View:
April 22,
2008
Via Federal Express and
Edgar Transmission
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street NE
Washington,
DC 20549
Phone: 202-551-3810
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Re:
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CBS
Corporation
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Form
10-K for Fiscal Year Ended December 31,
2007
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Filed
February 28, 2008
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File
No. 1-09553
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Dear Mr.
Spirgel:
On behalf
of our client, CBS Corporation (“CBS” or the “Company”), set forth below are the
comments (the “Comments”) of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) received in your letter dated April 8,
2008 concerning the Company’s Form 10-K for the fiscal year ended December 31,
2007. For the purposes of this letter, the Company refers to its Form
10-K for the fiscal year ending December 31, 2008 as its “2008 Form 10-K” and
its Form 10-Q for the quarter ended March 31, 2008 as its “first quarter 2008
Form 10-Q.” For your convenience, the Company’s responses follow the
sequentially numbered Comments copied in bold from your letter.
Page
2
Form 10-K for the fiscal
year ended December 31, 2007
3) Goodwill and Intangible
Assets, page II-51
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1.
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Please
refer to footnote (a) herein which states that other adjustments to
goodwill “primarily includes purchase price adjustments for acquisitions,
primarily tax-related, and foreign currency translation
adjustments.” Please tell us how you incurred a $499.2 million
purchase price adjustment credited to goodwill in the radio segment,
considering that you have not reported an acquisition in that segment
during the past two years per your disclosure on page
II-50.
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The
Company respectfully notes that the purchase price adjustment of $499.2 million
credited to goodwill reflects the reversal of deferred tax liabilities related
to book/tax basis differences associated with certain intangible assets
acquired. These deferred tax liabilities were previously established
in purchase accounting as part of an acquisition prior to the periods presented.
It was determined during the fourth quarter of 2007 that the deferred tax
liabilities and corresponding goodwill resulting from the original book/tax
basis differences were overstated at the time of the acquisition.
The
Company respectfully notes that it has evaluated this out-of-period adjustment
and determined that it is not material under Staff Accounting Bulletin (SAB) No.
99, Materiality, and
SAB No. 108, Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements, for both the period of adjustment and all
prior periods.
In
response to the Staff’s Comment, in future filings, beginning with its 2008 Form
10-K, the Company will add the following sentence to footnote (a) within the
Goodwill and Intangible Assets note to its consolidated financial
statements:
“For the
Radio segment, “Other Adjustments” of $499.2 million reflect the reversal of
deferred tax liabilities associated with certain acquired intangible
assets.”
9) Bank Financing and Debt,
page II-57
Accounts Receivable
Securitization Program, page II-58
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2.
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Tell
us how securitization proceeds, including proceeds from new
securitizations, proceeds from collections reinvested in revolving period
securitizations, purchases of delinquent or foreclosed loans, servicing
fees, and cash flows received on interests that continue to be held by the
transferor are presented and captioned in the Consolidated Statements of
Cash Flows. Refer to paragraph 17(h)(4) of SFAS
140. Please revise your disclosures
accordingly.
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The
Company respectfully notes that proceeds from its trade accounts receivable
securitization program, which include proceeds from collections reinvested in
revolving period
Page
3
securitizations
and cash flows received on interests that continue to be held by the Company,
are presented as cash flows from operating activities in the Consolidated
Statements of Cash Flows within the line captioned “Decrease (increase) in
receivables”. The Company had $550 million outstanding under its
revolving accounts receivable securitization program during each of the years
ended December 31, 2007, 2006 and 2005. In the event that the Company were to
receive additional proceeds from new securitizations, they would be presented as
a separate line item in the Consolidated Statements of Cash Flows captioned
“Proceeds from new securitizations”. The net loss on the sale of
receivables is included as a component of “Net earnings (loss)” in the
Consolidated Statements of Cash Flows. The Company respectfully notes that
purchases of delinquent or foreclosed loans and servicing fees are not
applicable to our accounts receivable securitization program.
In
response to the Staff’s Comment, in future filings, beginning with the first
quarter 2008 Form 10-Q, the Company will include the following proposed
disclosure in Management’s Discussion and Analysis of Results of Operations and
Financial Condition and the notes to its consolidated financial statements (as
additional disclosure under the caption “Accounts Receivable Securitization
Program”):
“During
the three months ended March 31, 2008 and 2007, proceeds from collections of
securitized accounts receivables of $XX million and $XX million, respectively,
were reinvested in the revolving receivable securitization
program. The net loss associated with securitizing the program’s
accounts receivables was $XX million and $XX million for the three months ended
March 31, 2008 and 2007, respectively.”
* * * *
We hereby
acknowledge on behalf of the Company that:
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The
Company is responsible for the adequacy and accuracy of the disclosure in
the filings;
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Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the
filings; and
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·
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The
Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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Page
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If you
have any questions concerning the matters referred to in this letter, please
call the undersigned at (212) 848-7325.
Sincerely,
/s/ Stephen T.
Giove
Stephen
T. Giove
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cc:
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Leslie
Moonves, President and Chief Executive
Officer
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Fredric
G. Reynolds, Executive Vice President and Chief Financial
Officer
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Susan
C. Gordon, Senior Vice President, Controller and Chief Accounting
Officer
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Louis
J. Briskman, Executive Vice President and General
Counsel
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Gary
L. Countryman, Chair of the Audit
Committee
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Robert
Conklin, PricewaterhouseCoopers LLP
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Kathryn
T. Jacobson, Securities and Exchange
Commission
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Kyle
Moffatt, Securities and Exchange
Commission
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