Paramount Global - 5.75% PRF CONVERT 01/04/2024 USD 100 PARAP

CBS Corporation, incorporated on November 10, 1986, is a mass media company. The Company operates through four segment: Entertainment, Cable Networks, Publishing and Local Media. The Entertainment segment comprises the CBS Television Network; CBS Television Studios; CBS Studios International and CBS Television Distribution; CBS Interactive; CBS Films; and the Company's digital streaming services, CBS All Access and CBSN. The Cable Networks segment comprises Showtime Networks, which operates its subscription program services, Showtime, The Movie Channel, and Flix. The Publishing segment comprises Simon & Schuster, which publishes and distributes consumer books under imprints, such as Simon & Schuster, Pocket Books, Scribner and Gallery Books. The Local Media segment comprises CBS TV Stations, and CBS Local Digital Media. Its businesses span the media and entertainment industries, including the CBS TV Network, cable networks, content production and distribution, television stations, Internet-based businesses, and consumer publishing. It focuses on exhibiting its content on multiple digital platforms, including digital streaming services, as well as third-party live television streaming offerings.

ENTERTAINMENT

The Entertainment segment consists of the CBS Television Network; CBS Television Studios, CBS Studios International and CBS Television Distribution, the Company's television production and syndication operations; CBS Interactive, the Company's online content networks for information and entertainment; CBS Films, the Company's producer and distributor of theatrical motion pictures; and the Company's digital streaming services, CBS All Access and CBSN. The CBS TV Network through CBS Entertainment, CBS News and CBS Sports distributes a schedule of news and public affairs broadcasts, sports and entertainment programming to domestic affiliates reaching throughout the United States, including the Company's owned and operated television stations, and to affiliated stations in certain United States territories. CBS Entertainment is responsible for acquiring or developing and scheduling the entertainment programming presented on the CBS TV Network, which includes primetime comedy and drama series, reality based programming, specials, children's programs, daytime dramas, game shows and late-night programs, such as The Late Show with Stephen Colbert. CBS News operates a worldwide news organization, providing the CBS TV Network and CBS Radio News with scheduled news and public affairs broadcasts, including 60 Minutes, 48 Hours Mystery, CBS Evening News with Scott Pelley, CBS This Morning, CBS Sunday Morning and Face the Nation, as well as special reports. CBS News also provides CBS Newspath, a television news syndication service that offers daily news coverage, sports highlights and news features to the CBS TV Network affiliates and other subscribers worldwide. CBS Sports broadcasts on the television network include The National Football League (NFL) Today; certain Professional Golf Association (PGA) Tour Golf Tournaments, the Masters and the PGA Championship; certain games from the NCAA Division I Men's Basketball Tournament; regular-season college basketball games; regular-season college football games, including games from the Southeastern Conference and the NFL's American Football Conference (AFC) regular-season, post-season wild card playoff, divisional playoff and championship games.

CBS Television Network content also is exhibited via the Internet, including through CBS.com; CBSN, the Company's live digital streaming advertiser-supported news network available around the clock, and CBS All Access, the Company's digital streaming subscription service which includes a commercial-free option for on-demand content. CBS All Access offers both current and library programming, as well as original series, such as the upcoming The Good Wife spin-off The Good Fight and Star Trek: Discovery. CBS TV Studios, CBS Studios International and CBS TV Distribution produce, acquire and/or distribute programming worldwide, including series, specials, news and public affairs. The programming is produced for broadcast on network television, exhibition on basic cable and premium subscription services or distribution via first run syndication. First-run syndication is programming exhibited on television stations without prior exhibition on a network or cable service.

Programming that was produced or co-produced by the Company's production group and is broadcast on network television includes, among others, Naval Criminal Investigative Service (NCIS), Bull, Kevin Can Wait, Madam Secretary, Scorpion, Criminal Mindsand Jane the Virgin (The CW). A network will license a specified number of episodes for broadcast on the network in the United States during a license period. Remaining distribution rights, including international and/or off network syndication rights, are retained by the Company or, in the case of co-productions, distribution rights are shared with the co-producer for United States or international markets. In off-network syndication, the Company distributes series, such as Hawaii Five-O, Criminal Minds, Blue Bloods, The Good Wife, Elementary, NCIS and NCIS: Los Angeles, as well as a library of older television programs. The Company also produces and/or distributes first-run syndicated series, such as Wheel of Fortune, Jeopardy!, Entertainment Tonight, Inside Edition, The Insider, Dr. Phil, The Doctors, Rachael Ray, Hot Bench and Judge Judy and produces the upcoming series, The Good Wife spin-off The Good Fight, and Star Trek: Discovery, for streaming on CBS All Access. The Company also distributes syndicated and other programming internationally.

The Company, through Lionsgate, which owns and operates the entertainment cable network, Pop. The Company through a subsidiary of AMC Networks Inc., which owns and operates six channels in the United Kingdom and Ireland, including CBS Action, CBS Drama, CBS Reality and Horror Channel. The Company with another subsidiary of AMC Networks, which owns and operates six cable and satellite channels in Europe, the Middle East and Africa broadcasting CBS programming and branded as CBS Action, CBS Drama, CBS Reality and CBS Europa. In Australia, the Company through a subsidiary of Ten Network Holdings Limited provides content to ELEVEN, a digital television channel service. The Company through RTL Group, which owns and operates two cable channels in Southeast Asia in English and local languages, RTL CBS Entertainment and RTL CBS Extreme.

CBS Interactive is a global publishers of content on the Internet, delivering this content via Web properties, mobile properties and CBS apps on mobile, as well as Internet-connected television and other device platform apps. CBS Interactive's brands, includes CNET, CBS.com, CBS All Access, CBSSports.com, 247 Sports, GameSpot, MaxPreps, TVGuide.com, CBSNews.com, CBSN, ZDNet, Last.fm, and MetroLyrics.com, among others, serve targeted audiences with text, video, audio, and mobile content spanning technology, entertainment, sports, news, business, gaming and music categories. CBS Interactive owns and operates digital properties, including: CNET, a digital property for technology and consumer electronics information and featuring news, reviews, downloads and instructional and entertaining video and audio shows about technology; CNET en Espanol, which delivers CNET.com's information in the United States to Spanish speakers; TVGuide Digital, which provides information about television programming; GameSpot, a gaming information digital property providing video game reviews and previews, news, eSports, Webcasts, videos, and game downloads; CBSSports Digital, which provides sports content, fantasy sports, community and electronic commerce features, and also owns and operates MaxPreps; Last.fm, which is a music recommendation, discovery and social networking property; MetroLyrics.com, which is a databases for song lyrics online; and TV.com, which is a destination for entertainment and community around television where visitors can watch videos and discuss and obtain information about television shows across all networks.

CBS Interactive operates CBS.com, an online destination for CBS TV Network programming. The Company offers a CBS application for on-demand streaming of various programs from the Company's current network and library programming to users on multiple digital platforms, including Android, iOS, Amazon Fire and Windows 8 mobile platforms, and Amazon Fire TV, Android TV, Apple TV, Chromecast, PlayStation, Roku and Xbox connected device platforms, among others. CBS All Access offers an on-demand selection of both current and library programming and original series, such as the upcoming The Good Wife spin-off The Good Fight and Star Trek: Discovery, as well as the ability to stream live programming from local CBS TV Stations and certain CBS TV station affiliates. CBS All Access is available at CBS.com and on the multiple digital platforms described above through the CBS application. CBS Interactive also operates CBSN, a live digital streaming advertiser-supported news network available round the clock.

CBS Films produces, acquires and distributes theatrical motion pictures across all genres. The majority of motion pictures produced or acquired by CBS Films is intended for a wide, commercial theatrical release, similar to motion pictures typically produced and released by major studios. In general, motion pictures produced or acquired by CBS Films are exhibited theatrically in the United States and internationally, followed by exploitation via home entertainment (including DVDs and Blu-ray Discs and electronic rental and sell-through), video-on-demand, pay-per-view, pay television, free television and basic cable, digital media outlets, including subscription video-on-demand, and, in some cases, other channels, such as airlines and hotels.

Cable Networks

The Cable Networks segment comprises Showtime Networks, which operates the Company's subscription program services, including a digital streaming subscription offering; CBS Sports Network, the Company's cable network focused on college athletics and other sports; and Smithsonian Networks, a venture with Smithsonian Institution, which operates Smithsonian Channel and a digital streaming subscription service. Showtime Networks owns and operates three commercial-free, subscription program services in the United States, which includes Showtime, offering original series, theatrical feature films, documentaries, boxing and other sports-related programming, and special events; The Movie Channel, offering theatrical feature films and related programming; and Flix, offering theatrical feature films primarily from the last several decades; and a digital streaming subscription offering of the Showtime service. As of December 31, 2016, Showtime, The Movie Channel and Flix, in the aggregate, had approximately 76 million subscriptions in the United States, certain United States territories and Bermuda.

Showtime Networks makes versions of Showtime, The Movie Channel and Flix available on-demand, enabling television subscribers to watch individual programs at their convenience. Showtime Anytime subscribers can view on-demand programming, as well as the live telecast of the east and west coast feeds of Showtime. Showtime Networks operates the Website SHO.com which promotes Showtime, The Movie Channel and Flix programming, and provides information and entertainment and other services. Showtime Networks also owns a majority of and manages Smithsonian Networks, a venture with Smithsonian Institution, which operates Smithsonian Channel, a basic cable service in the United States, featuring programs of a cultural, historical, scientific and educational nature. Smithsonian Networks offers a companion on-demand version, makes Smithsonian Channel content available on an authenticated basis to certain distributors in the United States and licenses Smithsonian Channel content outside of the United States, including to Blue Ant Television Ltd. in connection with Smithsonian Channel in Canada. Smithsonian Networks also operates the Website SmithsonianChannel.com and various apps, which promote Smithsonian Channel programming and provide information and entertainment services. Smithsonian Networks also operates Smithsonian Earth, its digital streaming subscription service featuring original nature and wildlife content in ultra-high definition resolution (4K), which is available to consumers without a traditional MVPD video subscription.

CBS Sports Network is an around the clock cable program service that provides sports and related content, with a strong focus on college sports. The network televises live professional, amateur, semi-professional and collegiate events annually, highlighted by Division I college football, basketball, hockey and lacrosse, as well as professional bull riding (PBR), professional lacrosse (MLL), arena football (AFL), World's Toughest Mudder, and various styles of motor sports events (including asphalt, dirt, and off road racing). As of December 31, 2016, CBS Sports Network had approximately 55 million subscribers.

Publishing

The Publishing segment consists of Simon & Schuster, which publishes and distributes consumer books in the United States and internationally. It publishes and distributes adult and children's consumer books in printed, digital and audio formats in the United States and internationally. Its digital formats include electronic books and audio books. Its adult imprints include Simon & Schuster, Pocket Books, Scribner, Atria Books, Gallery Books, Touchstone and Howard Books. Its children's imprints include Simon Pulse, Aladdin, Atheneum Books for Young Readers, Margaret K. McElderry Books, Saga Press and Simon & Schuster Books For Young Readers. It also develops special imprints and publishes titles based on the products of certain CBS businesses, as well as that of third parties and distributes products for other publishers. International publishing includes the international distribution of English-language titles through Simon & Schuster United Kingdom, Simon & Schuster Canada, Simon & Schuster Australia, Simon & Schuster India and other distributors, as well as the publication of locally originated titles by its international companies.

Local Media

The Local Media segment comprises CBS TV Stations, its owned broadcast television stations. The stations produce news and broadcast public affairs, sports and other programming to serve their local markets and offers CBS, The CW or MyNetworkTV programming and syndicated programming. The Company's digital streaming subscription service, CBS All Access, offers an extensive on-demand selection of both current programming and library, original series, as well as the ability to stream live programming from local CBS TV Stations and certain CBS TV station affiliates. CBS All Access is available at CBS.com and through the CBS application on multiple digital platforms. The Company's television stations have a digital presence on CBS Local Websites, which are operated by CBS Local Digital Media.