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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 1, 2006
CBS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 001-09553 04-2949533
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification Number)
51 West 52nd Street, New York, New York 10019
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 975-4321
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 8 OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
Effective December 31, 2005, Viacom Inc. ("former Viacom") separated
into CBS Corporation (the "Registrant") and new Viacom Inc. In accordance with
Statement of Financial Accounting Standards 142, "Goodwill and Other Intangible
Assets" ("SFAS 142"), during the fourth quarter of 2005 the Registrant tests for
impairment of goodwill and intangible assets for all of the businesses of former
Viacom. Based on the preliminary results of the 2005 SFAS 142 impairment test,
the Registrant expects to record in the fourth quarter of 2005 results a
material non-cash charge to reduce the carrying amount of goodwill and
intangible assets of the Registrant to their estimated fair values, which
reflect industry trends and the current marketplace. Substantially all of the
goodwill and intangible assets were established as a result of the 2000 former
Viacom/CBS merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CBS CORPORATION
(Registrant)
By: /s/ Louis J. Briskman
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Name: Louis J. Briskman
Title: Executive Vice President and
General Counsel
Date: February 1, 2006
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