Fitch Rates CBS' Senior Notes 'BBB'; Outlook Stable

CHICAGO--()--Fitch Ratings has assigned a 'BBB' rating to CBS Corporation's (CBS) proposed issuance of benchmark-sized senior unsecured notes maturing in 2025. The proceeds from the offering are expected to be used for general corporate purpose including the repayment of short-term debt and share repurchases.

Fitch currently has a 'BBB' Issuer Default Rating (IDR) for CBS. The Rating Outlook for the IDR, as well as all of CBS' ratings is Stable. A full list of ratings follows at the end of this release. CBS had approximately $7.7 billion of debt outstanding as of March 31, 2015.

The notes will rank pari passu with all other unsecured and unsubordinated indebtedness of CBS and will be fully and unconditionally guaranteed by CBS Operations Inc., a wholly-owned subsidiary of CBS that directly or indirectly owns Showtime Networks, Simon & Schuster, CBS Television Studios, 10 of the company's 29 full-power broadcast television stations, and the partnership interest in The CW Network. CBS will issue the senior notes under the amended and restated indenture dated as of Nov. 3, 2008 and first supplemental indenture dated as of April 5, 2010.

Terms as proposed are similar to those of previously issued notes, including i) a limitation on liens of up to 15% of total consolidated assets (excluding standard carve-outs); ii) the ability to sell or convey assets that generate less than 80% of total consolidated revenues; and iii) an obligation of CBS to make an offer to repurchase the notes at 101% upon change of control (as defined in the indenture) and non-investment-grade ratings, as defined. Similar to existing bonds, there are no financial covenants. There is no coupon step-up provision in this issuance.

The issuance is in line with Fitch's expectations that CBS will gradually increase its debt and increase leverage to its target ranging between 2.5x and 2.75x, which is in line with Fitch's 2.75x gross leverage target for the current ratings. CBS' content centric business strategy, which focuses on more stable and recurring revenue streams and positions the company to reduce its exposure to more volatile advertising revenues can, in Fitch's opinion support the company's leverage target.

KEY RATING DRIVERS

--Share repurchases continue to be the centerpiece of CBS' capital allocation strategy. Shareholder returns that exceed free cash flow (FCF) generation are incorporated into the current ratings to the extent that leverage remains below Fitch's 2.75x total leverage threshold.

--Fitch anticipates that CBS will maintain a rational approach to managing its balance sheet while increasing leverage to its target. Capital allocation will continue to prioritize investment in content creation and programming while preserving the historically conservative financial policy of its capital structure in the context of its leverage target and participating in merger and acquisition activity.

--Growing content licensing and distribution, affiliate and subscription revenues are improving CBS' revenue mix and are in line with the company's long-term objective to increase non-advertising revenue sources. However, CBS' exposure to advertising revenues at 50% is relatively high compared to other diversified media companies.

--CBS expects that its retransmission consent/reverse compensation revenue will grow to $1 billion by 2017 and to $2 billion by 2020. This revenue stream provides a stable and recurring element to CBS' revenue base, which mitigates some of the volatility associated with advertising revenues. Additionally, the high margin characteristic of these revenues strengthens the company's operating profile.

CBS' ratings reflect the strong competitive position of the CBS television network and studio as well as largely stable demand for its various advertising platforms. The broadcast network, owing to its ratings strength, is well-positioned to capture large viewing audiences amid an increasingly fractured media landscape. Fitch believes that demand for the television studio's content remains strong across all major end markets.

Rating concerns include an above-average exposure to cyclical advertising revenue and the company's capacity to adapt to ever-changing media consumption patterns, emerging distribution platforms, and technology evolution all of which will drive audience fragmentation and disrupt traditional media models. Additional concerns center on the company's ability to balance escalating programming expense and production costs with the requirement to consistently deliver programs that drive incremental share of an increasingly fragmented viewing audience while maintaining or expanding operating margins.

Leverage and Financial Policy

CBS' capital structure and credit protection metrics remain stable and within Fitch's expectations for the current rating. However, CBS' leverage target diminishes the capacity and financial flexibility the company has at the current rating level from Fitch's perspective. However, Fitch expects that CBS will continue investing in its core businesses and growth initiatives and support shareholder returns within the context of managing to its leverage target. Consolidated leverage was 2.3x as of the latest 12 months (LTM) period ended March 31, 2015.

CBS' ongoing investment in content and programming holds the highest priority in terms of capital allocation. Share repurchases continue to be the centerpiece of CBS' capital allocation strategy and the primary tool the company will utilize to achieve its leverage target. Shareholder returns that exceed FCF generation are incorporated into the current ratings to the extent that leverage remains below Fitch's 2.75x total leverage threshold.

Shareholder Returns

Shareholder returns (dividends and share repurchases) totaled approximately $3.9 billion during the year ended Dec. 31, 2014 (before consideration of CBS Outdoor Americas) representing 364% of FCF before dividends. CBS repurchased approximately $1 billion of its common stock during the first quarter of 2015; leaving approximately $3.8 billion of capacity remaining on its share repurchase authorization as of March 31, 2015. Fitch expects CBS will utilize the remaining share repurchase authorization by year-end 2016.

FCF and Liquidity

The operating leverage inherent in CBS' business along with modest capital intensity enables the company to generate meaningful levels of free cash flow and provides the company with substantial financial flexibility. CBS generated approximately $587 million of FCF from continuing operations (defined as cash flow from operations less capital expenditures and dividends), during the LTM period ended March 31, 2015, which follows $712 million of FCF generation during the year ended Dec. 31, 2014. Fitch notes that 2014 FCF generation was impacted by a $360 million payment related to the early termination of debt during 2014 and higher programming costs. Going forward, Fitch anticipates that the company will consistently generate consolidated free cash flow in excess of $1.2 billion providing CBS with adequate flexibility with in the current ratings to accommodate its capital allocation policy.

CBS' liquidity position is strong and supported by $331 million of cash on hand as of March 31, 2015, $2.5 billion in available credit facilities (all of which was available as of March 31, 2015, and expected FCF generation. CBS' revolver commitment expires on Dec. 15, 2019. Scheduled maturities are well-laddered and manageable considering expected FCF generation, reliable market access and backup liquidity. Approximately 20% of the company's debt outstanding as of Dec. 31, 2014 (pro forma for the January 2015 debt issuance) is scheduled to mature over the next five years, including $200 million during 2016, $400 million in 2017, $300 million in 2018 and $600 million in 2018.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case include:

--Low to mid-single digit revenue growth is assumed within CBS' Entertainment segment. Revenue growth benefits from the broadcast of the Superbowl in 2016 and strong political ad spending.

--The base case further assumes a stable economic and advertising environment.

--Syndication revenues will continue to be variable and dependent on content availability. CBS is positioned to capitalize on its strong position in first run syndication (15 of the top 20 syndication shows), a solid pipeline of content coming to off-network syndication and incremental demand for content from OTT and SVOD providers.

--Cable Network segment revenue growth reflects the stability of the business and modest affiliation fee increases. The company's investment in original programming supports affiliation fee growth. Fitch anticipates mid-single digit revenue growth.

--Publishing revenues decline modestly in the base case reflecting the ongoing impact of digital migration.

--Local Broadcasting segment again incorporates a stable economic and advertising environment as well as the typical political advertising cycle. Additionally the segment will benefit from growing retransmission consent revenues. These considerations are offset somewhat by continued weak CBS Radio revenue growth. Revenue growth ranges between 4% and -1% in the base case.

--From a margin perspective, the base case assumes modest margin expansion within the Entertainment segment reflecting growth in higher margin syndication and OTT and SVOD revenues. This is offset by higher content and programming costs.

--Cable Network margins are pressured due to increasing programming costs due to higher investment in original programming. Offset by benefits from new distribution windows.

--Publishing margins increases modestly to reflect changing revenue mix to higher margin digital sales.

--Local Broadcast margins move in tandem with the political cycle.

--All debt is refinanced at maturity. Incremental debt issuance to support share buybacks and lever the balance sheet to the new target over the ratings horizon.

RATING SENSITIVITIES

Positive rating action would likely coincide with CBS adopting a more conservative financial policy highlighted by a gross leverage target of 2.25x or lower. Moreover, Fitch needs to observe meaningful progress in CBS' efforts to transform its revenue mix and reduce its reliance on cyclical advertising revenues. Meanwhile, CBS will need to demonstrate that its operating profile can sustain itself amid ongoing competitive pressures, changing media consumption patterns and evolving technology platforms.

Negative rating actions are more likely to coincide with discretionary actions of CBS management including, but not limited to, the company adopting a more aggressive financial strategy which increases leverage beyond 3x or event-driven merger and acquisition activity that drive leverage beyond 3.5x in the absence of a creditable deleveraging plan.

Additionally, negative rating actions could result should Fitch begin to observe a negative impact from alternative content distribution platforms and other forms of entertainment that is significantly larger than Fitch's expectations. Other negative triggers include a weakening of the company's television studio's ability to produce desired television content, or secure programming on its television networks that consistently delivers viewing audience and related advertising revenues.

Total debt at March 31, 2015 was $7.7 billion, which consisted primarily of:

--Approximately $7.6 billion senior unsecured notes and debentures maturing 2016-2045;

--$46 million senior unsecured notes issued at CBS' wholly owned subsidiary CBS Broadcasting, Inc., which are not guaranteed by CBS Corp;

--$95 million of capital leases and other obligations;

--CBS did not have any outstanding commercial paper as of March 31, 2015.

FULL LIST OF RATINGS

Fitch currently rates CBS as follows:

CBS Corporation (CBS)

--Long-term IDR 'BBB';

--Senior unsecured 'BBB';

--Short-term IDR 'F2';

--CP 'F2'.

CBS Broadcasting, Inc.

--Long-term IDR 'BBB';

--Senior unsecured 'BBB'.

Date of Relevant Committee: May 8, 2015

Additional information is available on www.fitchratings.com.

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 28 May 2014)
https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=749393

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Contacts

Fitch Ratings
Primary Analyst:
David Peterson, +1-312-368-3177
Senior Director
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst:
Brian Yoo, CFA, +1-212-908-9175
Senior Director
or
Committee Chairperson:
John Culver, CFA, +1-312-368-3216
Senior Director
or
Alyssa Castelli, +1-212-908-0540
Media Relations, New York
alyssa.castelli@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst:
David Peterson, +1-312-368-3177
Senior Director
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst:
Brian Yoo, CFA, +1-212-908-9175
Senior Director
or
Committee Chairperson:
John Culver, CFA, +1-312-368-3216
Senior Director
or
Alyssa Castelli, +1-212-908-0540
Media Relations, New York
alyssa.castelli@fitchratings.com