affiliates.

Three days after announcing The CW, on January 27, CBS announced that it was selling its Paramount Parks division. On May 23, 2006, CBS Corporation sold Paramount Parks to the Cedar Fair Entertainment Company. With this acquisition, Cedar Fair became the third-largest theme park operator. On June 30, 2006, Cedar Fair announced that it had completed its acquisition of Paramount Parks from CBS Corporation in a cash transaction valued at US$1.24 billion. The transaction included a 10-year license that allowed Cedar Fair to use the Paramount name in the parks through the 2017 season.

On February 7, 2007, CBS announced it was selling seven stations in Providence, Rhode Island, Austin, Texas, Salt Lake City and West Palm Beach, Florida to Cerberus Capital Management for US$185 million. It sold another station, WFRV-TV in Green Bay, Wisconsin, and its satellite station, WJMN-TV in Escanaba, Michigan, to Liberty Media on February 13, 2007. News reports estimate the deal at about US$234 million. CBS is swapping the stations and US$170 million in cash for 7.59 million shares of CBS common stock held by Liberty Media.

On February 26, 2007, CBS announced that it would invest in Electric Sheep, a virtual world content developer. CBS hired Electric Sheep to develop some projects, including creating "The L-Word in Second Life." CBS also shot a commercial within the virtual world Second Life to promote its show *Two and a Half Men*. Another project that Electric Sheep was working on for CBS was a *Star Trek*-themed area in Second Life. By investing in Electric Sheep, CBS hoped to expand its activity "beyond the living room." On March 20, CBS/CSTV had acquired MaxPreps, an online high school sports network. On April 12, CBS Corporation created the CBS Interactive Audience Network, and on May 30, 2007, CBS Interactive bought Last.fm for £140 million.

On May 15, 2008, CBS Interactive announced that it had agreed to buy CNET Networks for $1.8 billion, with the deal due to close in the third quarter of 2008. During its July 2 noon newscast, KYW-TV, a CBS owned-and-operated station in Philadelphia, announced that its parent acquired CNET and was putting it under CBS Interactive.

On February 14, 2013, CBS acquired a minority stake in AXS TV to exchange programming and marketing. On March 26, CBS and Lionsgate entered a 50/50 joint venture to operate the TV Guide Network (TVGN) and TVGuide.com. On May 31, CBS bought the remaining half of TV Guide Digital from Lionsgate. The latter retained its share of TVGN (later rebranded as Pop) until CBS acquired it on March 12, 2019. On July 16, CBS agreed to sell CBS Outdoor International to Platinum Equity for about $225M. The CBS Outdoor division began trading as a separate company on the NYSE under "CBSO" on March 28, 2014. CBS Outdoor would be fully divested from CBS by July into an independent real estate investment trust, renamed Outfront Media.

On February 2, 2017, CBS Corporation announced the sale of CBS Radio to Entercom, making that company the second-largest radio station owner in the United States. The sale of CBS Radio to Entercom went ahead on November 9, and CBS Corporation completed the sale on November 17. On August 28, CBS Corporation announced the purchase of Australian broadcaster Network 10. The network was previously in voluntary administration.

As of November 2018, CBS Corporation ranked 197th on the *Fortune* 500 list of the largest United States corporations by revenue. CBS Corp. sold Television City to Los Angeles real estate investment company Hackman Capital Partners for $750 million in a deal finalized in mid-December 2018. The deal gives the buyer the right to use the Television City name. Programs produced at Television City will continue to be based there, as will CBS's international unit headquarters.

### Re-merger deal with Viacom

On September 29, 2016, National Amusements sent a letter to the company and Viacom, encouraging the two companies to merge back into one company. On December 12, they called off the deal.

On January 12, 2018, CNBC reported that Viacom had re-entered talks to merge back into CBS Corporation after AT&T planned to purchase Time Warner and Disney's plan to acquire the bulk of 21st Century Fox assets and the heavy competition from companies such as Netflix and Amazon. Shortly afterward, the combined company became a suitor for acquiring the film studio Lionsgate (which handled US distribution and global sales for CBS Films). A re-merger could benefit CBS's streaming service CBS All Access, as it could potentially have access to content from core Viacom brands such as Comedy Central, MTV, and Nickelodeon, as well as the Paramount Pictures library. Viacom's international presence could also benefit distribution.

On March 30, 2018, CBS made an all-stock offer slightly below Viacom's market value and insisting that its existing leadership, including long-time chairman and CEO Les Moonves, oversee the recombined company. Viacom rejected the offer as too low, requesting an increase of $2.8 billion and requesting that Bob Bakish would stay as president and COO under Moonves. These conflicts had resulted from Shari Redstone seeking more control over CBS and its leadership.

Eventually, on May 14, 2018, CBS Corporation sued National Amusements and accused Shari Redstone of abusing her voting power and forcing a merger that was not supported by Viacom. CBS also accused Redstone of discouraging Verizon Communications from acquiring it, which could have been beneficial to its shareholders.

On May 23, 2018, Les Moonves stated that he considered the Viacom channels to be an "albatross," and while he favoured more content for CBS All Access, he believed that there were better deals for CBS than the Viacom deal, such as Metro-Goldwyn-Mayer, Lionsgate or Sony Pictures. Moonves also considered Bakish a threat as he never wanted an ally of Shari Redstone as a board member of the combined company. Following Moonves' resignation due to sexual harassment allegations, National Amusements agreed in September 2018 to defer any proposal of a CBS-Viacom merger for at least two years after the settlement date.

On May 30, 2019, CNBC reported that CBS Corporation and Viacom would explore merger discussions in mid-June 2019. The company revamped its board of directors with people who are open to a merger, and the talks were made possible with the resignation of Moonves, who opposed all attempts for a Viacom merger. The talks had started following rumours of CBS acquiring Starz from Lionsgate. Reports said that CBS and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies. As part of the re-merger deal, CBS announced to acquire Viacom for up to $15.4 billion.

On August 13, 2019, CBS and Viacom announced that they would merge into a new entity known as ViacomCBS. Viacom CEO Bob Bakish will serve as president and CEO of the new company, while Ianniello will become chairman and CEO of CBS and oversee CBS-branded assets. Shari Redstone will also serve as chairwoman of ViacomCBS. On October 29, 2019, National Amusements approved the re-merger deal and announced that the proposed deal would close by early December 2019, with the recombined company trading on Nasdaq under the symbol "VIAC" and "VIACA" after CBS delist its shares on the NYSE. On December 4, the deal was completed, with CBS Corporation continuing its operations as the survived entity and changed its name to ViacomCBS.

## Corporate governance

The board of directors of CBS Corporation included:

* Candace K. Beinecke
* Barbara M. Byrne
* Gary L. Countryman
* Brian Goldner
* Linda M. Griego
* Robert N. Klieger
* Martha L. Minow
* Shari Redstone (vice-chair)
* Sumner Redstone (chairman emeritus)
* Susan Schuman
* Frederick O. Terrell
* Strauss Zelnick (interim chairman)

## Philanthropy

In September 2018, CBS announced that it, together with former CEO Moonves, would be donating $20 million to groups supporting the #MeToo movement.

## See also

* Westinghouse Electric Corporation, an old instance of the company, purchased by the old Viacom in 1999.
* CBS Television Stations, the holding company that assumes operation of CBS Corp.'s television stations.
* MTV Networks/BET Networks, part of the new ViacomCBS corporation.