Paramount Global (PARA) 2012 Q4 法說會逐字稿

Good day, ladies and gentlemen, welcome to the CBS Corporation fourth-quarter 2012 earnings release teleconference.

Today's call is being recorded.

At this time, I would like to turn the conference over to the Executive Vice President of Investor Relations, Mr. Adam Townsend.

Please go ahead, sir.

Thank you.

Good afternoon, everyone, and welcome to our fourth-quarter and full-year 2012 earnings call.

Joining me for today's discussion are Sumner Redstone, our Executive Chairman; Leslie Moonves, President and CEO; and Joe Ianniello, Executive Vice President and CFO.

Sumner will have opening remarks and we will turn the call over to Les and Joe, who will discuss the strategic and financial results.

We will then open the call up to questions.

Please note that during today's conference call, the fourth-quarter and full-year 2012 profit measures will be discussed on an adjusted basis unless otherwise specified.

Reconciliations for non-GAAP financial information related to this call can be found in our earnings release or on our website.

In addition, statements in this conference call relating to matters which are not historical facts are forward-looking statements which involve risks and uncertainties that could cause actual results to differ.

Risks and uncertainties are disclosed in CBS Corporation's news releases and securities filings.

A webcast of this call and the earnings release related to today's presentation can be found on the investors' section of our website at CBSCorporation.com.

With that, it is my pleasure to turn the call over to Sumner.

Thank you, Adam.

Good afternoon, everyone.

Once again, I am more than proud of the jobs that CBS is reporting today.

We are truly on a roll.

The Company is in a position of great strength and I'm confident our strategy will keep us at the top of our game for many, many years to come.

The reason, of course, I am so certain is because of Leslie and his superb management team.

They continue to lead CBS into a bright future.

And now to tell you more, I am going to turn it over to my very good friend, a man I frequently and properly call a super genius, Les Moonves.

Thank you very much, Sumner, and good afternoon, everybody.

Welcome and happy Valentine's Day to you all.

Throughout last year, we told you that we would post record results in 2012 and I'm pleased to report that we did, not only for the year but for the fourth quarter as well.

In fact, we had our best fourth quarter ever in all profit measures, including OIBDA, operating income and EPS.

Our sources of high-margin growth are hitting on all cylinders, and as a result we are driving earnings like never before.

As our Company evolves, we will continue to build momentum propelling us to even greater heights.

2013 is going to be an even better year with significant growth in retrans, significant growth in reverse compensation, significant growth in digital streaming, significant growth in domestic and international syndication.

And, our base businesses will grow even stronger, led by the CBS Television Network, which is number one in viewers in every single key demographic.

And, we expect to remain that way for the rest of the season.

All of these areas of growth are built upon the enduring strength of our premium content.

In addition, as you are aware, we have announced a pair of very important initiatives regarding our outdoor segment that will speed the transformation of our Company into one that is even more built on steady, recurring revenue streams.

First, we are selling our outdoor operations in Europe and Asia, which is attracting significant interest.

And at the same time, our outdoor Americas business is in the process of being converted into a REIT, which will greatly unlock the value of this business for our shareholders.

Because of all these factors and the great confidence we have in our businesses, we announced plans today to immediately repurchase an additional $1 billion of our stock.

This accelerated share repurchase will nearly double our previous commitment for the year.

In addition, when we conclude our outdoor initiatives, we also intend to use that currency to return additional capital to our shareholders.

It should be clear that returning value to investors remains a top priority for us, and today's news is further proof of that.

As I mentioned, we have great confidence in the future because all the key pillars of our growth strategy are performing just as we said they would.

Last month, we announced another retrans agreement a very attractive terms with Charter Communications.

This deal includes our own station as well as carriage for Showtime, Smithsonian and our fast growing CBS Sports cable network.

Just like our previous agreements, each new deal we make is better than the last, and as a result we are looking at significantly higher retrans revenue in 2013.

Plus, we remain ahead of our target of hitting $1 billion in revenue from retrans and reverse comp by 2017, if not sooner.

Just yesterday, we announced a renewal and expansion of our agreement with Amazon to stream a large amount of library programming and we also announced this week a separate deal with Amazon to license our upcoming summer miniseries, Under the Dome.

This was a unique opportunity to subsidize a summer serialized showed a whole new way.

However you slice it, streaming is becoming a very important revenue source for us with tremendous upside.

I can tell you there is fierce competition out there for all of our content, and the marketplace continues to develop with more and more players all wanting what we produce.

So from I Love Lucy to NCIS to Under the Dome, we have an endless array of possibilities.

This includes, as we said last quarter, for the first time selling past seasons of certain current hit shows.

This can have a big financial upside.

We will continue to respond to opportunities and feel better than ever about our position in the catbird seat with the best current and library content out there.

Meanwhile, our traditional domestic syndication business is performing very well with some particularly strong years ahead.

We are licensing NCIS Los Angeles here in 2013 and you can expect to hear an announcement on The Good Wife very soon for this year, too.

Plus, Hawaii Five-O and Blue Bloods will go into syndication next year.

And given the continuing success of Elementary, the highest-rated new show of the year, we have flexibility on when we sell the show down the road as well as a number of our Showtime hits, including Dexter, Californication and Nurse Jackie.

So, our syndication pipeline remains very robust.

And, of course, we are licensing these shows into a rapidly expanding international marketplace as well.

The international marketplace continues to thrive.

Each, revenue and profits go up considerably.

This past year, we booked $1.1 billion in revenue and we are confident we will exceed that this year.

In addition to licensing our hit shows to distributors, we're also using our content as currency to expand our ownership positions in cable channels around the globe.

Along these lines, today we announced a similar arrangement right here at home by gaining an ownership stake in Mark Cuban's AXS TV cable channel.

We gave them access, no pun intended, to serve the live event programming as well as some promotion in exchange for significant equity in an entertainment cable network that is a terrific complement to our tentpole events.

This partnership with AEG and Mark Cuban is a very exciting opportunity for us.

Add to all of this our base advertising business that not only grew in the fourth quarter but accelerated from the third, and you can see why we have a lot of positive things to look forward to in 2013 and beyond.

Let's take a quick look at the numbers before we turn to our operational highlights.

During the fourth quarter, we increased our revenue by 2% to $3.7 billion, and we turned that revenue growth into record profits with OIBDA of 6% to $866 million.

Operating income was up 12% to $726 million, also a record.

And EPS was a record too, up 14% to $0.64.

Remember, we achieved these results against an extremely strong fourth quarter in 2011.

Meanwhile, we also broke records for the full year as well.

Revenue of $14.1 billion was up 3%, OIBDA of $3.5 billion was up 10%, operating income of $3 billion was up 14% and EPS of $2.55 was up 23%.

So we delivered a record quarter and a record year while positioning the Company for an even better 2013.

CBS just ended one of the most remarkable three-week periods in the history of television with our broadcasts of the AFC Championship Game, the Super Bowl and the Grammy Awards.

Super Bowl XLVII, the biggest of big event television, was the third most watched program in television history with 108 million viewers.

And ratings for the Grammys was the second-highest in 20 years with 28 million viewers.

For the Super Bowl, we pulled the entire Company together.

15 CBS shows across nine divisions, all centered around historic square -- the historic Jackson Square in New Orleans; CBS News, CBS Entertainment, CBS Distribution, CBS Interactive, CBS Radio, Showtime, our Sports cable network and, of course, CBS Sports were all there getting sampled by new consumers and maximizing our profitable partnership with the NFL.

And as you know, NFL Football, the Grammys and nearly all of CBS's key big event sports and entertainment franchises are all locked up for the next decade.

By the way, each of these tentpole events is getting bigger all the time through the rise of social media.

In fact, the four biggest social media events in history are this year's Super Bowl, number one, last fall's elections, this year's Grammys and last year's Grammys.

All of these events were on CBS and we have three of them exclusively.

We are continuing to monetize the second screen all the time, so our big events are not only gaining valuable promotional buzz, but becoming more and more profitable as well.

Meanwhile, our success at the network isn't just the Super Bowl and the Grammys.

The rest of our schedule is performing phenomenally, too.

Yes, last week the Grammys was the number one show.

But last week, in addition, we had 17 of the top 20 programs.

We won 82% of the half hours in prime time.

It doesn't get much better than that.

Plus, last month, we were the first television network in six years to have two scripted programs, NCIS and Big Bang Theory, with more than 20 million live viewers in the same week.

So, just as we predicted in our last call, the momentum at the CBS Television Network is building.

CBS is now the number one network in all key demographics, including adults 18 to 49, and we're pulling away from the pack.

We are ahead of last year's numbers and should finish the season ahead in every single demographic category.

And we should be the only network to have done so.

Our shows continue to attract millions of additional viewers through the DVR, streaming and video on demand as well.

When you look at the seven-day window after our shows air, more than 10 of our shows average an additional 3 million viewers on measured devices.

As these numbers continue to climb, we will monetize many more viewers than we are right now.

One thing I know for certain about this year's upfront is, like last year, we will once again lead the pack in terms of pricing and overall volume.

And as always, the bar will be very high to get on our schedule.

Once again, we do not have many holes to fill at CBS and we have several exciting new prospects to fill the few that we do.

This includes a new comedy from Chuck Lorre, a crime drama from Alex Gansa and Howard Gordon, the team who created Homeland; as well as the drama from the guy who produces CSI and the Pirates of the Caribbean franchise, Jerry Bruckheimer, and many, many more.

In addition, in advance of this fall, we have announced the most aggressive summer programming schedule in the history of the CBS Television Network.

First up, as mentioned, is Under the Dome, our 13-part miniseries based on our own Simon & Schuster Stephen King novel produced by Steven Spielberg's Amblin Entertainment.

We have also expanded our very profitable Big Brother franchise and we will be launching another new reality series as well.

Plus, Unforgettable, a series that was number one in all key demos for its time period when it went off the air in its first season, will return for its second season of originals late this summer.

Meanwhile, our aggressive investment in new programming is also a key part of our big success at our cable network segment.

Dexter and Homeland had their best rated seasons this fall with Homeland clearly being the most honored television show of the year.

And we followed that up in January with the highest ratings yet for Shameless, House of Lies and Californication.

These shows have helped us grow Showtime subscribers for nine straight years.

This past year alone, we gained 1 million subs and we are now north of 22 million.

Showtime is indeed on fire.

We will capitalize on the success of Dexter and Homeland to launch two new dramas on Showtime this year.

Ray Donovan will premiere after Dexter this summer, and Masters of Sex -- success and sex -- will debut -- it is Valentine's Day -- will debut in September immediately following the highly-anticipated return of Homeland.

We have ownership in both of these new shows.

Our content continues to lead the way in publishing as well.

Simon & Schuster ended the year with 317 New York Times bestsellers with 35 making it to number one.

That's 84 more bestsellers and six more number ones than we had in 2011.

We also continue to have increasing success in the more profitable e-book format, which represented 24% of our publishing revenue in the quarter.

Once again, this digital revenue has better margins than the traditional publishing model.

In local broadcasting, we also had a very strong quarter led by political advertising.

Our TV stations set a record for political in the fourth quarter and followed that up in the first quarter with a record for Super Bowl spending as well.

Owning stations in both San Francisco and Baltimore was clearly a plus.

In fact, WJZ in Baltimore had its highest ratings since Nielsen began measuring television in that market.

And for all our friends in Baltimore, we think Joe Flacco's play was awesome.

The Super Bowl was all is also very good for us in radio, where we debuted our CBS Sports Radio Network just a few weeks before the game.

When we announced this venture last year, we had less than 100 affiliates.

Now we are already at 250.

The Super Bowl was a tremendous launching pad for this franchise and we look forward to good things to come.

Finally, we have our game-changing outdoor initiatives, which we feel very good about.

Once again, we love the outdoor business and its continuing prospect.

This business continues to perform well for us and the prospective sale of our international properties has generated a significant amount of interest.

At the same time, the investment community clearly likes the idea of a REIT conversion for our business in the Americas, and we are confident we can achieve maximum value for our shareholders through these actions that are underway.

So, as you can see, our businesses are performing extremely well across our Company.

We are very confident as we look forward 2013 is going to be a tremendous year.

The CBS Television Network is performing even better as we head into the upfront.

Our local businesses are getting stronger.

Retrans and reverse comp are going to be up significantly this year.

Digital streaming is going to be up significantly.

Domestic syndication has some huge years ahead and the international marketplace continues to grow rapidly.

Plus, when you look at CBS down the road, with all these growth areas becoming a bigger part of our revenues, the Company's reliance on advertising should go from more than 70% a few years ago to just over half.

That's a very dramatic change in a very short period of time.

So we are transforming into a different Company poised to grow in any economy and positioned to grow even more as the economy improves.

I couldn't be more pleased with our record fourth quarter and our record year in 2012, and I look forward to a terrific 2013 for the CBS Corporation.

And with that, I will turn it over to Joe.

Thanks, Les, and good afternoon, everyone.

Before I get into our results, I want to highlight some changes you see in our financial statements.

As a result of the actions we've taken regarding outdoor, our outdoor business in Europe and Asia is presented as a discontinued operation and our remaining outdoor segment has been renamed Outdoor Americas.

In addition, as a benefit of the pre-funding we have done into our pension plan which lowers our residual cost line, when you look at our segment tables, residual costs are now included within Corporate.

You can refer to the 8-K we filed last week, which presents prior periods on a consistent basis.

Now I would love to provide more details about our record 2012 fourth-quarter and full-year results, then I will discuss what we see ahead.

After that, we will be happy to take your questions.

As Les said, our financial performance is benefiting from our strategy of driving growth from new recurring revenue sources along with healthy increases in our advertising-supported businesses.

Our revenue mix will further diversify as we fully monetize our content in an ever-changing media landscape.

In the fourth quarter, total revenue grew 2% to $3.7 billion.

Advertising revenue increased 3% in the fourth quarter, an acceleration from the third quarter.

Content licensing and distribution revenue was down 7% due to a tough comp against last year's fourth quarter that included our initial CW streaming deals with Netflix and Hulu Plus.

Affiliate and subscription fee revenue was up 9%, driven by growth at Cable Networks, as well as higher retrans and reverse compensation.

These increases in our high-margin revenue streams, coupled with flat operating expenses for the quarter, helped us produce record OIBDA of $866 million and expand our OIBDA margin 90 basis points to 23.4%.

In addition, I would like to note that we took $19 million in restructuring charges throughout the Company in the fourth quarter and we expect to realize annual savings of about $30 million as a result of these actions.

For the year, it's a very consistent story.

We generated record revenue of $14.1 billion, up 3% in 2012 with growth in all three of our major revenue sources.

Advertising grew 1%, content licensing and distribution was up 7% and affiliate and subscription fees increased 9%.

These revenue increases drove records in all of our profit measures, included diluted EPS from continuing operations of $2.55 for 2012, which was up 23%.

Now let's turn to our segments.

For the quarter, Entertainment revenue of $1.99 billion was even with last year.

We had growth in network advertising, retransmission fees and reverse compensation.

And that growth was offset by the difficult comparison to the fourth quarter of 2011, when we had our initial CW streaming deals that I just mentioned.

Network advertising was up 3% in the fourth quarter.

After the election, the demand from the scatter marketplace was the strongest we had seen in all of 2012.

Entertainment OIBDA of $328 million grew 3% in the fourth quarter, driven by our more profitable revenue mix, and our OIBDA margin expanded 60 basis points to 16.5%.

Turning to Cable, fourth-quarter revenue was up 11% to $438 million as the segment continued to benefit from growth in rates and subscribers as well as the licensing of our Showtime original content.

Cable OIBDA grew 6% to $185 million for the fourth quarter.

Our cable OIBDA margin was affected by the timing of the airing of our Showtime programming.

As we have said before, we always look at margins on a year-to-date basis.

For the full year 2012, our Cable OIBDA margin expanded 200 basis points to a record 46%.

In Publishing, Q4 revenue of $215 million was down 6% compared with Q4 of 2011, which included the release of the Steve Jobs biography, a huge bestseller in 2011.

At the same time, our higher-margin e-book sales grew 24% over last year's fourth quarter.

Publishing OIBDA was up 11% for the fourth quarter to $31 million as a result of growth in digital revenue, and our OIBDA at Publishing expanded 200 basis points to 14.4%.

Turning to Local Broadcasting, fourth-quarter revenue of $787 million was up 9%, fueled by strong political advertising.

TV station revenue was up 17% and radio revenue was up 1%.

Local Broadcasting OIBDA was up 22% to $325 million during the fourth quarter, and the Local Broadcasting OIBDA margin expanded from 37% to 41% with some of our key TV stations hitting their highest margin in many years.

At Outdoor Americas, a couple items in Canada affected our fourth-quarter results.

We did not renew a transit contract in Toronto and we also made a one-time retroactive payment in the fourth quarter for a new industry-wide advertising billboard tax in that market.

As a result, fourth-quarter revenue of $340 million was down slightly and our OIBDA was down 13% to $94 million with all of the decline coming from this tax payment.

Meanwhile, our US Outdoor business, which is the backbone of this segment, continued to show solid growth with revenue up 3% for the quarter and 5% for the year.

Turning to cash flow and the balance sheet, free cash flow came in at $199 million for the fourth quarter compared with a use of cash of $42 million in the fourth quarter of 2011.

In each of these periods, we made a $200 million discretionary contribution to our pension plan.

We also used $299 million of cash to retire 8.5 million shares of our stock during the fourth quarter.

For the full year, we returned roughly $1.2 billion to retire 35.5 million shares at an average price of $33 a share.

As Les said, we announced plans today to initiate an accelerated share repurchase program of $1 billion during the first quarter.

This is in addition to the $1.2 billion in buybacks that we already planned for this year and nearly doubles the amount of our share repurchases for 2013.

So this gives you an indication of the confidence we have in our future.

We also ended 2012 with $708 million of cash on hand.

Now let me give you a few observations of what's ahead.

Advertising trends are favorable.

First-quarter scatter pricing is up in the teens, and Leslie already told you about our ratings.

Let me also point out, without the political preemptions that we had in 2012, we will have 17 additional hours of prime time inventory to sell on the network in 2013.

And to give you some context, that's worth tens of millions of dollars to us.

Our TV stations are pacing to be up mid-single digits for the first quarter and radio is pacing to be even with last year.

Looking at some major categories, auto and financial services remain strong and retail is now accelerating.

In addition, Outdoor Americas is pacing to be up low- to mid-single digits.

As you look at the first quarter, keep in mind that the NCAA Final Four is in the second quarter of this year, but was in the first quarter of 2012.

Turning to our nonadvertising revenue sources, you already know about our new carriage agreement with Charter, but there's more to come.

Altogether, we will be renewing agreements for 20% of our television station footprint in 2013, so you can expect continued growth in affiliate and subscription fee revenue led by big increases in retrans.

We also expect our other major revenue source, content licensing and distribution, to be particularly strong.

We will have 186 episodes of NCIS Los Angeles and Good Wife going into first cycle domestic syndication later this year.

And in streaming, the appetite for CBS program also continues to be very strong, as demonstrated by our Amazon extension.

As a result, 2013 streaming revenue will exceed 2012 levels based on deals already in place.

So 2013 is set to build off of a record 2012, and we haven't even realized the benefits of our outdoor initiatives yet.

As Les said, we have had a considerable interest in our outdoor business in Europe and Asia.

And for Outdoor Americas we are on track to file the ruling request with the IRS next month to convert our business into a REIT.

We look forward to update you on our progress during upcoming calls.

Also for 2013, we expect our tax rate as well as our capital spending levels to be comparable to 2012.

In summary, we are executing our strategic vision, excelling creatively in our operations and displaying strong financial discipline.

We have strengthened our balance sheet and we will continue to benefit from our recent refinancings for many years ahead.

In addition, we remain vigilant about containing our costs.

Our operational success and our financial health also enable us to continue to drive earnings and return value to our shareholders, as evidenced once again by our ASR announcement today.

So 2012 was clearly a great year.

But there is much, much more to come.

With that, Keith, we can open the line for questions.

(Operator instructions) Ben Swinburne, Morgan Stanley.

I will ask my question and follow-up all in one shot here, for efficiency purposes.

Joe, on the buyback and the outdoor plans, you obviously create a lot of optionality for the Company as you move down this REIT path, so it's hard to pin down exactly what you might do with the capital over the next couple of years.

But maybe one way to help us think about it is, what's the right way to think about leverage at the Company, your comfort level going forward?

And maybe, if you want to talk about what that might look like in outdoor sale or a spin-off scenario with the core business.

I think a year or so ago, you talked about leverage ranges, but it has been a while since you've update us.

And then, Les, on the content side, there was a lot of consternation about ratings back in the fall.

I think people have calmed down a little bit down.

But as you think about your schedule heading into the pilot season and into next fall, do you think you need to make any changes to the kind of lineup you've got, whether it is more serialized, more comedy, more reality competition?

These things tend to -- they're the sort of fads come in and out, and you guys have built a big business around procedurals.

But just I would love to hear your thoughts on those genres and what you think makes sense longer-term for the network.

Let me take the first part and then let Les answer the second part.

Look, obviously, the outdoor transaction is unlocking tremendous value and it's creating financial flexibility.

I think there's no question in that, again, evidence our actions today.

And the revenue mix, I think more importantly in our business, is obviously becoming more predictable, steady and recurring.

So that gives us obviously a lot more confidence.

So we're going to continue to evolve our thinking on leverage.

But, obviously, again, as we keep -- our focus is always going to be on returning value to our shareholders.

So we are going to continue to move that forward.

But, again, there's a tremendous amount of financial flexibility being created here.

I don't have a target number, a specific exact number, because it's always, again, evolving.

But again, as I said, we certainly have more confidence in a steady, recurring revenue stream.

Got it.

And on the ratings, as we said, the ratings this fall were a little more difficult to read, number one.

Number one, there were a number of predictions because of political.

The season started a bit late.

In addition, obviously the amount of that we're watching live is only about 60%.

So at first blush, looking at what those ratings are were sort of hard to read.

And there's the normal sampling of the new stuff.

Yet, we said, guys, just hang on, we are going to be fine.

And we are fine, we are ahead, we are better than even.

We are ahead going into February.

We are winning February sweeps by a lot, and that's more than just these special events that we have had.

And as we look down the road, as we are looking towards May, once again, we've ordered a couple of more pilots than we have in previous years.

But as I mentioned, the pedigree is pretty phenomenal about who we have and it's going to be hard to get on our schedule.

In terms of types of programming, I'm going to say the same thing I've said for 18 years.

The best shows are going to get on the schedule, whether it's a comedy, a drama, a procedural drama or not.

My guess is there are not going to be a lot of new shows like there was last year, which enables us to sell even better.

Our ratings are extraordinarily good and we should lead the pack as it comes to the upfront, and I think we're going to have a few new shows and we are not going to be very much.

Thanks a lot.

Jessica Reif Cohen, Bank of America Merrill Lynch.

A question on AXS -- will you be handling the affiliate negotiations?

And can you give us some detail on what kind of content you will provide?

Will they have access to your live events?

And then on retrans I don't know if -- I didn't hear it if you said, but did you give a number?

Presumably, you hit the $250 million target.

And can you give us roughly how much growth you would expect in retrans and reverse comp in the coming year?

I will do the first and I will let Joe do the second.

Regarding AXS, it's sort of going to operate the way it is.

Having the power of CBS, I'm sure we will be able to increase affiliate fees.

But it's not going to be part of our negotiation.

We will help out.

We will join in when possible and when probable.

And in terms of content, we have an awful lot of live programming, and this is going to involve some of the shoulder programming that we do.

For instance, backstage at the Grammys or pre-shows and post shows, the Friday night events this past week at the Grammys, the tribute to Bruce Springsteen -- that was on access.

So we are going to work with them to provide a lot of content.

And it's great to be in business with Mark Cuban and Tim Leiweke.

They are good guys to be in business with and it's a very exciting new prospect for us.

And, Jessica, for the retrans number, I think when you combine it with reverse comp, we have said, 2013 we are going to approach the halfway mark to that $1 billion we gave you, so nearly $500 million for 2013.

So we were are well on our way.

Thank you.

David Bank, RBC Capital Markets.

This is a follow-up on Ben's follow-up, which is when you think about the outdoor monetization opportunity, if you think about it as a straight spin, right, you get to lever up a little bit, which is nice, and there is some excess capital and it sounds like you are committed to giving that back to shareholders.

But could you describe beyond just sort of a straight spin how you could maybe further monetize the asset to result in maybe more actual -- the ability to shrink your share base by monetizing the outdoor asset?

Could you give us a little bit more color around that, if it's possible?

Thanks.

Look, first thing is we have total optionality.

We've preserved all options on the table.

We think, again, this unlocks the greatest amount of value, but there's a variation to a spin-off if you are just focusing, again, on CBS shareholders for a second, a split-off, as you know, is an exchange offer.

So, where we would exchange the shares from outdoor newco for CBS.

So it could act as another share retirement kind of program.

So really, there are a lot of different technologies out there really to get at the value.

So that's why we say we look at this as a currency and we are able to basically unlock the value.

So as a CBS shareholder, you win either way.

You either have two pieces of paper, one piece of paper, but either way it's greater than its whole.

So no matter how you look at it, David, as Joe said, the key is optionality.

But any way we do a transaction or a deal, anything that happens, it is good for our investors.

There will either be retirement of shares, there will be capital to buy back shares, etc., etc.

So we think everybody is going to win by this.

Thanks very much.

Michael Morris, Davenport.

Two topics I'm hoping you can help with -- first, on local television it seems that the advertising wasn't quite at the level you were expecting the fourth quarter when you commented on your third quarter call.

I'm curious whether that was the organic numbers or political, or whether I'm misreading that.

And the outlook that you gave for the first quarter, whether that's an acceleration or trends are heating up or whether that's a sustained level.

So that's the first.

And then the second -- the CBS Sports Network -- my question is really whether you can do more with this network.

I'm thinking specifically, you do have a lot of sports rights.

I know that you use them on the CBS Broadcast Network, and that's part of your retrans proposition.

But is there some opportunity there where you can be more aggressive with that network and push for some higher affiliate fees?

I will do the second question first, and Joe, you can talk about local.

The sports -- that's exactly right.

The initial reason for acquiring them way back when was to combine it with our sports operation, which it is now fully doing.

And when do you look at the breadth of our sports profile now, with our sports radio network, our cable network and CBS Sports, one of the keys to making this sports network work is getting more games, more original programming.

And we are doing that using the talent and some of the rights fees.

So when we go in with CBS to get a basketball conference for rights, we will always include some additional games for the CBS Sports Network.

And that invariably is happening with just about every new contract we have.

So, as we walk in and get paid for this network, the quality of the games, the quality of what it is becomes bigger and bigger.

And we think the fees -- we are already seeing the fees go up, and it is becoming quite profitable for us.

And Michael, on local for the fourth quarter we definitely saw people buy around political.

Political was a record fourth quarter for us for presidential, so we definitely see some categories buying around it.

If I was going to single one out, it would be retail.

Maybe there was some uncertainty around the fiscal cliff and other things.

But as I said in my remarks, that category particularly has come back nicely in Q1.

So we are pretty positive on the local categories.

Yes, and the thing that is significant to add onto that is how much the scatter is improving as we have gotten into the first quarter or, frankly, right after the election, in December.

I think they were holding back, but when we see the pacing right now in the first quarter, specifically retail and some of the other ones, we are very encouraged.

Great, thanks a lot.

Doug Mitchelson, Deutsche Bank.

So I would say the two most common questions are -- regarding the REIT are, can you really get everything done that needs to be done to effect a REIT by January 1, 2014, so IRS systems?

And then the second, will you spend the proceeds to buy growth?

Sony comes up a lot.

There's other studios, cable network groups.

And you somewhat addressed the second part of the question.

But just more specifically, should investors think that you are considering reshaping the Company, shifting from outdoor to a different type of media asset?

And anything about execution on the REIT would be helpful.

Thanks.

There is a lot of work getting done and there are a lot of people probably listening to this call who are working on that transaction.

So I'm not sure why they are listening to that call; they should probably get back to work.

But we are confident in that timetable.

Obviously, we will be filing with the IRS.

We think 6 to 9 months is sufficient.

There's obviously an SEC process as well, so that will go on simultaneously.

But we are confident we can get that done with the right team around that.

But there is a lot of work.

As far as the proceeds, obviously we are open to everything.

But, as we sit here today, we see our best and highest use of buying back our stock.

So we're going to focus on doing that.

That works.

And we are transforming the Company with just executing on our strategic vision, as you are seeing the mix change.

So we don't need an acquisition to do that.

I think, again, we've demonstrated that today, and we continue to do that.

And just to follow up -- no concerns on the information technology side, all the things that you have to be able to track to effect a REIT?

No.

It's just got to be -- the revenue has got to feed into a QRS or a TRS.

So it's either qualified or not qualified.

So we have some smart guys figuring out how to map revenue.

We know how to collect the money, now we've just got to put it in the right bucket.

Alright, thank you.

We are ready, we are ready.

John Janedis, UBS.

There has been a move by some of the SVOD players for more exclusive or newer content renewals.

And I know in the past you have talked about your ability to monetize your library.

Can you talk a little bit more -- you mentioned it on the call, but where are you on selling prior seasons of existing CBS shows, and how real is the interest from new SVOD players?

In terms of -- we are obviously that -- it's something that I mentioned earlier.

The thing we are talking to people about doing, there are certain shows that will fit more appropriately to being sold, previous season of current shows.

There are a couple of those shows that could fit into that sort of situation.

And once again, it can unlock a lot of money.

As we have seen from the Under the Dome deal, and people say, gee, this is a new kind of deal for you -- and it absolutely is.

And frankly, to put on that kind of quality programming in the summer, we needed to do an exclusive deal with Amazon and a deal that takes place only four days after airing.

So it's a brand-new model for us.

So as we have been maybe somewhat more conservative than some of our competitors about that, what we are doing is studying the SVOD market.

We are studying the digital market and we are choosing how to make our deals and the deals we are making today are deals we may not have made two years ago, now that we know a lot more about the marketplace.

Obviously, to renew an Amazon deal is very productive.

We are obviously still doing deals with Netflix all the time.

Intel, we are obviously in conversations with, as they are with all content suppliers.

The good news -- Hulu continues to knock on our door, and should I say Hulu Plus, more specifically.

The good news about us, and we have said this over and over again -- we have the library and the current content that everybody wants.

So our job is just to make the right deals, and I think we are.

Maybe as a follow-up, are you seeing more interest from new international markets?

Yes, yes.

What's interesting about the international marketplace is, often, the digital suppliers are the same people that are the cable or the broadcaster there.

So our international groups are selling to different people in the territory, but it's country by country.

And, obviously, Netflix is growing there.

So the great news -- once again, I keep reiterating, I'm a broken record, they all want the content in as many places as they can get it, and we are happy to give it to them.

Thanks.

Alexia Quadrani, JPMorgan.

Just to follow up on the comments you made on the SVOD revenues, when you say the SVOD revenue is likely to be up in 2013, are those deals that have already been made, or are those just projecting in terms of what you think is in the pipeline?

And also, are you already seeing SVOD revenue from sales of shows of previous seasons that are currently on air, or is that still to be negotiated?

Frankly, it's all of the above.

Obviously, it's increases in current deals that we currently have.

We also have the ability, as you know, to take shows and, at our discretion, put them into the deal if we take them off the CBS Television Network, which is a possibility.

And in addition, there are certain shows where previous seasons of current shows will be out there in some of those arrangements.

So the good news is there are a lot of opportunities in every way, shape or form.

Alright, thank you.

Laura Martin, Needham & Co.

Let's talk about political advertising for a sec.

I think in our model, we had about $180 million.

Joe, could you tell us whether that came in close?

And remind me, Joe -- my recollection is that maybe as we think about doing target prices out to 2014, I am remembering that your midterm elections are larger than your presidential year.

Could you size for us how much bigger they have been historically over the presidential year?

Let's start with that first.

Okay, sure.

I think your number from $180 million is in the ballpark, Laura, very close.

Again, like I said earlier, a record presidential.

The midterm election revenue is higher, I would generally say 20%-plus higher, in that kind of range.

So again, we're looking forward to 2014.

Perfect, great.

And then, Les, thinking about the upfront, so we have got scatter mid-single digits; you guys are going to replace like even fewer than that, I'm sure (multiple speakers) --

Scatter is in the teens.

Scatter is in the teens.

Mid-teens, sorry.

And you are going to replace fewer than five shows.

So you are pretty good about being aggressive, walking into upfront as the number one player.

Where are you thinking right now is going to be your ask as you walk into upfront this year (multiple speakers)?

Look, Laura, my sales department will kill me.

I am not going to make -- last year, I said double-digits and we only had nine.

The year before I said double-digits and we had 12 to 13.

So it's a bit early to make the prediction.

We are going to be up, but I'm not going to give you a number right now, but I'm feeling very confident.

Okay, thanks so much.

David Miller, B. Riley Caris.

Joe, just one question.

My understanding surrounding the dynamics of the Americas Outdoor piece is that yes, you are going to pursue a REIT status.

But if a bid should come along for the business that you think is super accretive and assigns fair value to the business, then you will just take that bid and just do away with the whole REIT endeavor.

Given that as a backdrop, what would be the hard date that you would have to make that decision?

Would it be June, September, Thanksgiving?

What's the hard date where you would have to decide, okay, we're just going to sell this business and do away with it, or actually really pursue the REIT structure?

Thanks very much.

There is no hard date, David.

We are going to maximize value for our shareholders, so if a superior transaction comes along we will certainly consider it.

Our focus and intent is doing it.

We think we're maximizing value with this transaction.

But, obviously, we are always going to be rational business folks and we are going to listen to anything that's presented.

Okay, thanks very much.

Alan Gould, Evercore Partners.

Thank you, a couple REIT-related questions.

Joe, what range of leverage do you plan on putting on the Outdoor Americas business?

And with respect to the international outdoor business, can you give us any idea of roughly how much debt is on that business and what the EBITDA was in 2012 excluding the UK outdoor -- UK underground contract?

Sure, Alan, let me start with the REIT.

Again, we haven't made any of those decisions.

But if you just looked historically at REITs, I think plus or minus 4 times has been a range of leverage that it seems like other people in similar industries have put on it.

So it can certainly support that level, potentially even a little bit more.

So that's going in.

In the international business, again, it is saddled with a tough contract in London, as we are all well aware, that does expire in early 2015.

So that's the good news.

So it did lose some money in 2012 but, again, really as a result of that one contract.

Obviously, excluding that contract, it's nicely profitable.

Could you quantify those profits, excluding the contract?

No, we can't do that.

We can't quantify that ex the contract.

But I will just tell you, it's out there, and, obviously, we are going to be looking at indicative bids based on that number.

Okay, thanks.

Tim Nollen, Macquarie.

A couple things first, please -- a slightly different question, it's about the Showtime network.

There has been a lot of discussion and deals lately on film output, and I'm wondering how important do you think films may be for Showtime going forward?

And, likewise, what do you think Netflix and others are changing in terms of that market?

Secondly, you mentioned something about a measurement -- I just wondered what your updated thoughts are on potential shift to C7, tablet measurement, etc.

Okay.

Regarding Showtime, we made a decision a few years ago to devote much more money into original programming than these output deals.

Having said that, we have two big deals currently, one is with Harvey Weinstein's company and one is with DreamWorks.

So for instance, this year, we have three of the nine Academy Award winners having paid a lot less.

We have Django, we have Silver Linings and we have Lincoln, which is pretty good, as well as a couple of smaller movies from CBS Films, Salmon Fishing in the Yemen, which got nominated for a number of Golden Globe Awards.

So that strategy clearly has worked for us.

Showtime has grown quite a bit every single year and people are coming to Showtime more for their original series than for the movies.

Netflix, obviously, is in a different business than we are.

They are buying libraries, they are buying film libraries, they are buying groups of current films.

And it's a different model, and that works for them.

HBO also buys a lot more films than we do.

But our strategy clearly is working.

Our growth has been pretty phenomenal and we will continue to original series.

Regarding C7, once again we are in conversations with advertisers.

Obviously, Nielsen has the capacity to give us those numbers immediately.

How quickly that will be implemented I don't know.

I don't know if it will be ready for this year's upfront, but, clearly, we are heading for that.

The good news about Nielsen is they are measuring more and more of digital sites and they are able to give us much more accurate information.

So as a result, our content keeps growing and what it is worth as Nielsen does these numbers better and there's a full-scale effort to be able to mention DVR's and digital and SVOD.

And as soon as we can aggregate them all, we get more money.

Thank you.

Marci Ryvicker, Wells Fargo.

Two questions -- the first, can you give us the SVOD or streaming revenue number for 2012 to at least give us a benchmark for 2013?

All we can say, it's hundreds of millions of dollars.

We are not going to get into specific numbers, but it's hundreds of millions of dollars.

We haven't cracked $1 billion per year yet, but we are well on our way.

Okay, and then a couple of small questions for outdoor that add up to one question.

The outdoor pacing, low-single to mid-single digits -- can you talk about what is US and when you start cycling through these Toronto contracts?

And then was OIBDA flat excluding that onetime payment, just for clarification?

The answer is yes on the second part of your question.

I think we said in the remarks, that that tax payment contributed to all of the loss.

And US usually always leads the way.

So when I said low to mid, I think you should assume the US is going to lead the pack there.

But obviously, we have operations in Canada, Mexico and South America.

So that's all obviously focused on the local economies.

But again, the category or the segment is attracting broader advertising categories.

So what we like about, it's not dependent on one particular category.

So there's a lot of diversity.

We have geographic diversity as well.

So we feel pretty good about its prospects.

Okay.

And Toronto -- when are you done cycling through those contracts?

It is comp now -- yes, this quarter.

So the fourth quarter was the last difficult comp for the Toronto contract.

Thank you.

And this concludes today's call.

Thank everyone for joining us tonight.

Have a great rest of your Valentine's Day.

Ladies and gentlemen, this does conclude today's discussion.

We appreciate your participation.