CBS CORP (Form: 10-Q, Received: 11/06/2017 06:02:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 001-09553

CBS CORPORATION

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)	04-2949533 (I.R.S. Employer Identification No.)

51 W. 52 ^nd Street, New York, New York (Address of principal executive offices)	10019 (Zip Code)

(212) 975-4321

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Number of shares of common stock outstanding at October 31, 2017 :

Class A Common Stock, par value $.001 per share— 37,598,604

Class B Common Stock, par value $.001 per share— 362,580,107

CBS CORPORATION

INDEX TO FORM 10-Q



		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2017 and September 30, 2016	3

	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended September 30, 2017 and September 30, 2016	4

	Consolidated Balance Sheets (Unaudited) at September 30, 2017 and December 31, 2016	5

	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2017 and September 30, 2016	6

	Notes to Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition.	34

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	60

Item 4.	Controls and Procedures.	60

	PART II – OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	61

Item 6.	Exhibits.	62

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PART I – FINANCIAL INFORMATION



Item 1.	Financial Statements.

CBS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in millions, except per share amounts)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenues	$	3,171		$	3,084		$	9,771		$	9,648
Costs and expenses:
Operating	1,862			1,788			5,940			5,818
Selling, general and administrative	547			521			1,585			1,534
Depreciation and amortization	55			54			166			168
Other operating items, net	—			—			—			(9		)
Total costs and expenses	2,464			2,363			7,691			7,511
Operating income	707			721			2,080			2,137
Interest expense	(116		)	(104		)	(336		)	(304		)
Interest income	17			7			45			22
Loss on early extinguishment of debt (Note 6)	(5		)	—			(5		)	—
Other items, net	3			—			9			(7		)
Earnings from continuing operations before income taxes and equity in loss of investee companies	606			624			1,793			1,848
Provision for income taxes	(172		)	(145		)	(479		)	(524		)
Equity in loss of investee companies, net of tax	(16		)	(13		)	(45		)	(43		)
Net earnings from continuing operations	418			466			1,269			1,281
Net earnings (loss) from discontinued operations, net of tax (Note 3)	174			12			(871		)	93
Net earnings	$	592		$	478		$	398		$	1,374

Basic net earnings (loss) per common share:
Net earnings from continuing operations	$	1.04		$	1.05		$	3.13		$	2.84
Net earnings (loss) from discontinued operations	$	.43		$	.03		$	(2.15	)	$	.21
Net earnings	$	1.48		$	1.08		$	.98		$	3.05

Diluted net earnings (loss) per common share:
Net earnings from continuing operations	$	1.03		$	1.04		$	3.10		$	2.82
Net earnings (loss) from discontinued operations	$	.43		$	.03		$	(2.12	)	$	.20
Net earnings	$	1.46		$	1.07		$	.97		$	3.02

Weighted average number of common shares outstanding:
Basic	401			442			405			451
Diluted	406			446			410			455

Dividends per common share	$	.18		$	.18		$	.54		$	.48

See notes to consolidated financial statements.

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CBS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited; in millions)



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Net earnings	$	592	$	478	$	398	$	1,374
Other comprehensive income, net of tax:
Cumulative translation adjustments	2		1		4		2
Amortization of net actuarial loss and prior service cost	13		10		37		29
Total other comprehensive income, net of tax	15		11		41		31
Total comprehensive income	$	607	$	489	$	439	$	1,405

See notes to consolidated financial statements.

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CBS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited; in millions, except per share amounts)



	At				At
	September 30, 2017				December 31, 2016
ASSETS
Current Assets:
Cash and cash equivalents		$	144			$	598
Receivables, less allowances of $48 (2017) and $60 (2016)		3,598				3,314
Programming and other inventory (Note 4)		1,830				1,427
Prepaid income taxes		—				30
Prepaid expenses		182				185
Other current assets		185				204
Current assets of discontinued operations (Note 3)		355				305
Total current assets		6,294				6,063
Property and equipment		3,001				2,935
Less accumulated depreciation and amortization		1,793				1,694
Net property and equipment		1,208				1,241
Programming and other inventory (Note 4)		2,814				2,439
Goodwill		4,891				4,864
Intangible assets		2,617				2,633
Other assets		2,745				2,707
Assets of discontinued operations (Note 3)		3,325				4,291
Total Assets		$	23,894			$	24,238

LIABILITIES AND STOCKHOLDERS ’ EQUITY
Current Liabilities:
Accounts payable		$	233			$	148
Accrued compensation		257				369
Participants’ share and royalties payable		997				1,024
Program rights		509				290
Income taxes payable		55				—
Commercial paper (Note 6)		590				450
Current portion of long-term debt (Note 6)		19				23
Accrued expenses and other current liabilities		1,238				1,249
Current liabilities of discontinued operations (Note 3)		154				155
Total current liabilities		4,052				3,708
Long-term debt (Note 6)		9,080				8,902
Pension and postretirement benefit obligations		1,619				1,769
Deferred income tax liabilities, net		645				590
Other liabilities		3,038				3,129
Liabilities of discontinued operations (Note 3)		2,466				2,451

Commitments and contingencies (Note 10)

Stockholders ’ Equity:
Class A Common Stock, par value $.001 per share; 375 shares authorized; 38 (2017 and 2016) shares issued		—				—
Class B Common Stock, par value $.001 per share; 5,000 shares authorized; 833 (2017) and 829 (2016) shares issued		1				1
Additional paid-in capital		43,830				43,913
Accumulated deficit		(18,859		)		(19,257		)
Accumulated other comprehensive loss (Note 8)		(726		)		(767		)
		24,246				23,890
Less treasury stock, at cost; 471 (2017) and 455 (2016) Class B shares		21,252				20,201
Total Stockholders ’ Equity		2,994				3,689
Total Liabilities and Stockholders ’ Equity		$	23,894			$	24,238

See notes to consolidated financial statements.

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CBS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in millions)



	Nine Months Ended
	September 30,
	2017			2016
Operating Activities:
Net earnings	$	398		$	1,374
Less: Net earnings (loss) from discontinued operations, net of tax	(871		)	93
Net earnings from continuing operations	1,269			1,281
Adjustments to reconcile net earnings from continuing operations to net cash flow provided by operating activities from continuing operations:
Depreciation and amortization	166			168
Stock-based compensation	129			123
Equity in loss of investee companies, net of tax and distributions	45			48
Change in assets and liabilities, net of investing and financing activities	(674		)	(503		)
Net cash flow provided by operating activities from continuing operations	935			1,117
Net cash flow provided by operating activities from discontinued operations	52			189
Net cash flow provided by operating activities	987			1,306
Investing Activities:
Acquisitions (including acquired television library)	(258		)	(51		)
Capital expenditures	(112		)	(111		)
Investments in and advances to investee companies	(67		)	(44		)
Proceeds from sale of investments	10			—
Proceeds from dispositions	11			20
Other investing activities	17			7
Net cash flow used for investing activities from continuing operations	(399		)	(179		)
Net cash flow used for investing activities from discontinued operations	(18		)	(2		)
Net cash flow used for investing activities	(417		)	(181		)
Financing Activities:
Proceeds from short-term debt borrowings, net	140			33
Proceeds from issuance of senior notes	889			685
Repayment of senior notes and debentures	(701		)	(199		)
Proceeds from debt borrowings of CBS Radio	40			—
Repayment of debt borrowings of CBS Radio	(23		)	—
Payment of capital lease obligations	(13		)	(13		)
Payment of contingent consideration	(7		)	—
Dividends	(224		)	(209		)
Purchase of Company common stock	(1,111		)	(1,534		)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(89		)	(57		)
Proceeds from exercise of stock options	81			13
Excess tax benefit from stock-based compensation (Note 1)	—			13
Other financing activities	—			(1		)
Net cash flow used for financing activities	(1,018		)	(1,269		)
Net decrease in cash and cash equivalents	(448		)	(144		)
Cash and cash equivalents at beginning of period (includes $24 (2017) and $6 (2016) of discontinued operations cash)	622			323
Cash and cash equivalents at end of period (includes $30 (2017) and $1 (2016) of discontinued operations cash)	$	174		$	179
Supplemental disclosure of cash flow information
Cash paid for interest:
Continuing operations	$	393		$	358
Discontinued operations	$	52		$	—

Cash paid for income taxes:
Continuing operations	$	321		$	310
Discontinued operations	$	58		$	60

See notes to consolidated financial statements.

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CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollars in millions, except per share amounts)

1 ) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business- CBS Corporation (together with its consolidated subsidiaries unless the context otherwise requires, the “Company” or “CBS Corp.”) is comprised of the following segments: Entertainment (CBS Television, comprised of the CBS Television Network, CBS Television Studios, CBS Studios International, and CBS Television Distribution; CBS Interactive and CBS Films), Cable Networks (Showtime Networks, CBS Sports Network and Smithsonian Networks), Publishing (Simon & Schuster) and Local Media (CBS Television Stations and CBS Local Digital Media).

Pending Acquisition -On August 27, 2017, the Company signed a binding agreement to acquire Ten Networks Holdings Limited (“Network Ten”), one of three major commercial broadcast networks in Australia, after Network Ten entered into voluntary administration. During the third quarter of 2017, the Company paid $138 million of the purchase price, primarily for the assumption of the secured debt of Network Ten’s lenders, and funding for working capital. The transaction, which is expected to close in the fourth quarter of 2017, will be completed in accordance with Australian applicable laws and procedures and is subject to certain regulatory approvals.

Discontinued Operations -On February 2, 2017, the Company entered into an agreement with Entercom Communications Corp. (“Entercom”) to combine the Company’s radio business, CBS Radio Inc. (“CBS Radio”), with Entercom in a merger to be effected through a Reverse Morris Trust transaction, which is expected to be tax-free to CBS Corp. and its stockholders. In connection with this transaction, on October 19, 2017, the Company commenced an exchange offer through which it will split-off CBS Radio (See Note 3 ). CBS Radio has been presented as a discontinued operation in the Company’s consolidated financial statements for all periods presented.

Basis of Presentation -The accompanying unaudited consolidated financial statements of the Company have been prepared pursuant to the rules of the Securities and Exchange Commission. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .

In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the financial position, results of operations and cash flows of the Company for the periods presented. Certain previously reported amounts have been reclassified to conform to the current presentation.

Use of Estimates -The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Other Operating Items, Net -Other operating items, net for the nine months ended September 30, 2016 included a gain from the sale of a business and a multiyear, retroactive impact of a new operating tax.

Net Earnings (Loss) per Common Share -Basic net earnings (loss) per share (“EPS”) is based upon net earnings (loss) divided by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the effect of the assumed exercise of stock options and vesting of restricted stock units (“RSUs”) and

- 7 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

market-based performance share units (“PSUs”) only in the periods in which such effect would have been dilutive. Excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive, were 4 million stock options for each of the three and nine months ended September 30, 2017 and 5 million stock options for each of the three and nine months ended September 30, 2016 .

The table below presents a reconciliation of weighted average shares used in the calculation of basic and diluted EPS.



	Three Months Ended		Nine Months Ended
	September 30,		September 30,
(in millions)	2017	2016	2017	2016
Weighted average shares for basic EPS	401	442	405	451
Dilutive effect of shares issuable under stock-based compensation plans	5	4	5	4
Weighted average shares for diluted EPS	406	446	410	455

Other Liabilities -Other liabilities consist primarily of the noncurrent portion of residual liabilities of previously disposed businesses, participants’ share and royalties payable, program rights obligations, deferred compensation and other employee benefit accruals.

Additional Paid-In Capital -For the nine months ended September 30, 2017 and 2016 , the Company recorded dividends of $221 million and $218 million , respectively, as a reduction to additional paid-in capital as the Company had an accumulated deficit balance.

Adoption of New Accounting Standards

Improvements to Employee Share-Based Payment Accounting

During the first quarter of 2017 , the Company adopted amended Financial Accounting Standards Board (“FASB”) guidance which simplifies several aspects of the accounting for employee share-based payment transactions. Under this amended guidance, all excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the income statement in the period in which the awards vest or are exercised. In the statement of cash flows, excess tax benefits are classified with other income tax cash flows in operating activities. As a result of the adoption of this guidance, the Company’s excess tax benefits associated with the exercise of stock options and vesting of RSUs for the three and nine months ended September 30, 2017 were recorded in the provision for income taxes on the Consolidated Statements of Operations. The guidance requires the income statement classification to be applied prospectively, and therefore, excess tax benefits for prior periods remain classified in stockholders’ equity on the balance sheet. The Company elected to apply the cash flow classification provision of this guidance prospectively and therefore, excess tax benefits for prior periods remain classified as financing activities on the statements of cash flows. The amended guidance also gives the option to make a policy election to account for forfeitures as they occur. The Company, however, has elected to continue its existing practice of estimating forfeitures.

Simplifying the Accounting for Goodwill Impairment

During the first quarter of 2017 , the Company early adopted amended FASB guidance which simplifies the accounting for goodwill impairment. This guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the amended guidance, a goodwill impairment charge is recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill.

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CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

Recent Pronouncements

Targeted Improvements to Accounting for Hedging Activities

In August 2017, the FASB issued amended guidance for hedge accounting, which expands the eligibility of hedging strategies that qualify for hedge accounting, modifies the recognition and presentation of hedges in the financial statements, and changes how companies assess hedge effectiveness. In addition, this guidance amends and expands disclosure requirements. This guidance, which is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, is not expected to have a material impact on the Company’s consolidated financial statements.

Stock Compensation: Scope of Modification Accounting

In May 2017, the FASB issued amended guidance on the accounting for stock-based compensation which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under this guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award as equity or liability changes as a result of the change in the terms or conditions of a share-based payment award. This guidance, which is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted, is not expected to have an impact on the Company’s consolidated financial statements.

Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

In March 2017, the FASB issued amended guidance on the presentation of net periodic pension and postretirement benefit cost (“net benefit cost”). This guidance requires an employer to present on the statement of operations the service cost component of net benefit cost in the same line item(s) as other compensation costs of the related employees. The other components of net benefit cost will be presented in the statement of operations separately from the service cost component and below the subtotal of operating income. This guidance is required to be applied retrospectively and is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted as of the beginning of an annual reporting period. Upon adoption, the Company’s operating income will increase or decrease by an amount equal to the components of net benefit cost other than service cost, which are disclosed in Note 7 .

Clarifying the Definition of a Business

In January 2017, the FASB issued amended guidance on the accounting for business combinations which clarifies the definition of a business and assists entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under this guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or group of similar assets), the assets acquired would not represent a business. In addition, in order to be considered a business, an acquisition would have to include at a minimum an input and a substantive process that together significantly contribute to the ability to create an output. The amended guidance also narrows the definition of outputs by more closely aligning it with how outputs are described in FASB guidance for revenue recognition. This guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted.

Intra-Entity Transfers of Assets Other than Inventory

In October 2016, the FASB issued amended guidance on the accounting for income taxes, which eliminates the exception in existing guidance which defers the recognition of the tax effects of intra-entity asset transfers other than inventory until the transferred asset is sold to a third party. Rather, the amended guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer

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CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

occurs. This guidance, which is effective for interim and annual periods beginning after December 15, 2017, is not expected to have a material impact on the Company’s consolidated financial statements.

Statement of Cash Flows: Classification of Cash Receipts and Cash Payments

In August 2016, the FASB issued amended guidance which clarifies how certain cash receipts and cash payments should be presented and classified in the statement of cash flows. The new guidance is intended to reduce the existing diversity in practice in how certain transactions are classified in the statement of cash flows. This guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted.

Leases

In February 2016, the FASB issued new guidance on the accounting for leases, which supersedes previous lease guidance. Under this guidance, for all leases with terms in excess of one year, including operating leases, the Company will be required to recognize on its balance sheet a lease liability and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance retains a distinction between finance leases and operating leases and the classification criteria is substantially similar to previous guidance. Additionally, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed. The Company is currently evaluating the impact of this guidance on its consolidated balance sheets. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted.

Revenue from Contracts with Customers

In May 2014, the FASB issued guidance on the recognition of revenues which provides a single, comprehensive revenue recognition model for all contracts with customers and supersedes most existing revenue recognition guidance. The main principle under this guidance is that an entity should recognize revenue at the amount it expects to be entitled to in exchange for the transfer of goods or services to customers. This guidance is effective for the Company beginning in the first quarter of 2018. The Company anticipates that it will apply the modified retrospective method of adoption with the cumulative effect of the initial adoption reflected as an adjustment to the opening balance of accumulated deficit as of January 1, 2018. The Company has identified the predominant changes to its accounting policies and is in the process of quantifying the impact on its consolidated financial statements and evaluating the additional disclosures that may be required. The adoption of this guidance is not expected to have a significant impact on the Company’s total revenues. The Company has identified changes to its revenue recognition policies primarily relating to two areas of content licensing and distribution revenues. First, revenues from certain distribution arrangements of third-party content will be recognized based on the gross amount of consideration received by the Company for such sale, with an associated expense recognized for the fees paid to the third-party producer. Under current accounting guidance, such revenues are recognized at the net amount retained by the Company after the payment of fees to the third-party producer. This change will not have an impact on the Company’s operating income. Second, revenues associated with the extension of an existing licensing arrangement, which are currently recognized upon the execution of such extension, will be recognized at a later date once the extension period begins. This change is not expected to have a material impact on the Company’s results on an annual basis, since revenues from extensions executed each year approximate revenues from extensions for which the license period has begun.

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CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

2 ) STOCK-BASED COMPENSATION

The following table summarizes the Company’s stock-based compensation expense for the three and nine months ended September 30, 2017 and 2016 .



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
RSUs and PSUs	$	38		$	35		$	109		$	102
Stock options	6			7			20			21
Stock-based compensation expense, before income taxes	44			42			129			123
Related tax benefit	(17		)	(17		)	(50		)	(48		)
Stock-based compensation expense, net of tax benefit	$	27		$	25		$	79		$	75

During the nine months ended September 30, 2017 , the Company granted 2 million RSUs for CBS Corp. Class B Common Stock with a weighted average per unit grant-date fair value of $66.75 . RSUs granted during the first nine months of 2017 generally vest over a one - to four -year service period. Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant. For certain RSU awards the number of shares an employee earns ranges from 0% to 120% of the target award, based on the outcome of established performance conditions. Compensation expense is recorded based on the probable outcome of the performance conditions. During the nine months ended September 30, 2017 , the Company also granted awards of market-based PSUs. The number of shares that will be issued upon vesting of the PSUs is based on the Company’s stock price performance over a designated measurement period, as well as the achievement of established operating goals. The fair value of the PSUs is determined on the grant date using a Monte Carlo simulation model and is expensed over the required employee service period. The fair value of the PSU awards granted during the nine months ended September 30, 2017 was $23 million .

During the nine months ended September 30, 2017 , the Company also granted 1 million stock options with a weighted average exercise price of $66.31 . Stock options granted during the first nine months of 2017 vest over a four -year service period and expire eight years from the date of grant. Compensation expense for stock options is determined based on the grant date fair value of the award calculated using the Black-Scholes options-pricing model.

Total unrecognized compensation cost related to unvested RSUs and PSUs at September 30, 2017 was $235 million , which is expected to be recognized over a weighted average period of 2.3 years . Total unrecognized compensation cost related to unvested stock option awards at September 30, 2017 was $45 million , which is expected to be recognized over a weighted average period of 2.5 years .

3 ) DISCONTINUED OPERATIONS

On February 2, 2017, the Company entered into an agreement with Entercom to combine the Company’s radio business, CBS Radio, with Entercom in a merger to be effected through a Reverse Morris Trust transaction, which is expected to be tax-free to CBS Corp. and its stockholders. In connection with this transaction, on October 19, 2017, the Company commenced an exchange offer through which it will split-off CBS Radio. In the exchange offer, the Company’s stockholders have the opportunity to exchange their shares of the Company’s Class B Common Stock for shares of CBS Radio common stock, which will be immediately converted into shares of Entercom Class A common stock upon completion of the merger. The exchange ratio is calculated based on the trading prices of CBS Class B Common Stock and Entercom Class A common stock with a 7% discount per-share value, subject to an upper limit of 5.7466 shares of CBS Radio common stock for each share of CBS Class B

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CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

Common Stock. Based on the exchange ratio at the commencement of the exchange offer, and assuming the exchange offer is fully subscribed, the Company would receive approximately 19 million shares in the exchange offer, thereby reducing the Company’s shares outstanding. However, the exchange ratio will change based on fluctuations in the trading prices of CBS Class B Common Stock and Entercom Class A common stock. A 10% change to the exchange ratio would change the number of shares the Company receives in the exchange offer by approximately 2 million shares. The exchange offer is scheduled to expire on November 16, 2017, unless the exchange offer is extended or terminated. The transaction is subject to certain customary terms and conditions. CBS Radio has been classified as held for sale and presented as a discontinued operation in the Company’s consolidated financial statements for all periods presented.

FASB Accounting Standards Codification (“ASC”) 360 requires that an asset classified as held for sale be measured each reporting period at the lower of its carrying amount or fair value less cost to sell. The ultimate value of the transaction with Entercom will be determined based on Entercom’s stock price at the closing of the transaction. The Company recorded a noncash gain of $100 million for the three months ended September 30, 2017 and a noncash charge of $980 million for the nine months ended September 30, 2017 associated with a valuation allowance to adjust the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom. The Company will record an additional gain or loss upon the closing of the transaction, which is expected to occur in the fourth quarter of 2017. A 10% change to Entercom’s stock price would change the carrying value of CBS Radio by approximately $110 million .

For the nine months ended September 30, 2017 , CBS Radio recorded a restructuring charge of $7 million associated with the reorganization of certain business operations, reflecting severance costs and costs associated with exiting contractual obligations.

The following tables set forth details of net earnings (loss) from discontinued operations for the three and nine months ended September 30, 2017 and 2016 . Net earnings (loss) from discontinued operations included the operating results of CBS Radio for all periods presented. Net earnings (loss) from discontinued operations also included a tax benefit of $45 million for the three and nine months ended September 30, 2017 and a charge of $36 million for the three and nine months ended September 30, 2016 , in each case from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business that was accounted for as a discontinued operation.



Three Months Ended September 30, 2017	CBS Radio			Other			Total
Revenues	$	300		$	—		$	300
Costs and expenses: ^(a)
Operating	113			—			113
Selling, general and administrative	121			(1		)	120
Benefit from valuation allowance	(100		)	—			(100		)
Total costs and expenses	134			(1		)	133
Operating income	166			1			167
Interest expense	(21		)	—			(21		)
Earnings from discontinued operations	145			1			146
Income tax (provision) benefit	(17		)	45			28
Net earnings from discontinued operations, net of tax	$	128		$	46		$	174

(a) CBS Radio has been classified as held for sale beginning in the fourth quarter of 2016. Under ASC 360, assets held for sale are not depreciated or amortized.

- 12 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)



Three Months Ended September 30, 2016	CBS Radio			Other			Total
Revenues	$	317		$	—		$	317
Costs and expenses:
Operating	110			—			110
Selling, general and administrative	123			—			123
Depreciation and amortization	7			—			7
Total costs and expenses	240			—			240
Operating income	77			—			77
Other income	2			—			2
Earnings from discontinued operations	79			—			79
Income tax provision	(31		)	(36		)	(67		)
Net earnings (loss) from discontinued operations, net of tax	$	48		$	(36	)	$	12



Nine Months Ended September 30, 2017	CBS Radio			Other			Total
Revenues	$	856		$	—		$	856
Costs and expenses: ^(a)
Operating	307			—			307
Selling, general and administrative	372			(1		)	371
Restructuring charge	7			—			7
Provision for valuation allowance	980			—			980
Total costs and expenses	1,666			(1		)	1,665
Operating income (loss)	(810		)	1			(809		)
Interest expense	(60		)	—			(60		)
Earnings (loss) from discontinued operations	(870		)	1			(869		)
Income tax (provision) benefit	(47		)	45			(2		)
Net earnings (loss) from discontinued operations, net of tax	$	(917	)	$	46		$	(871	)

(a) CBS Radio has been classified as held for sale beginning in the fourth quarter of 2016. Under ASC 360, assets held for sale are not depreciated or amortized.



Nine Months Ended September 30, 2016	CBS Radio			Other			Total
Revenues	$	892		$	—		$	892
Costs and expenses:
Operating	298			—			298
Selling, general and administrative	359			—			359
Depreciation and amortization	20			—			20
Total costs and expenses	677			—			677
Operating income	215			—			215
Other income	2			—			2
Earnings from discontinued operations	217			—			217
Income tax provision	(88		)	(36		)	(124		)
Net earnings (loss) from discontinued operations, net of tax	$	129		$	(36	)	$	93

- 13 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

The following table presents the major classes of assets and liabilities of the Company’s discontinued operations.



	At				At
	September 30, 2017				December 31, 2016
Receivables, net		$	254			$	244
Other current assets		101				61
Goodwill		1,285				1,285
Intangible assets		2,832				2,832
Net property and equipment		157				145
Other assets		31				29
Valuation allowance for carrying value		(980		)		—
Total Assets		$	3,680			$	4,596
Current portion of long-term debt		$	10			$	10
Other current liabilities		144				145
Long-term debt		1,355				1,335
Deferred income tax liabilities		1,013				998
Other liabilities		98				118
Total Liabilities		$	2,620			$	2,606

The following table presents CBS Radio’s long-term debt.



	At				At
	September 30, 2017				December 31, 2016
Term Loan due October 2023, net of discount		$	947			$	955
7.250% Senior Notes due November 2024		400				400
Revolving Credit Facility		36				10
Deferred financing costs		(18		)		(20		)
Total long-term debt, including current portion		$	1,365			$	1,345

CBS Radio’s senior secured term loan (“Term Loan”) bears interest at a rate equal to 3.50% plus the greater of the London Interbank Offered Rate (“LIBOR”) and 1.00% . The Term Loan is part of CBS Radio’s credit agreement which also includes a $250 million senior secured revolving credit facility (the “Revolving Credit Facility”) which expires in 2021. Interest on the Revolving Credit Facility is based on either LIBOR or a base rate plus a margin based on CBS Radio’s Consolidated Net Secured Leverage Ratio. The Consolidated Net Secured Leverage Ratio reflects the ratio of CBS Radio’s secured debt (less up to $150 million of cash and cash equivalents) to CBS Radio’s consolidated EBITDA (as defined in the credit agreement). The Revolving Credit Facility requires CBS Radio to maintain a maximum Consolidated Net Secured Leverage Ratio of 4.00 to 1.00.

In connection with financing for the transaction with Entercom, on March 3, 2017, CBS Radio entered into Amendment No. 1 to its credit agreement, dated as of October 17, 2016, to, among other things, create a tranche of Term B-1 Loans in an aggregate principal amount not to exceed $500 million . The Term B-1 Loans are expected to be funded substantially concurrently with the closing date of the transaction, subject to customary conditions.

- 14 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

4 ) PROGRAMMING AND OTHER INVENTORY



	At			At
	September 30, 2017			December 31, 2016
Acquired program rights		$	2,087		$	1,773
Acquired television library		99			—
Internally produced programming:
Released		1,799			1,746
In process and other		601			298
Publishing, primarily finished goods		58			49
Total programming and other inventory		4,644			3,866
Less current portion		1,830			1,427
Total noncurrent programming and other inventory		$	2,814		$	2,439

5 ) RELATED PARTIES

National Amusements, Inc. National Amusements, Inc. (“NAI”) is the controlling stockholder of CBS Corp. and Viacom Inc. Mr. Sumner M. Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of NAI, is the Chairman Emeritus of CBS Corp. and the Chairman Emeritus of Viacom Inc. In addition, Ms. Shari Redstone, Mr. Sumner M. Redstone’s daughter, is the president and a director of NAI and the vice chair of the Board of Directors of each of CBS Corp. and Viacom Inc. Mr. David R. Andelman is a director of CBS Corp. and serves as a director of NAI. At September 30, 2017 , NAI directly or indirectly owned approximately 79.5% of CBS Corp.’s voting Class A Common Stock, and owned approximately 9.8% of CBS Corp.’s Class A Common Stock and non-voting Class B Common Stock on a combined basis. NAI is controlled by Mr. Redstone through the Sumner M. Redstone National Amusements Trust (the “SMR Trust”), which owns 80% of the voting interest of NAI, and such voting interest of NAI held by the SMR Trust is voted solely by Mr. Redstone until his incapacity or death. The SMR Trust provides that in the event of Mr. Redstone’s death or incapacity, voting control of the NAI voting interest held by the SMR Trust will pass to seven trustees, who will include CBS Corporation directors Ms. Shari Redstone and Mr. David R. Andelman. No member of the Company’s management is a trustee of the SMR Trust.

Viacom Inc. As part of its normal course of business, the Company licenses its television content, leases production facilities and sells advertising spots to various subsidiaries of Viacom Inc. Viacom Inc. also distributes certain of the Company’s television programs in the home entertainment market. The Company’s total revenues from these transactions were $38 million and $16 million for the three months ended September 30, 2017 and 2016 , respectively, and $111 million and $83 million for the nine months ended September 30, 2017 and 2016 , respectively.

The Company places advertisements with and leases production facilities from various subsidiaries of Viacom Inc. The total amounts for these transactions were $4 million and $6 million for the three months ended September 30, 2017 and 2016 , respectively, and $13 million and $17 million for the nine months ended September 30, 2017 and 2016 , respectively.

- 15 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

The following table presents the amounts due from Viacom Inc. in the normal course of business as reflected on the Company’s Consolidated Balance Sheets. Amounts due to Viacom Inc. were minimal at September 30, 2017 and December 31, 2016 .



	At			At
	September 30, 2017			December 31, 2016
Receivables		$	112		$	113
Other assets (Receivables, noncurrent)		20			35
Total amounts due from Viacom Inc .		$	132		$	148

Other Related Parties. The Company has equity interests in two domestic television networks and several international joint ventures for television channels from which the Company earns revenues primarily by selling its television programming. Total revenues earned from sales to these joint ventures were $5 million and $13 million for the three months ended September 30, 2017 and 2016 , respectively, and $54 million and $69 million for the nine months ended September 30, 2017 and 2016 , respectively. At September 30, 2017 and December 31, 2016 , total amounts due from these joint ventures were $29 million and $47 million , respectively.

The Company, through the normal course of business, is involved in transactions with other related parties that have not been material in any of the periods presented.

6 ) BANK FINANCING AND DEBT

The following table sets forth the Company’s debt.



	At			At
	September 30, 2017			December 31, 2016
Commercial paper		$	590		$	450
Senior debt (1.95% - 7.875% due 2017 - 2045) ^(a)		9,039			8,850
Obligations under capital leases		60			75
Total debt		9,689			9,375
Less commercial paper		590			450
Less current portion of long-term debt		19			23
Total long-term debt, net of current portion		$	9,080		$	8,902

(a) At September 30, 2017 and December 31, 2016 , the senior debt balances included (i) a net unamortized discount of $55 million and $52 million , respectively, (ii) unamortized deferred financing costs of $45 million and $43 million , respectively, and (iii) a $2 million decrease and a $5 million increase, respectively, in the carrying value of the debt relating to previously settled fair value hedges. The face value of the Company’s senior debt was $9.14 billion and $8.94 billion at September 30, 2017 and December 31, 2016 , respectively.

In July 2017, the Company issued $400 million of 2.50% senior notes due 2023 and $500 million of 3.375% senior notes due 2028 . The Company used the net proceeds from these issuances to repay its $400 million outstanding 1.95% senior notes that matured on July 1, 2017 and to redeem all of its $300 million outstanding 4.625% senior notes due May 2018 . The remaining proceeds were used for general corporate purposes, including the repayment of short-term borrowings, including commercial paper.

The early redemption of the $300 million 4.625% senior notes due May 2018 resulted in a pre-tax loss on early extinguishment of debt of $5 million ( $3 million , net of tax) for the three and nine months ended September 30, 2017 .

- 16 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

Commercial Paper

The Company had outstanding commercial paper borrowings under its $2.5 billion commercial paper program of $590 million and $450 million at September 30, 2017 and December 31, 2016 , respectively, each with maturities of less than 60 days. The weighted average interest rate for these borrowings was 1.44% at September 30, 2017 and 0.98% at December 31, 2016 .

Credit Facility

At September 30, 2017 , the Company had a $2.5 billion revolving credit facility (the “Credit Facility”) which expires in June 2021 . The Credit Facility requires the Company to maintain a maximum Consolidated Leverage Ratio of 4.5x at the end of each quarter as further described in the Credit Facility. At September 30, 2017 , the Company’s Consolidated Leverage Ratio was approximately 3.0x .

The Consolidated Leverage Ratio is the ratio of the Company’s indebtedness from continuing operations, adjusted to exclude certain capital lease obligations, at the end of a quarter, to the Company’s Consolidated EBITDA for the trailing four consecutive quarters. Consolidated EBITDA is defined in the Credit Facility as operating income plus interest income and before depreciation, amortization and certain other noncash items.

The Credit Facility is used for general corporate purposes. At September 30, 2017 , the Company had no borrowings outstanding under the Credit Facility and the remaining availability under the Credit Facility, net of outstanding letters of credit, was $2.49 billion .

7 ) PENSION AND OTHER POSTRETIREMENT BENEFITS

The components of net periodic cost for the Company’s pension and postretirement benefit plans were as follows:



	Pension Benefits						Postretirement Benefits
Three Months Ended September 30,	2017			2016			2017			2016
Components of net periodic cost:
Service cost	$	7		$	7		$	—		$	—
Interest cost	48			54			4			5
Expected return on plan assets	(50		)	(56		)	—			—
Amortization of actuarial loss (gain) ^(a)	26			21			(5		)	(5		)
Net periodic cost	$	31		$	26		$	(1	)	$	—



	Pension Benefits						Postretirement Benefits
Nine Months Ended September 30,	2017			2016			2017			2016
Components of net periodic cost:
Service cost	$	22		$	22		$	—		$	—
Interest cost	143			161			13			15
Expected return on plan assets	(151		)	(170		)	—			—
Amortization of actuarial loss (gain) ^(a)	77			64			(16		)	(16		)
Net periodic cost	$	91		$	77		$	(3	)	$	(1	)

(a) Reflects amounts reclassified from accumulated other comprehensive loss to net earnings.

- 17 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

On November 1, 2017, the Company entered into a definitive agreement to purchase a group annuity contract, under which an insurance company will be required to pay and administer pension payments to certain of the Company’s pension plan participants, or their designated beneficiaries, who have been receiving pension payments. The purchase of this group annuity contract will reduce the Company’s outstanding pension benefit obligation by approximately $800 million , representing approximately 20% of the total obligations of the Company’s qualified pension plans, and will be funded with pension plan assets. In connection with this transaction, the Company will record a one-time settlement charge in the fourth quarter of 2017 currently estimated at $365 million , reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan. The actual settlement charge could differ from this estimate due to changes in the Company’s actuarial assumptions. Additionally, during the fourth quarter of 2017, the Company expects to make a discretionary contribution of $500 million to prefund its qualified plans, which is expected to be partially funded by long-term borrowings.

8 ) STOCKHOLDERS’ EQUITY

During the third quarter of 2017 , the Company repurchased 3.9 million shares of its Class B Common Stock under its share repurchase program for $250 million , at an average cost of $63.52 per share. During the nine months ended September 30, 2017 , the Company repurchased 16.2 million shares of its Class B Common Stock for $1.05 billion , at an average cost of $64.70 per share, leaving $3.06 billion of authorization at September 30, 2017 .

During the third quarter of 2017 , the Company declared a quarterly cash dividend of $.18 on its Class A and Class B Common Stock, resulting in total dividends of $73 million , which were paid on October 1, 2017 .

Accumulated Other Comprehensive Income (Loss)

The following tables summarize the changes in the components of accumulated other comprehensive loss.



	Cumulative Translation Adjustments		Net Actuarial Loss and Prior Service Cost				Accumulated Other Comprehensive Loss
At December 31, 2016	$	151	$	(918	)			$	(767	)
Other comprehensive income before reclassifications	4		—					4
Reclassifications to net earnings	—		37			^(a)		37
Net other comprehensive income	4		37					41
At September 30, 2017	$	155	$	(881	)			$	(726	)



	Cumulative Translation Adjustments		Net Actuarial Loss and Prior Service Cost				Accumulated Other Comprehensive Loss
At December 31, 2015	$	152	$	(922	)			$	(770	)
Other comprehensive income before reclassifications	2		—					2
Reclassifications to net earnings	—		29			^(a)		29
Net other comprehensive income	2		29					31
At September 30, 2016	$	154	$	(893	)			$	(739	)


(a)	Reflects amortization of net actuarial losses. See Note 7 .

The net actuarial loss and prior service cost related to pension and other postretirement benefit plans included in other comprehensive income is net of a tax provision of $24 million and $19 million for the nine months ended September 30, 2017 and 2016 , respectively.

- 18 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

9 ) INCOME TAXES

The provision for income taxes represents federal, state and local, and foreign income taxes on earnings from continuing operations before income taxes and equity in loss of investee companies.



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Provision for income taxes, including interest and before other discrete items	$	(187	)	$	(207	)	$	(548	)	$	(581	)
Excess tax benefits from stock-based compensation ^(a)	10			—			41			—
Other discrete items ^(b)	5			62			28			57
Provision for income taxes	$	(172	)	$	(145	)	$	(479	)	$	(524	)
Effective income tax rate	28.4		%	23.2		%	26.7		%	28.4		%

(a) Reflects excess tax benefits associated with the exercise of stock options and vesting of RSUs. During the first quarter of 2017, the Company adopted FASB guidance which requires that the difference between the tax benefit from stock-based compensation expense and the deduction on the tax return be recognized within the income tax provision on the statement of operations. Previously, such difference was recognized in stockholders’ equity on the balance sheet. This difference occurs because stock-based compensation expense is recorded based on the grant-date fair value of the award, whereas the tax deduction is based on the fair value on the date the stock option is exercised or the RSU vests. This guidance requires the income statement classification to be applied prospectively, and therefore, excess tax benefits for prior periods remain classified in stockholders’ equity.

(b) For the nine months ended September 30, 2017 , primarily reflects tax benefits from the resolution of certain state income tax matters. For the three and nine months ended September 30, 2016 , primarily reflects a one-time tax benefit of $47 million associated with a multiyear adjustment to a tax deduction, which was approved by the IRS during the third quarter of 2016.

10 ) COMMITMENTS AND CONTINGENCIES

Guarantees

The Company has indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. At September 30, 2017 , the outstanding letters of credit and surety bonds approximated $99 million and were not recorded on the Consolidated Balance Sheet.

In the course of its business, the Company both provides and receives indemnities which are intended to allocate certain risks associated with business transactions. Similarly, the Company may remain contingently liable for various obligations of a business that has been divested in the event that a third party does not live up to its obligations under an indemnification obligation. The Company records a liability for its indemnification obligations and other contingent liabilities when probable and reasonably estimable.

Legal Matters

General. On an ongoing basis, the Company vigorously defends itself in numerous lawsuits and proceedings and responds to various investigations and inquiries from federal, state, local and international authorities (collectively, ‘‘litigation’’). Litigation may be brought against the Company without merit, is inherently uncertain and always difficult to predict. However, based on its understanding and evaluation of the relevant facts and circumstances, the Company believes that the below-described legal matters and other litigation to which it is a party are not likely, in the aggregate, to have a material adverse effect on its results of operations, financial position or cash flows. Under the Separation Agreement between the Company and Viacom Inc., the Company and Viacom Inc. have agreed to defend and indemnify the other in certain litigation in which the Company and/or Viacom Inc. is named.

- 19 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

Claims Related to Former Businesses: Asbestos. The Company is a defendant in lawsuits claiming various personal injuries related to asbestos and other materials, which allegedly occurred principally as a result of exposure caused by various products manufactured by Westinghouse, a predecessor, generally prior to the early 1970s. Westinghouse was neither a producer nor a manufacturer of asbestos. The Company is typically named as one of a large number of defendants in both state and federal cases. In the majority of asbestos lawsuits, the plaintiffs have not identified which of the Company’s products is the basis of a claim. Claims against the Company in which a product has been identified principally relate to exposures allegedly caused by asbestos-containing insulating material in turbines sold for power-generation, industrial and marine use.

Claims are frequently filed and/or settled in groups, which may make the amount and timing of settlements, and the number of pending claims, subject to significant fluctuation from period to period. The Company does not report as pending those claims on inactive, stayed, deferred or similar dockets which some jurisdictions have established for claimants who allege minimal or no impairment. As of September 30, 2017 , the Company had pending approximately 32,760 asbestos claims, as compared with approximately 33,610 as of December 31, 2016 and 34,400 as of September 30, 2016 . During the third quarter of 2017 , the Company received approximately 720 new claims and closed or moved to an inactive docket approximately 1,200 claims. The Company reports claims as closed when it becomes aware that a dismissal order has been entered by a court or when the Company has reached agreement with the claimants on the material terms of a settlement. Settlement costs depend on the seriousness of the injuries that form the basis of the claims, the quality of evidence supporting the claims and other factors. In 2016 , the Company’s costs for settlement and defense of asbestos claims after insurance and taxes were approximately $48 million . In 2015 , as the result of an insurance settlement, insurance recoveries exceeded the Company’s after tax costs for settlement and defense of asbestos claims by approximately $5 million . The Company’s costs for settlement and defense of asbestos claims may vary year to year and insurance proceeds are not always recovered in the same period as the insured portion of the expenses.

The Company believes that its reserves and insurance are adequate to cover its asbestos liabilities. This belief is based upon many factors and assumptions, including the number of outstanding claims, estimated average cost per claim, the breakdown of claims by disease type, historic claim filings, costs per claim of resolution and the filing of new claims. While the number of asbestos claims filed against the Company has remained generally flat in recent years, it is difficult to predict future asbestos liabilities, as events and circumstances may occur including, among others, the number and types of claims and average cost to resolve such claims, which could affect the Company’s estimate of its asbestos liabilities.

Other. The Company from time to time receives claims from federal and state environmental regulatory agencies and other entities asserting that it is or may be liable for environmental cleanup costs and related damages principally relating to historical and predecessor operations of the Company. In addition, the Company from time to time receives personal injury claims including toxic tort and product liability claims (other than asbestos) arising from historical operations of the Company and its predecessors.

- 20 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

11 ) RESTRUCTURING CHARGES

During the year ended December 31, 2016 , in a continued effort to reduce its cost structure, the Company initiated restructuring plans across several of its businesses, primarily for the reorganization of certain business operations. As a result, the Company recorded restructuring charges of $30 million , reflecting $19 million of severance costs and $11 million of costs associated with exiting contractual obligations and other related costs. During the year ended December 31, 2015 , the Company recorded restructuring charges of $45 million , reflecting $24 million of severance costs and $21 million of costs associated with exiting contractual obligations and other related costs. As of September 30, 2017 , the cumulative settlements for the 2016 and 2015 restructuring charges were $57 million , of which $37 million was for severance costs and $20 million was for costs associated with contractual obligations.



	Balance at			2017				Balance at
	December 31, 2016			Settlements				September 30, 2017
Entertainment		$	20		$	(12	)		$	8
Cable Networks		4			(2		)		2
Publishing		1			(1		)		—
Local Media		12			(5		)		7
Corporate		2			(1		)		1
Total		$	39		$	(21	)		$	18



	Balance at			2016			2016				Balance at
	December 31, 2015			Charges			Settlements				December 31, 2016
Entertainment		$	16		$	16		$	(12	)		$	20
Cable Networks		—			4			—				4
Publishing		—			1			—				1
Local Media		11			6			(5		)		12
Corporate		—			3			(1		)		2
Total		$	27		$	30		$	(18	)		$	39

12 ) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The Company’s carrying value of financial instruments approximates fair value, except for notes and debentures, which are not recorded at fair value. At September 30, 2017 and December 31, 2016 , the carrying value of the Company’s senior debt was $9.04 billion and $8.85 billion , respectively, and the fair value, which is estimated based on quoted market prices for similar liabilities (Level 2) and includes accrued interest, was $9.85 billion and $9.51 billion , respectively.

The Company uses derivative financial instruments primarily to modify its exposure to market risks from fluctuations in foreign currency exchange rates. The Company does not use derivative instruments unless there is an underlying exposure and, therefore, the Company does not hold or enter into derivative financial instruments for speculative trading purposes.

Foreign Exchange Contracts

Foreign exchange forward contracts have principally been used to hedge projected cash flows, in currencies such as the British Pound, the Euro, the Canadian Dollar and the Australian Dollar, generally for periods up to 24 months. The Company designates forward contracts used to hedge committed and forecasted foreign currency transactions as cash flow hedges. Gains or losses on the effective portion of designated cash flow hedges are initially recorded in other comprehensive income and reclassified to the statement of operations when the hedged

- 21 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

item is recognized. Additionally, the Company enters into non-designated forward contracts to hedge non-U.S. dollar denominated cash flows.

At September 30, 2017 and December 31, 2016 , the notional amount of all foreign exchange contracts was $379 million and $433 million , respectively.

Gains (losses) recognized on derivative financial instruments were as follows:



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017			2016		2017			2016		Financial Statement Account
Non-designated foreign exchange contracts	$	(9	)	$	4	$	(29	)	$	13	Other items, net

The fair value of the Company’s derivative instruments was not material to the Consolidated Balance Sheets for any of the periods presented.

The following tables set forth the Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016 . These assets and liabilities have been categorized according to the three-level fair value hierarchy established by the FASB, which prioritizes the inputs used in measuring fair value. Level 1 is based on publicly quoted prices for the asset or liability in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset or liability in inactive markets or quoted prices for similar assets or liabilities. Level 3 is based on unobservable inputs reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability.



At September 30, 2017	Level 1		Level 2		Level 3		Total
Assets:
Foreign currency hedges	$	—	$	6	$	—	$	6
Total Assets	$	—	$	6	$	—	$	6
Liabilities:
Deferred compensation	$	—	$	347	$	—	$	347
Foreign currency hedges	—		11		—		11
Total Liabilities	$	—	$	358	$	—	$	358



At December 31, 2016	Level 1		Level 2		Level 3		Total
Assets:
Foreign currency hedges	$	—	$	34	$	—	$	34
Total Assets	$	—	$	34	$	—	$	34
Liabilities:
Deferred compensation	$	—	$	324	$	—	$	324
Foreign currency hedges	—		1		—		1
Total Liabilities	$	—	$	325	$	—	$	325

The fair value of foreign currency hedges is determined based on the present value of future cash flows using observable inputs including foreign currency exchange rates. The fair value of deferred compensation liabilities is determined based on the fair value of the investments elected by employees.

- 22 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

13 ) REPORTABLE SEGMENTS

The following tables set forth the Company’s financial performance by reportable segment. The Company’s operating segments, which are the same as its reportable segments, have been determined in accordance with the Company’s internal management structure, which is organized based upon products and services.



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenues:
Entertainment	$	1,815		$	1,949		$	6,346		$	6,483
Cable Networks	840			598			1,954			1,659
Publishing	228			226			595			558
Local Media	397			409			1,218			1,253
Corporate/Eliminations	(109		)	(98		)	(342		)	(305		)
Total Revenues	$	3,171		$	3,084		$	9,771		$	9,648

Revenues generated between segments primarily reflect advertising sales, television license fees and station affiliation fees. These transactions are recorded at market value as if the sales were to third parties and are eliminated in consolidation.



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Intercompany Revenues:
Entertainment	$	111	$	102	$	348	$	316
Local Media	4		2		10		6
Total Intercompany Revenues	$	115	$	104	$	358	$	322

- 23 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

The Company presents operating income (loss) excluding restructuring charges and other operating items, net, each where applicable, (“Segment Operating Income”) as the primary measure of profit and loss for its operating segments in accordance with FASB guidance for segment reporting. The Company believes the presentation of Segment Operating Income is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company’s management and enhances their ability to understand the Company’s operating performance.



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Segment Operating Income (Loss):
Entertainment	$	345		$	348		$	1,089		$	1,148
Cable Networks	294			285			795			740
Publishing	46			44			88			83
Local Media	105			122			355			402
Corporate	(83		)	(78		)	(247		)	(245		)
Total Segment Operating Income	707			721			2,080			2,128
Other operating items, net ^(a)	—			—			—			9
Operating income	707			721			2,080			2,137
Interest expense	(116		)	(104		)	(336		)	(304		)
Interest income	17			7			45			22
Loss on early extinguishment of debt	(5		)	—			(5		)	—
Other items, net	3			—			9			(7		)
Earnings from continuing operations before income taxes and equity in loss of investee companies	606			624			1,793			1,848
Provision for income taxes	(172		)	(145		)	(479		)	(524		)
Equity in loss of investee companies, net of tax	(16		)	(13		)	(45		)	(43		)
Net earnings from continuing operations	418			466			1,269			1,281
Net earnings (loss) from discontinued operations, net of tax	174			12			(871		)	93
Net earnings	$	592		$	478		$	398		$	1,374

(a) Other operating items, net includes a gain from the sale of an internet business in China and a multiyear, retroactive impact of a new operating tax.



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Depreciation and Amortization:
Entertainment	$	29	$	28	$	85	$	88
Cable Networks	5		6		17		17
Publishing	2		1		5		4
Local Media	11		11		34		33
Corporate	8		8		25		26
Total Depreciation and Amortization	$	55	$	54	$	166	$	168

- 24 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Stock-based Compensation:
Entertainment	$	16	$	16	$	48	$	47
Cable Networks	3		3		9		9
Publishing	1		1		3		3
Local Media	3		3		9		9
Corporate	21		19		60		55
Total Stock-based Compensation	$	44	$	42	$	129	$	123



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Capital Expenditures:
Entertainment	$	25	$	23	$	63	$	60
Cable Networks	5		4		12		8
Publishing	1		1		2		7
Local Media	8		9		20		20
Corporate	5		5		15		16
Total Capital Expenditures	$	44	$	42	$	112	$	111



	At			At
	September 30, 2017			December 31, 2016
Assets:
Entertainment		$	12,149		$	11,262
Cable Networks		3,015			2,618
Publishing		895			880
Local Media		4,006			4,065
Corporate/Eliminations		149			817
Discontinued operations		3,680			4,596
Total Assets		$	23,894		$	24,238

- 25 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

14 ) CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

CBS Operations Inc. is a wholly owned subsidiary of the Company. CBS Operations Inc. has fully and unconditionally guaranteed CBS Corp.’s senior debt securities. The following condensed consolidating financial statements present the results of operations, financial position and cash flows of CBS Corp., CBS Operations Inc., the direct and indirect Non-Guarantor Affiliates of CBS Corp. and CBS Operations Inc., and the eliminations necessary to arrive at the information for the Company on a consolidated basis.



	Statement of Operations
	For the Three Months Ended September 30, 2017
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	40		$	3		$	3,128		$	—		$	3,171
Costs and expenses:
Operating	23			1			1,838			—			1,862
Selling, general and administrative	22			62			463			—			547
Depreciation and amortization	1			6			48			—			55
Total costs and expenses	46			69			2,349			—			2,464
Operating income (loss)	(6		)	(66		)	779			—			707
Interest (expense) income, net	(129		)	(123		)	153			—			(99		)
Loss on early extinguishment of debt	(5		)	—			—			—			(5		)
Other items, net	—			(8		)	11			—			3
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(140		)	(197		)	943			—			606
Benefit (provision) for income taxes	43			62			(277		)	—			(172		)
Equity in earnings (loss) of investee companies, net of tax	689			369			(16		)	(1,058		)	(16		)
Net earnings from continuing operations	592			234			650			(1,058		)	418
Net earnings from discontinued operations, net of tax	—			—			174			—			174
Net earnings	$	592		$	234		$	824		$	(1,058	)	$	592
Total comprehensive income	$	607		$	229		$	830		$	(1,059	)	$	607

- 26 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)



	Statement of Operations
	For the Nine Months Ended September 30, 2017
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	124		$	8		$	9,639		$	—		$	9,771
Costs and expenses:
Operating	69			4			5,867			—			5,940
Selling, general and administrative	65			194			1,326			—			1,585
Depreciation and amortization	3			18			145			—			166
Total costs and expenses	137			216			7,338			—			7,691
Operating income (loss)	(13		)	(208		)	2,301			—			2,080
Interest (expense) income, net	(378		)	(360		)	447			—			(291		)
Loss on early extinguishment of debt	(5		)	—			—			—			(5		)
Other items, net	1			(33		)	41			—			9
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(395		)	(601		)	2,789			—			1,793
Benefit (provision) for income taxes	120			184			(783		)	—			(479		)
Equity in earnings (loss) of investee companies, net of tax	673			1,062			(45		)	(1,735		)	(45		)
Net earnings from continuing operations	398			645			1,961			(1,735		)	1,269
Net loss from discontinued operations, net of tax	—			—			(871		)	—			(871		)
Net earnings	$	398		$	645		$	1,090		$	(1,735	)	$	398
Total comprehensive income	$	439		$	633		$	1,111		$	(1,744	)	$	439

- 27 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)



	Statement of Operations
	For the Three Months Ended September 30, 2016
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	42		$	3		$	3,039		$	—		$	3,084
Costs and expenses:
Operating	16			1			1,771			—			1,788
Selling, general and administrative	20			62			439			—			521
Depreciation and amortization	2			6			46			—			54
Total costs and expenses	38			69			2,256			—			2,363
Operating income (loss)	4			(66		)	783			—			721
Interest (expense) income, net	(129		)	(109		)	141			—			(97		)
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(125		)	(175		)	924			—			624
Benefit (provision) for income taxes	43			60			(248		)	—			(145		)
Equity in earnings (loss) of investee companies, net of tax	560			327			(13		)	(887		)	(13		)
Net earnings from continuing operations	478			212			663			(887		)	466
Net earnings (loss) from discontinued operations, net of tax	—			(1		)	13			—			12
Net earnings	$	478		$	211		$	676		$	(887	)	$	478
Total comprehensive income	$	489		$	215		$	675		$	(890	)	$	489

- 28 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)



	Statement of Operations
	For the Nine Months Ended September 30, 2016
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	125		$	9		$	9,514		$	—		$	9,648
Costs and expenses:
Operating	48			4			5,766			—			5,818
Selling, general and administrative	62			194			1,278			—			1,534
Depreciation and amortization	4			17			147			—			168
Other operating items, net	—			—			(9		)	—			(9		)
Total costs and expenses	114			215			7,182			—			7,511
Operating income (loss)	11			(206		)	2,332			—			2,137
Interest (expense) income, net	(377		)	(319		)	414			—			(282		)
Other items, net	(2		)	3			(8		)	—			(7		)
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(368		)	(522		)	2,738			—			1,848
Benefit (provision) for income taxes	120			170			(814		)	—			(524		)
Equity in earnings (loss) of investee companies, net of tax	1,622			876			(43		)	(2,498		)	(43		)
Net earnings from continuing operations	1,374			524			1,881			(2,498		)	1,281
Net earnings (loss) from discontinued operations, net of tax	—			(1		)	94			—			93
Net earnings	$	1,374		$	523		$	1,975		$	(2,498	)	$	1,374
Total comprehensive income	$	1,405		$	540		$	1,965		$	(2,505	)	$	1,405

- 29 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)



	Balance Sheet
	At September 30, 2017
	CBS Corp.			CBS Operations Inc.		Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Assets
Cash and cash equivalents	$	18		$	—	$	126		$	—		$	144
Receivables, net	24			1		3,573			—			3,598
Programming and other inventory	3			3		1,824			—			1,830
Prepaid expenses and other current assets	8			25		370			(36		)	367
Current assets of discontinued operations	—			—		355			—			355
Total current assets	53			29		6,248			(36		)	6,294
Property and equipment	48			207		2,746			—			3,001
Less accumulated depreciation and amortization	27			158		1,608			—			1,793
Net property and equipment	21			49		1,138			—			1,208
Programming and other inventory	3			5		2,806			—			2,814
Goodwill	98			62		4,731			—			4,891
Intangible assets	—			—		2,617			—			2,617
Investments in consolidated subsidiaries	45,155			14,915		—			(60,070		)	—
Other assets	154			8		2,583			—			2,745
Intercompany	—			1,331		28,353			(29,684		)	—
Assets of discontinued operations	—			—		3,325			—			3,325
Total Assets	$	45,484		$	16,399	$	51,801		$	(89,790	)	$	23,894
Liabilities and Stockholders’ Equity
Accounts payable	$	1		$	3	$	229		$	—		$	233
Participants’ share and royalties payable	—			—		997			—			997
Program rights	4			3		502			—			509
Commercial paper	590			—		—			—			590
Current portion of long-term debt	2			—		17			—			19
Accrued expenses and other current liabilities	374			219		993			(36		)	1,550
Current liabilities of discontinued operations	—			—		154			—			154
Total current liabilities	971			225		2,892			(36		)	4,052
Long-term debt	8,991			—		89			—			9,080
Other liabilities	2,844			237		2,221			—			5,302
Liabilities of discontinued operations	—			—		2,466			—			2,466
Intercompany	29,684			—		—			(29,684		)	—
Stockholders’ Equity:
Preferred stock	—			—		126			(126		)	—
Common stock	1			123		590			(713		)	1
Additional paid-in capital	43,830			—		60,894			(60,894		)	43,830
Retained earnings (accumulated deficit)	(18,859		)	16,128		(12,748		)	(3,380		)	(18,859		)
Accumulated other comprehensive income (loss)	(726		)	17		71			(88		)	(726		)
	24,246			16,268		48,933			(65,201		)	24,246
Less treasury stock, at cost	21,252			331		4,800			(5,131		)	21,252
Total Stockholders’ Equity	2,994			15,937		44,133			(60,070		)	2,994
Total Liabilities and Stockholders’ Equity	$	45,484		$	16,399	$	51,801		$	(89,790	)	$	23,894

- 30 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)



	Balance Sheet
	At December 31, 2016
	CBS Corp.			CBS Operations Inc.		Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Assets
Cash and cash equivalents	$	321		$	—	$	277		$	—		$	598
Receivables, net	27			2		3,285			—			3,314
Programming and other inventory	3			3		1,421			—			1,427
Prepaid expenses and other current assets	102			55		297			(35		)	419
Current assets of discontinued operations	—			—		305			—			305
Total current assets	453			60		5,585			(35		)	6,063
Property and equipment	47			201		2,687			—			2,935
Less accumulated depreciation and amortization	25			140		1,529			—			1,694
Net property and equipment	22			61		1,158			—			1,241
Programming and other inventory	5			7		2,427			—			2,439
Goodwill	98			62		4,704			—			4,864
Intangible assets	—			—		2,633			—			2,633
Investments in consolidated subsidiaries	44,473			13,853		—			(58,326		)	—
Other assets	150			8		2,549			—			2,707
Intercompany	—			1,785		26,976			(28,761		)	—
Assets of discontinued operations	—			3		4,288			—			4,291
Total Assets	$	45,201		$	15,839	$	50,320		$	(87,122	)	$	24,238
Liabilities and Stockholders ’ Equity
Accounts payable	$	1		$	3	$	144		$	—		$	148
Participants’ share and royalties payable	—			—		1,024			—			1,024
Program rights	4			4		282			—			290
Commercial paper	450			—		—			—			450
Current portion of long-term debt	6			—		17			—			23
Accrued expenses and other current liabilities	421			284		948			(35		)	1,618
Current liabilities of discontinued operations	—			—		155			—			155
Total current liabilities	882			291		2,570			(35		)	3,708
Long-term debt	8,798			—		104			—			8,902
Other liabilities	3,071			244		2,173			—			5,488
Liabilities of discontinued operations	—			—		2,451			—			2,451
Intercompany	28,761			—		—			(28,761		)	—
Stockholders’ Equity:
Preferred stock	—			—		126			(126		)	—
Common stock	1			123		590			(713		)	1
Additional paid-in capital	43,913			—		60,894			(60,894		)	43,913
Retained earnings (accumulated deficit)	(19,257		)	15,483		(13,838		)	(1,645		)	(19,257		)
Accumulated other comprehensive income (loss)	(767		)	29		50			(79		)	(767		)
	23,890			15,635		47,822			(63,457		)	23,890
Less treasury stock, at cost	20,201			331		4,800			(5,131		)	20,201
Total Stockholders’ Equity	3,689			15,304		43,022			(58,326		)	3,689
Total Liabilities and Stockholders’ Equity	$	45,201		$	15,839	$	50,320		$	(87,122	)	$	24,238

- 31 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)



	Statement of Cash Flows
	For the Nine Months Ended September 30, 2017
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating activities	$	(851	)	$	(180	)	$	2,018		$	—	$	987
Investing Activities:
Acquisitions (including acquired television library)	—			—			(258		)	—		(258		)
Capital expenditures	—			(15		)	(97		)	—		(112		)
Investments in and advances to investee companies	—			—			(67		)	—		(67		)
Proceeds from sale of investments	—			—			10			—		10
Proceeds from dispositions	—			—			11			—		11
Other investing activities	17			—			—			—		17
Net cash flow provided by (used for) investing activities from continuing operations	17			(15		)	(401		)	—		(399		)
Net cash flow provided by (used for) investing activities from discontinued operations	1			(4		)	(15		)	—		(18		)
Net cash flow provided by (used for) investing activities	18			(19		)	(416		)	—		(417		)
Financing Activities:
Proceeds from short-term debt borrowings, net	140			—			—			—		140
Proceeds from issuance of senior notes	889			—			—			—		889
Repayment of senior notes	(701		)	—			—			—		(701		)
Proceeds from debt borrowings of CBS Radio	—			—			40			—		40
Repayment of debt borrowings of CBS Radio	—			—			(23		)	—		(23		)
Payment of capital lease obligations	—			—			(13		)	—		(13		)
Payment of contingent consideration	—			—			(7		)	—		(7		)
Dividends	(224		)	—			—			—		(224		)
Purchase of Company common stock	(1,111		)	—			—			—		(1,111		)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(89		)	—			—			—		(89		)
Proceeds from exercise of stock options	81			—			—			—		81
Increase (decrease) in intercompany payables	1,545			199			(1,744		)	—		—
Net cash flow provided by (used for) financing activities	530			199			(1,747		)	—		(1,018		)
Net decrease in cash and cash equivalents	(303		)	—			(145		)	—		(448		)
Cash and cash equivalents at beginning of period (includes $24 million of discontinued operations cash)	321			—			301			—		622
Cash and cash equivalents at end of period (includes $30 million of discontinued operations cash)	$	18		$	—		$	156		$	—	$	174

- 32 -

CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)



	Statement of Cash Flows
	For the Nine Months Ended September 30, 2016
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating activities	$	(696	)	$	(146	)	$	2,148		$	—	$	1,306
Investing Activities:
Acquisitions	—			—			(51		)	—		(51		)
Capital expenditures	—			(16		)	(95		)	—		(111		)
Investments in and advances to investee companies	—			—			(44		)	—		(44		)
Proceeds from dispositions	(4		)	—			24			—		20
Other investing activities	7			—			—			—		7
Net cash flow provided by (used for) investing activities from continuing operations	3			(16		)	(166		)	—		(179		)
Net cash flow used for investing activities from discontinued operations	—			—			(2		)	—		(2		)
Net cash flow provided by (used for) investing activities	3			(16		)	(168		)	—		(181		)
Financing Activities:
Proceeds from short-term borrowings, net	33			—			—			—		33
Proceeds from issuance of senior notes	685			—			—			—		685
Repayment of senior debentures	(199		)	—			—			—		(199		)
Payment of capital lease obligations	—			—			(13		)	—		(13		)
Dividends	(209		)	—			—			—		(209		)
Purchase of Company common stock	(1,534		)	—			—			—		(1,534		)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(57		)	—			—			—		(57		)
Proceeds from exercise of stock options	13			—			—			—		13
Excess tax benefit from stock-based compensation	13			—			—			—		13
Other financing activities	(1		)	—			—			—		(1		)
Increase (decrease) in intercompany payables	1,736			162			(1,898		)	—		—
Net cash flow provided by (used for) financing activities	480			162			(1,911		)	—		(1,269		)
Net (decrease) increase in cash and cash equivalents	(213		)	—			69			—		(144		)
Cash and cash equivalents at beginning of period (includes $6 million of discontinued operations cash)	267			1			55			—		323
Cash and cash equivalents at end of period (includes $1 million of discontinued operations cash)	$	54		$	1		$	124		$	—	$	179

- 33 -



Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition.
	(Tabular dollars in millions, except per share amounts)

Management’s discussion and analysis of the results of operations and financial condition of CBS Corporation (the “Company” or “CBS Corp.”) should be read in conjunction with the consolidated financial statements and related notes in the Company’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2016 .

Overview

Business overview and strategy

The Company operates businesses which span the media and entertainment industries, including the CBS Television Network, cable networks, content production and distribution, television stations, internet-based businesses, and consumer publishing. The Company’s principal strategy is to create and acquire premium content that is widely accepted by audiences and generate both advertising and non-advertising revenues from the distribution of this content on multiple media platforms and to various geographic locations. The Company continues to increase its investment in both Company-owned and acquired premium content to enhance its opportunities for revenue growth, which include exhibiting the Company’s content on multiple digital platforms, including the Company’s owned digital streaming services as well as third-party live television streaming offerings; expanding the distribution of its content internationally; and securing compensation from multichannel video programming distributors (“MVPDs”) and television stations affiliated with the CBS Television Network. The Company also seeks to grow its advertising revenues by monetizing all content viewership as industry measurements evolve to reflect viewers’ changing habits. The Company’s continued ability to capitalize on these and other emerging opportunities will provide it with incremental advertising and non-advertising revenues.

Operational highlights - Three Months Ended September 30, 2017 versus Three Months Ended September 30, 2016



Consolidated results of operations					Increase/(Decrease)
Three Months Ended September 30,	2017		2016		$			%
GAAP:
Revenues	$	3,171	$	3,084	$	87		3	%
Operating income	$	707	$	721	$	(14	)	(2	)%
Net earnings from continuing operations	$	418	$	466	$	(48	)	(10	)%
Net earnings	$	592	$	478	$	114		24	%
Diluted EPS from continuing operations	$	1.03	$	1.04	$	(.01	)	(1	)%
Diluted EPS	$	1.46	$	1.07	$	.39		36	%

Non-GAAP: ^(a)
Adjusted net earnings from continuing operations	$	421	$	419	$	2		—	%
Adjusted net earnings	$	450	$	467	$	(17	)	(4	)%
Adjusted diluted EPS from continuing operations	$	1.04	$	.94	$	.10		11	%
Adjusted diluted EPS	$	1.11	$	1.05	$	.06		6	%

(a) See pages 37 - 38 for reconciliations of adjusted results to the most directly comparable financial measures in accordance with accounting principles generally accepted in the United States (“GAAP”).

For the three months ended September 30, 2017 , the 3% increase in revenues reflects 52% higher affiliate and subscription fee revenues, which was driven by Showtime Networks’ distribution of the Floyd Mayweather/Conor McGregor pay-per-view boxing event, 27% growth in station affiliation fees and retransmission revenues, and growth from new digital initiatives, including the Company’s owned streaming subscription services, CBS All Access and the Showtime digital streaming subscription offering, and third-party live television streaming services. Content licensing and distribution revenues decreased 22% , as a result of the timing of domestic licensing sales, partially offset by growth in international television licensing. Advertising revenues decreased 5% driven by lower political advertising sales and lower ratings, partially offset by higher pricing.

- 34 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Operating income for the three months ended September 30, 2017 decreased 2% and the operating income margin decreased one point to 22% for the third quarter of 2017 from 23% for the third quarter of 2016 , mainly as a result of the mix of revenues. Results for 2017 included lower-margin revenues from the pay-per-view boxing event and 2016 included a larger volume of higher-margin political advertising and television licensing revenues.

Net earnings from continuing operations decreased 10% and diluted earnings per share (“EPS”) from continuing operations decreased 1% , reflecting lower operating income as well as a one-time tax benefit of $47 million in the third quarter of 2016 associated with a multiyear adjustment to a tax deduction. Adjusted net earnings from continuing operations for the third quarter of 2017 were comparable with the same prior-year period. Adjusted diluted EPS from continuing operations increased 11% , benefiting from lower weighted average shares outstanding in the third quarter of 2017 as a result of the Company’s ongoing share repurchase program. Net earnings for the three months ended September 30, 2017 of $592 million included, in discontinued operations, a noncash gain of $100 million , or $.25 per diluted share, to adjust the carrying value of CBS Radio Inc. (“CBS Radio”) to the value indicated by the stock valuation of Entercom Communications Corp. (“Entercom”). CBS Radio is classified as held for sale and therefore, in accordance with Financial Accounting Standards Board (“FASB”) guidance, its carrying value is adjusted based on the trading price of Entercom’s stock, which will result in an additional gain or loss at the time of the closing of the transaction with Entercom. Adjusted net earnings from continuing operations and Adjusted diluted EPS from continuing operations are non-GAAP financial measures. See pages 37 - 38 for details of the discrete items excluded from financial results, and reconciliations of adjusted results to the most directly comparable financial measures in accordance with GAAP.

Operational highlights - Nine Months Ended September 30, 2017 versus Nine Months Ended September 30, 2016



Consolidated results of operations					Increase/(Decrease)
Nine Months Ended September 30,	2017		2016		$			%
GAAP:
Revenues	$	9,771	$	9,648	$	123		1	%
Operating income	$	2,080	$	2,137	$	(57	)	(3	)%
Net earnings from continuing operations	$	1,269	$	1,281	$	(12	)	(1	)%
Net earnings	$	398	$	1,374	$	(976	)	(71	)%
Diluted EPS from continuing operations	$	3.10	$	2.82	$	.28		10	%
Diluted EPS	$	.97	$	3.02	$	(2.05	)	(68	)%

Non-GAAP: ^(a)
Adjusted operating income	$	2,080	$	2,128	$	(48	)	(2	)%
Adjusted net earnings from continuing operations	$	1,250	$	1,235	$	15		1	%
Adjusted net earnings	$	1,318	$	1,364	$	(46	)	(3	)%
Adjusted diluted EPS from continuing operations	$	3.05	$	2.71	$	.34		13	%
Adjusted diluted EPS	$	3.21	$	3.00	$	.21		7	%

(a) See pages 38 - 39 for reconciliations of adjusted results to the most directly comparable financial measures in accordance with GAAP.

For the nine months ended September 30, 2017 , revenues increased 1% , driven by 28% higher affiliate and subscription fee revenues, led by Showtime Networks’ distribution of the Floyd Mayweather/Conor McGregor pay-per-view boxing event, a 27% increase in station affiliation fees and retransmission revenues, and growth from new digital initiatives, including the Company’s owned streaming subscription services, CBS All Access and the Showtime digital streaming subscription service, and third-party live television streaming services. This growth was offset by the benefit to 2016 from CBS’s broadcast of Super Bowl 50 .

- 35 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Operating income decreased 3% for the nine months ended September 30, 2017 , primarily as a result of a mix of lower-margin revenues in 2017 compared to 2016. Net earnings from continuing operations decreased 1% mainly as a result of the lower operating income. Diluted EPS from continuing operations increased 10% due to lower weighted average shares outstanding in 2017 as a result of the Company’s ongoing share repurchase program. Adjusted net earnings from continuing operations and adjusted diluted EPS from continuing operations increased 1% and 13% , respectively. Net earnings for the nine months ended September 30, 2017 of $398 million included a noncash charge of $980 million , or $2.39 per diluted share, in discontinued operations to reduce the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom. CBS Radio is classified as held for sale and therefore, in accordance with FASB guidance, its carrying value is adjusted based on the trading price of Entercom’s stock, which will result in an additional gain or loss at the time of the closing of the transaction with Entercom. See pages 38 - 39 for details of the discrete items excluded from financial results, and reconciliations of adjusted results to the most directly comparable financial measures in accordance with GAAP.

The Company generated operating cash flow from continuing operations of $935 million for the nine months ended September 30, 2017 compared with $1.12 billion for the nine months ended September 30, 2016 . Free cash flow for the nine months ended September 30, 2017 was $823 million compared with $1.01 billion for the same prior-year period. These decreases were driven by the decline in advertising revenues including from the benefit in 2016 from CBS’s broadcast of Super Bowl 50, and discretionary pension contributions of $100 million made during the first quarter of 2017 to prefund the Company’s qualified plans. Free cash flow for the three and nine months ended September 30, 2017 benefited from higher affiliate and subscription fee revenues. Free cash flow is a non-GAAP financial measure. See “Free Cash Flow” on pages 54 - 55 for a reconciliation of net cash flow provided by (used for) operating activities, the most directly comparable GAAP financial measure, to free cash flow.

Recent Developments

On October 19, 2017, the Company commenced an exchange offer for the split-off of its radio business, CBS Radio, as part of its previously announced agreement to combine CBS Radio with Entercom in a merger. In the exchange offer, the Company’s stockholders will have the opportunity to exchange their shares of the Company’s Class B Common Stock for shares of CBS Radio common stock, which will be immediately converted into shares of Entercom Class A common stock upon completion of the merger, which is subject to certain customary terms and conditions. The exchange offer is scheduled to expire on November 16, 2017, unless the exchange offer is extended or terminated.

Share Repurchases and Dividends

Planned Pension Settlement

- 36 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

payments. The purchase of this group annuity contract will reduce the Company’s outstanding pension benefit obligation by approximately $800 million , representing approximately 20% of the total obligations of the Company’s qualified pension plans, and will be funded with pension plan assets. In connection with this transaction, the Company will record a one-time settlement charge in the fourth quarter of 2017 currently estimated at $365 million , reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan. The actual settlement charge could differ from this estimate due to changes in the Company’s actuarial assumptions. Additionally, during the fourth quarter of 2017, the Company expects to make a discretionary contribution of $500 million to prefund its qualified plans, which is expected to be partially funded by long-term borrowings.

Reconciliation of Non-GAAP Measures

Results for the three and nine months ended September 30, 2017 and 2016 included discrete items that were not part of the normal course of operations. The following tables present non-GAAP financial measures, which exclude the impact of these discrete items, reconciled to the most directly comparable financial measures in accordance with GAAP. The Company believes that presenting its financial results adjusted for the impact of discrete items is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by the Company’s management and provides a clearer perspective on the underlying performance of the Company.



	Three Months Ended September 30, 2017
	Reported			Extinguishment of Debt				Discrete Tax Item ^(a)				CBS Radio Adjustments ^(b)				Adjusted
Operating income	$	707			$	—			$	—			$	—		$	707
Interest expense	(116		)		—				—				—			(116		)
Interest income	17				—				—				—			17
Loss on early extinguishment of debt	(5		)		5				—				—			—
Other items, net	3				—				—				—			3
Earnings from continuing operations before income taxes	606				5				—				—			611
Provision for income taxes	(172		)		(2		)		—				—			(174		)
Equity in loss of investee companies, net of tax	(16		)		—				—				—			(16		)
Net earnings from continuing operations	418				3				—				—			421
Net earnings from discontinued operations, net of tax	174				—				(45		)		(100		)	29
Net earnings	$	592			$	3			$	(45	)		$	(100	)	$	450
Diluted EPS from continuing operations	$	1.03			$	.01			$	—			$	—		$	1.04
Diluted EPS	$	1.46			$	.01			$	(.11	)		$	(.25	)	$	1.11

(a) Reflects a tax benefit from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business.

(b) Reflects a noncash gain associated with a valuation allowance for the carrying value of CBS Radio.

- 37 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)



	Three Months Ended September 30, 2016
	Reported			Discrete Tax Items ^(a)				Adjusted
Earnings from continuing operations before income taxes	$	624			$	—		$	624
Provision for income taxes	(145		)		(47		)	(192		)
Equity in loss of investee companies, net of tax	(13		)		—			(13		)
Net earnings from continuing operations	466				(47		)	419
Net earnings from discontinued operations, net of tax	12				36			48
Net earnings	$	478			$	(11	)	$	467
Diluted EPS from continuing operations	$	1.04			$	(.11	)	$	.94
Diluted EPS	$	1.07			$	(.02	)	$	1.05

(a) Reflects a one-time tax benefit of $47 million associated with a multiyear adjustment to a tax deduction, which was approved by the IRS during the third quarter of 2016, and a charge of $36 million in discontinued operations from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business.



	Nine Months Ended September 30, 2017
	Reported			Extinguishment of Debt				Discrete Tax Items ^(a)				CBS Radio Adjustments ^(b)			Adjusted
Operating income	$	2,080			$	—			$	—			$	—	$	2,080
Interest expense	(336		)		—				—				—		(336		)
Interest income	45				—				—				—		45
Loss on early extinguishment of debt	(5		)		5				—				—		—
Other items, net	9				—				—				—		9
Earnings from continuing operations before income taxes	1,793				5				—				—		1,798
Provision for income taxes	(479		)		(2		)		(22		)		—		(503		)
Equity in loss of investee companies, net of tax	(45		)		—				—				—		(45		)
Net earnings from continuing operations	1,269				3				(22		)		—		1,250
Net earnings (loss) from discontinued operations, net of tax	(871		)		—				(45		)		984		68
Net earnings	$	398			$	3			$	(67	)		$	984	$	1,318
Diluted EPS from continuing operations	$	3.10			$	.01			$	(.05	)		$	—	$	3.05
Diluted EPS	$	.97			$	.01			$	(.16	)		$	2.40	$	3.21

(a) Reflects a tax benefit of $22 million from the resolution of certain state income tax matters and a tax benefit of $45 million in discontinued operations from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business.

(b) Reflects a noncash charge of $980 million associated with a valuation allowance for the carrying value of CBS Radio, and a restructuring charge of $7 million ( $4 million , net of tax) at CBS Radio.

- 38 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)



	Nine Months Ended September 30, 2016
	Reported			Other Operating Items ^(a)				Discrete Tax Items ^(b)			Write-down of Investment ^(c)			Adjusted
Operating income	$	2,137			$	(9	)	$	—			$	—	$	2,128
Interest expense	(304		)		—			—				—		(304		)
Interest income	22				—			—				—		22
Other items, net	(7		)		—			—				—		(7		)
Earnings from continuing operations before income taxes	1,848				(9		)	—				—		1,839
Provision for income taxes	(524		)		4			(47		)		—		(567		)
Equity in loss of investee companies, net of tax	(43		)		—			—				6		(37		)
Net earnings from continuing operations	1,281				(5		)	(47		)		6		1,235
Net earnings from discontinued operations, net of tax	93				—			36				—		129
Net earnings	$	1,374			$	(5	)	$	(11	)		$	6	$	1,364
Diluted EPS from continuing operations	$	2.82			$	(.01	)	$	(.10	)		$	.01	$	2.71
Diluted EPS	$	3.02			$	(.01	)	$	(.02	)		$	.01	$	3.00

(a) Reflects a gain on the sale of an internet business in China and a multiyear, retroactive impact of a new operating tax.

(b) Reflects a one-time tax benefit of $47 million associated with a multiyear adjustment to a tax deduction, which was approved by the IRS during the third quarter of 2016, and a charge of $36 million in discontinued operations from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business.

Consolidated Results of Operations

Three and Nine Months Ended September 30, 2017 versus Three and Nine Months Ended September 30, 2016

Revenues



	Three Months Ended September 30,
			% of Total Revenues				% of Total Revenues		Increase/(Decrease)
Revenues by Type	2017		% of Total Revenues		2016		% of Total Revenues		$			%
Advertising	$	1,106	35	%	$	1,162	38	%	$	(56	)	(5	)%
Content licensing and distribution	860		27		1,108		36		(248		)	(22	)
Affiliate and subscription fees	1,145		36		753		24		392			52
Other	60		2		61		2		(1		)	(2	)
Total Revenues	$	3,171	100	%	$	3,084	100	%	$	87		3	%



	Nine Months Ended September 30,
			% of Total Revenues				% of Total Revenues		Increase/(Decrease)
Revenues by Type	2017		% of Total Revenues		2016		% of Total Revenues		$			%
Advertising	$	4,008	41	%	$	4,492	46	%	$	(484	)	(11	)%
Content licensing and distribution	2,761		28		2,780		29		(19		)	(1	)
Affiliate and subscription fees	2,835		29		2,208		23		627			28
Other	167		2		168		2		(1		)	(1	)
Total Revenues	$	9,771	100	%	$	9,648	100	%	$	123		1	%

- 39 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Advertising

For the three months ended September 30, 2017 , the 5% decrease in advertising revenues primarily reflects lower political advertising sales and lower ratings, partially offset by higher pricing. The comparison was also impacted by one less Thursday Night Football game broadcast on the CBS Television Network in the third quarter of 2017 . For the nine months ended September 30, 2017 , the 11% decrease in advertising revenues primarily reflects the benefit to 2016 from the broadcast of Super Bowl 50 as well as lower political advertising sales.

During the fourth quarter of 2017, the advertising revenue comparison with the prior year will continue to be negatively affected by the benefit in 2016 from strong political advertising. Additionally, the CBS Television Network’s upfront advertising sales for the 2017/2018 television broadcast season, which runs from the middle of September 2017 through the middle of September 2018, concluded with increases in pricing compared with the prior broadcast season, and a majority of the Company’s deals are based on a live-plus-seven day viewing window, which are expected to benefit advertising revenues during the 2017/2018 broadcast season. However, overall advertising revenues for the Company will be dependent on ratings for its programming and market conditions, including demand in the scatter advertising market, which is when advertisers purchase the remaining advertising spots closer to the broadcast of the related programming. During the first nine months of 2017, compared to the same period in 2016, the Company has experienced lower ratings, which was largely offset by higher pricing.

Content Licensing and Distribution

For the three months ended September 30, 2017 , the 22% decrease in content licensing and distribution revenues primarily reflects the timing of domestic television licensing sales and the benefit in the third quarter of 2016 from the licensing of Penny Dreadful and various titles from the Company’s television library. These decreases were partially offset by growth in international licensing. For the nine months ended September 30, 2017 , the 1% decrease in content licensing and distribution revenues primarily reflects the timing of domestic television licensing and the benefit to 2016 from the international licensing sales of five Star Trek library series, partially offset by strong demand for the Company’s content internationally, reflecting additional titles available for sale as a result of the Company’s recent increased investment in internally-produced series.

For the remainder of 2017 , the content licensing and distribution revenues comparison will be impacted by fluctuations resulting from the timing of when Company-owned television series are made available for multiyear licensing agreements. Television license fee revenues are recognized at the beginning of the license period in which programs are made available to the licensee for exhibition.

Affiliate and Subscription Fees

For the three and nine months ended September 30, 2017 , the increases in affiliate and subscription fees of 52% and 28% , respectively, primarily reflect revenues from Showtime Networks’ distribution of the Floyd Mayweather/Conor McGregor pay-per-view boxing event, which contributed 36 points and 12 points of the growth for the three and nine-month periods, respectively. Underlying affiliate and subscription fee revenues for each of the three and nine months ended September 30, 2017 increased 16% , led by growth in station affiliation fees and retransmission revenues, and higher revenues from new digital initiatives, including the Company’s owned streaming subscription services, CBS All Access and the Showtime digital streaming subscription offering, and third-party live television streaming offerings.

Over the next few years, the Company expects to benefit from the renewal of several of its agreements with station affiliates and MVPDs as well as from agreements with new distributors of live television streaming offerings. In addition, the Company’s existing agreements with station affiliates and MVPDs include annual contractual

- 40 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

increases. Together, these factors are expected to result in continued growth in affiliate and subscription fees over the next several years.

International Revenues

The Company generated approximately 12% and 11% of its total revenues from international regions for the three months ended September 30, 2017 and 2016 , respectively, and generated approximately 14% of its total revenues from international regions for each of the nine months ended September 30, 2017 and 2016 .

Operating Expenses



	Three Months Ended September 30,
			% of Operating Expenses				% of Operating Expenses		Increase/(Decrease)
Operating Expenses by Type	2017		% of Operating Expenses		2016		% of Operating Expenses		$			%
Programming	$	749	40	%	$	500	28	%	$	249		50	%
Production	572		31		666		37		(94		)	(14	)
Participation, distribution and royalty	199		11		291		16		(92		)	(32	)
Other	342		18		331		19		11			3
Total Operating Expenses	$	1,862	100	%	$	1,788	100	%	$	74		4	%



	Nine Months Ended September 30,
			% of Operating Expenses				% of Operating Expenses		Increase/(Decrease)
Operating Expenses by Type	2017		% of Operating Expenses		2016		% of Operating Expenses		$			%
Programming	$	2,258	38	%	$	2,133	37	%	$	125		6	%
Production	1,955		33		1,933		33		22			1
Participation, distribution and royalty	725		12		788		13		(63		)	(8	)
Other	1,002		17		964		17		38			4
Total Operating Expenses	$	5,940	100	%	$	5,818	100	%	$	122		2	%

Programming

For the three and nine months ended September 30, 2017 , the increase s in programming expenses of 50% and 6% , respectively, were driven by costs associated with Showtime Networks’ distribution of the Floyd Mayweather/Conor McGregor pay-per-view boxing event, and for the nine months ended September 30, 2017 , the increase also reflects costs in 2017 associated with CBS’s broadcast of the semifinals and finals of the NCAA Division I Men’s Basketball Championship . The increases for the nine-month period were partially offset by costs in the first quarter of 2016 associated with the broadcast of Super Bowl 50.

Production

For the three months ended September 30, 2017 , the 14% decrease in production expenses primarily reflects lower costs associated with the decrease in television licensing revenues. For the nine months ended September 30, 2017 , the 1% increase in production expenses mainly reflects an increased investment in internally-produced television series and higher costs associated with the mix of titles sold under television licensing arrangements. These increases were partially offset by production costs in the first quarter of 2016 associated with CBS’s broadcast of Super Bowl 50 .

- 41 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Participation, distribution and royalty

For the three and nine months ended September 30, 2017 , the decreases in participation, distribution and royalty costs of 32% and 8% , respectively, were driven by lower television licensing revenues and the mix of titles sold under licensing arrangements.

Selling, General and Administrative Expenses



	Three Months Ended September 30,
	2017		% of Revenues			2016		% of Revenues			Increase/(Decrease)
Selling, general and administrative expenses	$	547		17	%	$	521		17	%		5	%



	Nine Months Ended September 30,
	2017		% of Revenues			2016		% of Revenues			Increase/(Decrease)
Selling, general and administrative expenses	$	1,585		16	%	$	1,534		16	%		3	%

Selling, general and administrative (“SG&A”) expenses include expenses incurred for selling and marketing costs, occupancy and back office support. For the three and nine months ended September 30, 2017 , the increases in SG&A expenses of 5% and 3% , respectively, primarily reflect higher advertising and marketing costs, mainly to support the Company’s growth initiatives.

Depreciation and Amortization



	Three Months Ended September 30,							Nine Months Ended September 30,
	2017		2016		Increase/(Decrease)			2017		2016		Increase/(Decrease)
Depreciation and amortization	$	55	$	54		2	%	$	166	$	168		(1	)%

Other Operating Items, Net

For the nine months ended September 30, 2016 , other operating items, net included a gain from the sale of an internet business in China and a multiyear, retroactive impact of a new operating tax.

Interest Expense/Income



	Three Months Ended September 30,									Nine Months Ended September 30,
	2017			2016			Increase/(Decrease)			2017			2016			Increase/(Decrease)
Interest expense	$	(116	)	$	(104	)		12	%	$	(336	)	$	(304	)		11	%
Interest income	$	17		$	7			143	%	$	45		$	22			105	%

The following table presents the Company’s outstanding debt balances, excluding capital leases, and the weighted average interest rate as of September 30, 2017 and 2016 :



	At September 30,
			Weighted Average					Weighted Average
	2017		Interest Rate			2016		Interest Rate
Total long-term debt	$	9,039		4.43	%	$	8,849		4.47	%
Commercial paper	$	590		1.44	%	$	33		0.75	%

- 42 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Loss on Early Extinguishment of Debt

For the three and nine months ended September 30, 2017 , the loss on early extinguishment of debt of $5 million

reflected a pre-tax loss associated with the redemption of the Company’s $300 million outstanding 4.625% senior notes due May 2018 .

Other Items, Net



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017		2016		Increase/(Decrease)		2017		2016			Increase/(Decrease)
Other items, net	$	3	$	—		n/m	$	9	$	(7	)		n/m

n/m - not meaningful

Other items, net for all periods primarily consists of foreign exchange gains and losses.

Provision for Income Taxes

The provision for income taxes represents federal, state and local, and foreign taxes on earnings from continuing operations before income taxes and equity in loss of investee companies.



	Three Months Ended September 30,									Nine Months Ended September 30,
	2017			2016			Increase/(Decrease)			2017			2016			Increase/(Decrease)
Provision for income taxes, including interest and before other discrete items	$	(187	)	$	(207	)		(10	)%	$	(548	)	$	(581	)		(6	)%
Excess tax benefits from stock-based compensation ^(a)	10			—						41			—
Other discrete items ^(b)	5			62						28			57
Provision for income taxes	$	(172	)	$	(145	)		19	%	$	(479	)	$	(524	)		(9	)%
Effective income tax rate	28.4		%	23.2		%				26.7		%	28.4		%

Equity in Loss of Investee Companies, Net of Tax



	Three Months Ended September 30,									Nine Months Ended September 30,
	2017			2016			Increase/(Decrease)			2017			2016			Increase/(Decrease)
Equity in loss of investee companies, net of tax	$	(16	)	$	(13	)		23	%	$	(45	)	$	(43	)		5	%

- 43 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Net Earnings from Continuing Operations and Diluted EPS from Continuing Operations



	Three Months Ended September 30,							Nine Months Ended September 30,
	2017		2016		Increase/(Decrease)			2017		2016		Increase/(Decrease)
Net earnings from continuing operations	$	418	$	466		(10	)%	$	1,269	$	1,281		(1	)%
Diluted EPS from continuing operations	$	1.03	$	1.04		(1	)%	$	3.10	$	2.82		10	%

For the three months ended September 30, 2017 , the decreases in net earnings from continuing operations and diluted EPS from continuing operations of 10% and 1% , respectively, were primarily the result of lower operating income and the impact of the previously mentioned tax benefit of $47 million in the third quarter of 2016. Diluted EPS from continuing operations benefited from lower weighted average shares outstanding as a result of the Company’s ongoing share repurchase program, which partially offset the lower earnings. For the nine months ended September 30, 2017 , the 1% decrease in net earnings from continuing operations primarily reflects lower operating income. The 10% increase in diluted EPS from continuing operations for the nine-month period reflects lower weighted average shares outstanding as a result of the Company’s ongoing share repurchase program, which more than offset the lower earnings.

Net Earnings (Loss) from Discontinued Operations

The following table sets forth details of net earnings (loss) from discontinued operations for the three and nine months ended September 30, 2017 and 2016 . Net earnings (loss) from discontinued operations included the operating results of CBS Radio for all periods presented. Net earnings (loss) from discontinued operations also included a tax benefit of $45 million for the three and nine months ended September 30, 2017 and a charge of $36 million for the three and nine months ended September 30, 2016 , in each case from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business that was accounted for as a discontinued operation.



Three Months Ended September 30, 2017	CBS Radio			Other			Total
Revenues	$	300		$	—		$	300
Costs and expenses: ^(a)
Operating	113			—			113
Selling, general and administrative	121			(1		)	120
Benefit from valuation allowance	(100		)	—			(100		)
Total costs and expenses	134			(1		)	133
Operating income	166			1			167
Interest expense	(21		)	—			(21		)
Earnings from discontinued operations	145			1			146
Income tax (provision) benefit	(17		)	45			28
Net earnings from discontinued operations, net of tax	$	128		$	46		$	174

(a) CBS Radio has been classified as held for sale beginning in the fourth quarter of 2016. Under ASC 360, assets held for sale are not depreciated or amortized.

- 44 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)



Three Months Ended September 30, 2016	CBS Radio			Other			Total
Revenues	$	317		$	—		$	317
Costs and expenses:
Operating	110			—			110
Selling, general and administrative	123			—			123
Depreciation and amortization	7			—			7
Total costs and expenses	240			—			240
Operating income	77			—			77
Other income	2			—			2
Earnings from discontinued operations	79			—			79
Income tax provision	(31		)	(36		)	(67		)
Net earnings (loss) from discontinued operations, net of tax	$	48		$	(36	)	$	12



Nine Months Ended September 30, 2017	CBS Radio			Other			Total
Revenues	$	856		$	—		$	856
Costs and expenses: ^(a)
Operating	307			—			307
Selling, general and administrative	372			(1		)	371
Restructuring charge	7			—			7
Provision for valuation allowance	980			—			980
Total costs and expenses	1,666			(1		)	1,665
Operating income (loss)	(810		)	1			(809		)
Interest expense	(60		)	—			(60		)
Earnings (loss) from discontinued operations	(870		)	1			(869		)
Income tax (provision) benefit	(47		)	45			(2		)
Net earnings (loss) from discontinued operations, net of tax	$	(917	)	$	46		$	(871	)

(a) CBS Radio has been classified as held for sale beginning in the fourth quarter of 2016. Under ASC 360, assets held for sale are not depreciated or amortized.



Nine Months Ended September 30, 2016	CBS Radio			Other			Total
Revenues	$	892		$	—		$	892
Costs and expenses:
Operating	298			—			298
Selling, general and administrative	359			—			359
Depreciation and amortization	20			—			20
Total costs and expenses	677			—			677
Operating income	215			—			215
Other income	2			—			2
Earnings from discontinued operations	217			—			217
Income tax provision	(88		)	(36		)	(124		)
Net earnings (loss) from discontinued operations, net of tax	$	129		$	(36	)	$	93

- 45 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Company will record an additional gain or loss upon the closing of the transaction, which is expected to occur in the fourth quarter of 2017. A 10% change to Entercom’s stock price would change the carrying value of CBS Radio by approximately $110 million .

Net Earnings and Diluted EPS



	Three Months Ended September 30,							Nine Months Ended September 30,
	2017		2016		Increase/(Decrease)			2017		2016		Increase/(Decrease)
Net earnings	$	592	$	478		24	%	$	398	$	1,374		(71	)%
Diluted EPS	$	1.46	$	1.07		36	%	$	.97	$	3.02		(68	)%

Segment Results of Operations

Three Months Ended September 30, 2017 and 2016



	Three Months Ended September 30,
				% of Total Revenues						% of Total Revenues			Increase/(Decrease)
	2017			% of Total Revenues			2016			% of Total Revenues			$			%
Revenues:
Entertainment	$	1,815			57	%	$	1,949			63	%	$	(134	)	(7	)%
Cable Networks	840				26		598				20		242			40
Publishing	228				7		226				7		2			1
Local Media	397				13		409				13		(12		)	(3	)
Corporate/Eliminations	(109		)		(3	)	(98		)		(3	)	(11		)	(11	)
Total Revenues	$	3,171			100	%	$	3,084			100	%	$	87		3	%



	Three Months Ended September 30,
				% of Total Operating Income						% of Total Operating Income
													Increase/(Decrease)
	2017						2016						$			%
Segment Operating Income (Loss):
Entertainment	$	345			49	%	$	348			48	%	$	(3	)	(1	)%
Cable Networks	294				42		285				40		9			3
Publishing	46				6		44				6		2			5
Local Media	105				15		122				17		(17		)	(14	)
Corporate	(83		)		(12	)	(78		)		(11	)	(5		)	(6	)
Total Operating Income	$	707			100	%	$	721			100	%	$	(14	)	(2	)%

- 46 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)



	Three Months Ended September 30,
					Increase/(Decrease)
	2017		2016		$			%
Depreciation and Amortization:
Entertainment	$	29	$	28	$	1		4	%
Cable Networks	5		6		(1		)	(17	)
Publishing	2		1		1			100
Local Media	11		11		—			—
Corporate	8		8		—			—
Total Depreciation and Amortization	$	55	$	54	$	1		2	%

Nine Months Ended September 30, 2017 and 2016



	Nine Months Ended September 30,
				% of Total Revenues						% of Total Revenues			Increase/(Decrease)
	2017			% of Total Revenues			2016			% of Total Revenues			$			%
Revenues:
Entertainment	$	6,346			65	%	$	6,483			67	%	$	(137	)	(2	)%
Cable Networks	1,954				20		1,659				17		295			18
Publishing	595				6		558				6		37			7
Local Media	1,218				13		1,253				13		(35		)	(3	)
Corporate/Eliminations	(342		)		(4	)	(305		)		(3	)	(37		)	(12	)
Total Revenues	$	9,771			100	%	$	9,648			100	%	$	123		1	%



	Nine Months Ended September 30,
				% of Total Segment Operating Income						% of Total Segment Operating Income
													Increase/(Decrease)
	2017						2016						$			%
Segment Operating Income (Loss):
Entertainment	$	1,089			53	%	$	1,148			54	%	$	(59	)	(5	)%
Cable Networks	795				38		740				35		55			7
Publishing	88				4		83				4		5			6
Local Media	355				17		402				19		(47		)	(12	)
Corporate	(247		)		(12	)	(245		)		(12	)	(2		)	(1	)
Total Segment Operating Income	2,080				100	%	2,128				100	%	(48		)	(2	)
Other operating items, net	—						9						(9		)	n/m
Total Operating Income	$	2,080					$	2,137					$	(57	)	(3	)%

n/m - not meaningful



	Nine Months Ended September 30,
					Increase/(Decrease)
	2017		2016		$			%
Depreciation and Amortization:
Entertainment	$	85	$	88	$	(3	)	(3	)%
Cable Networks	17		17		—			—
Publishing	5		4		1			25
Local Media	34		33		1			3
Corporate	25		26		(1		)	(4	)
Total Depreciation and Amortization	$	166	$	168	$	(2	)	(1	)%

- 47 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Entertainment (CBS Television Network, CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Interactive and CBS Films)

Three Months Ended September 30, 2017 and 2016



	Three Months Ended September 30,
							Increase/(Decrease)
Entertainment	2017			2016			$			%
Revenues	$	1,815		$	1,949		$	(134	)	(7	)%
Segment Operating Income	$	345		$	348		$	(3	)	(1	)%
Segment Operating Income as a % of revenues	19		%	18		%
Depreciation and amortization	$	29		$	28		$	1		4	%
Capital expenditures	$	25		$	23		$	2		9	%

For the three months ended September 30, 2017 , the 7% decrease in revenues was driven by a 26% decline in content licensing and distribution revenues, mainly as a result of the timing of domestic television licensing sales and the benefit to 2016 from sales of various titles from the Company’s television library, which were partially offset by growth in international licensing sales. Advertising revenues decreased 3% for the three months ended September 30, 2017 , reflecting lower ratings, partially offset by higher pricing. The advertising comparison was also impacted by one less Thursday Night Football game broadcast on the CBS Television Network in the third quarter of 2017. These decreases were partially offset by 35% growth in affiliate and subscription fees, reflecting higher station affiliation fees and growth from new digital initiatives, including CBS All Access and third-party live television streaming services.

For the three months ended September 30, 2017 , operating income decrease d 1% , while the operating income margin expanded one percentage point reflecting a mix of higher-margin revenues in 2017.

Nine Months Ended September 30, 2017 and 2016



	Nine Months Ended September 30,
							Increase/(Decrease)
Entertainment	2017			2016			$			%
Revenues	$	6,346		$	6,483		$	(137	)	(2	)%
Segment Operating Income	$	1,089		$	1,148		$	(59	)	(5	)%
Segment Operating Income as a % of revenues	17		%	18		%
Depreciation and amortization	$	85		$	88		$	(3	)	(3	)%
Capital expenditures	$	63		$	60		$	3		5	%

For the nine months ended September 30, 2017 , the 2% decrease in revenues mainly reflects the benefit in 2016 from the broadcast of Super Bowl 50 , which was partially offset by a 34% increase in affiliate and subscription fees, reflecting higher station affiliation fees and growth from new digital initiatives, including CBS All Access and third-party live television streaming services. Content licensing and distribution revenues were comparable with the prior-year period, as strong demand for the Company’s content internationally, due in part to increased investment in internally-produced series, was partially offset by the benefit to 2016 from the international licensing sales of five Star Trek library series and the timing of domestic television licensing sales.

For the nine months ended September 30, 2017 , the 5% decrease in operating income was primarily driven by the revenue decline.

- 48 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Cable Networks (Showtime Networks, CBS Sports Network and Smithsonian Networks)

Three Months Ended September 30, 2017 and 2016



	Three Months Ended September 30,
							Increase/(Decrease)
Cable Networks	2017			2016			$			%
Revenues	$	840		$	598		$	242		40	%
Segment Operating Income	$	294		$	285		$	9		3	%
Segment Operating Income as a % of revenues	35		%	48		%
Depreciation and amortization	$	5		$	6		$	(1	)	(17	)%
Capital expenditures	$	5		$	4		$	1		25	%

For the three months ended September 30, 2017 , the 40% increase in revenues was driven by Showtime Networks’ distribution of the Floyd Mayweather/Conor McGregor pay-per-view boxing event, growth from the Showtime digital streaming subscription offering and higher international television licensing sales. These increases were partially offset by lower domestic television licensing sales, largely due to the sale of Penny Dreadful in the third quarter of 2016. As of September 30, 2017 , subscriptions totaled approximately 25 million for Showtime, the Company’s premium television network, and the Showtime digital streaming subscription offering combined, 52 million for CBS Sports Network and 30 million for Smithsonian Networks.

For the three months ended September 30, 2017 , the 3% increase in operating income primarily reflects the revenue growth, which was significantly offset by costs associated with the aforementioned pay-per-view boxing event.

Nine Months Ended September 30, 2017 and 2016



	Nine Months Ended September 30,
							Increase/(Decrease)
Cable Networks	2017			2016			$		%
Revenues	$	1,954		$	1,659		$	295	18	%
Segment Operating Income	$	795		$	740		$	55	7	%
Segment Operating Income as a % of revenues	41		%	45		%
Depreciation and amortization	$	17		$	17		$	—	—	%
Capital expenditures	$	12		$	8		$	4	50	%

For the nine months ended September 30, 2017 , the 18% increase in revenues was driven by the aforementioned pay-per-view boxing event, growth from the Showtime digital streaming subscription offering and higher international television licensing sales. These increases were partially offset by lower domestic television licensing sales, largely due to the sale of Penny Dreadful in 2016.

For the nine months ended September 30, 2017 , the 7% increase in operating income was driven by the revenue growth, which was significantly offset by higher costs associated with the pay-per-view boxing event.

- 49 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Publishing ( Simon & Schuster )

Three Months Ended September 30, 2017 and 2016



	Three Months Ended September 30,
							Increase/(Decrease)
Publishing	2017			2016			$		%
Revenues	$	228		$	226		$	2	1	%
Segment Operating Income	$	46		$	44		$	2	5	%
Segment Operating Income as a % of revenues	20		%	19		%
Depreciation and amortization	$	2		$	1		$	1	100	%
Capital expenditures	$	1		$	1		$	—	—	%

For the three months ended September 30, 2017 , the 1% increase in revenues was driven by higher print book sales and growth in digital audio sales. Bestselling titles in the third quarter of 2017 included What Happened by Hillary Rodham Clinton and Sleeping Beauties by Stephen King and Owen King .

For the three months ended September 30, 2017 , the 5% increase in operating income mainly reflects revenue growth.

Nine Months Ended September 30, 2017 and 2016



	Nine Months Ended September 30,
							Increase/(Decrease)
Publishing	2017			2016			$			%
Revenues	$	595		$	558		$	37		7	%
Segment Operating Income	$	88		$	83		$	5		6	%
Segment Operating Income as a % of revenues	15		%	15		%
Depreciation and amortization	$	5		$	4		$	1		25	%
Capital expenditures	$	2		$	7		$	(5	)	(71	)%

For the nine months ended September 30, 2017 , the 7% increase in revenues was driven by higher print book sales and growth in digital audio sales.

For the nine months ended September 30, 2017 , the 6% increase in operating income reflects the revenue growth, which was partially offset by higher production costs.

- 50 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Local Media ( CBS Television Stations and CBS Local Digital Media )

Three Months Ended September 30, 2017 and 2016



	Three Months Ended September 30,
							Increase/(Decrease)
Local Media	2017			2016			$			%
Revenues	$	397		$	409		$	(12	)	(3	)%
Segment Operating Income	$	105		$	122		$	(17	)	(14	)%
Segment Operating Income as a % of revenues	26		%	30		%
Depreciation and amortization	$	11		$	11		$	—		—	%
Capital expenditures	$	8		$	9		$	(1	)	(11	)%

For the three months ended September 30, 2017 , the 3% decrease in revenues was driven by lower political advertising sales, which was partially offset by growth in retransmission revenues.

For the three months ended September 30, 2017 , the 14% decrease in operating income primarily reflects a decline in high-margin political advertising sales.

During the fourth quarter of 2017, the revenue comparison will continue to be negatively impacted by the benefit in 2016 from strong political advertising associated with U.S. federal and state elections.

Nine Months Ended September 30, 2017 and 2016



	Nine Months Ended September 30,
							Increase/(Decrease)
Local Media	2017			2016			$			%
Revenues	$	1,218		$	1,253		$	(35	)	(3	)%
Segment Operating Income	$	355		$	402		$	(47	)	(12	)%
Segment Operating Income as a % of revenues	29		%	32		%
Depreciation and amortization	$	34		$	33		$	1		3	%
Capital expenditures	$	20		$	20		$	—		—	%

For the nine months ended September 30, 2017 , the 3% decrease in revenues was driven by lower advertising revenues, reflecting the benefit in 2016 from CBS’s broadcast of Super Bowl 50 and a decline in political advertising sales. This decrease was partially offset by growth in retransmission revenues.

For the nine months ended September 30, 2017 , the 12% decrease in operating income primarily reflects lower revenues, as well as the mix of revenues compared to the same prior-year period. Retransmission revenues have associated network affiliation costs paid to the CBS Television Network, whereas political advertising sales have a high operating income margin.

- 51 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Corporate

Three Months Ended September 30, 2017 and 2016



	Three Months Ended September 30,
							Increase/(Decrease)
Corporate	2017			2016			$			%
Segment Operating Loss	$	(83	)	$	(78	)	$	(5	)	(6	)%
Depreciation and amortization	$	8		$	8		$	—		—	%
Capital expenditures	$	5		$	5		$	—		—	%

Corporate expenses include general corporate overhead, unallocated shared company expenses, pension and postretirement benefit costs for plans retained by the Company for previously divested businesses, and intercompany eliminations. For the three months ended September 30, 2017 , corporate expenses increased 6% , driven primarily by higher employee-related costs.

Nine Months Ended September 30, 2017 and 2016



	Nine Months Ended September 30,
							Increase/(Decrease)
Corporate	2017			2016			$			%
Segment Operating Loss	$	(247	)	$	(245	)	$	(2	)	(1	)%
Depreciation and amortization	$	25		$	26		$	(1	)	(4	)%
Capital expenditures	$	15		$	16		$	(1	)	(6	)%

Financial Position



	At			At			Increase/(Decrease)
	September 30, 2017			December 31, 2016			$			%
Current Assets:
Cash and cash equivalents		$	144		$	598	$	(454	)	(76	)%
Receivables, net ^(a)		3,598			3,314		284			9
Programming and other inventory ^(b)		1,830			1,427		403			28
Prepaid expenses		182			185		(3		)	(2	)
All other current assets		540			539		1			—
Total current assets		$	6,294		$	6,063	$	231		4	%

(a) The increase primarily relates to Showtime Networks’ distribution of the Floyd Mayweather/Conor McGregor pay-per-view boxing event.

(b) The increase primarily reflects the timing of payments for sports programming.



	At			At			Increase/(Decrease)
	September 30, 2017			December 31, 2016			$			%
Assets of discontinued operations ^(a)		$	3,325		$	4,291	$	(966	)	(23	)%

(a) The decrease primarily reflects a noncash charge of $980 million associated with a valuation allowance to reduce the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom. (See Note 3 to the consolidated financial statements).

- 52 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)



	At			At			Increase/(Decrease)
	September 30, 2017			December 31, 2016			$			%
Current Liabilities:
Accounts payable ^(a)		$	233		$	148	$	85		57	%
Accrued compensation ^(a)		257			369		(112		)	(30	)
Participants’ share and royalties payable		997			1,024		(27		)	(3	)
Program rights ^(b)		509			290		219			76
Commercial paper		590			450		140			31
All other current liabilities		1,466			1,427		39			3
Total current liabilities		$	4,052		$	3,708	$	344		9	%

(a) The increase (decrease) reflects the timing of payments.

(b) The increase is primarily associated with Showtime Networks’ distribution of the Floyd Mayweather/Conor McGregor pay-per-view boxing event.



	At			At			Increase/(Decrease)
	September 30, 2017			December 31, 2016			$			%
Pension and postretirement benefit obligations ^(a)		$	1,619		$	1,769	$	(150	)	(8	)%

(a) The decrease primarily reflects discretionary pension contributions of $100 million made during the first quarter of 2017 to prefund the Company’s qualified plans.

Cash Flows

The changes in cash and cash equivalents were as follows:



	Nine Months Ended September 30,
	2017			2016			Increase/(Decrease)
Net cash flow provided by operating activities from:
Continuing operations	$	935		$	1,117			$	(182	)
Discontinued operations	52			189				(137		)
Net cash flow provided by operating activities	987			1,306				(319		)
Net cash flow used for investing activities from:
Continuing operations	(399		)	(179		)		(220		)
Discontinued operations	(18		)	(2		)		(16		)
Net cash flow used for investing activities	(417		)	(181		)		(236		)
Net cash flow used for financing activities	(1,018		)	(1,269		)		251
Net decrease in cash and cash equivalents	$	(448	)	$	(144	)		$	(304	)

Operating Activities. For the nine months ended September 30, 2017 , the decrease in cash provided by operating activities from continuing operations was driven by the decline in advertising revenues including from the benefit in 2016 from CBS’s broadcast of Super Bowl 50 , and discretionary pension contributions of $100 million made during the first quarter of 2017 to prefund the Company’s qualified plans. These decreases were partially offset by higher affiliate and subscription fee revenues.

- 53 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Investing Activities



	Nine Months Ended September 30,
	2017				2016
Acquisitions (including acquired television library) ^(a)		$	(258	)		$	(51	)
Capital expenditures		(112		)		(111		)
Investments in and advances to investee companies ^(b)		(67		)		(44		)
Proceeds from dispositions ^(c)		11				20
All other investing activities, net		27				7
Net cash flow used for investing activities from continuing operations		(399		)		(179		)
Net cash flow used for investing activities from discontinued operations		(18		)		(2		)
Net cash flow used for investing activities		$	(417	)		$	(181	)

(a) On August 27, 2017, CBS signed a binding agreement to acquire Ten Networks Holdings Limited (“Network Ten”), one of three major commercial broadcast networks in Australia, after Network Ten entered into voluntary administration. During the third quarter of 2017 , the Company paid $138 million of the purchase price, primarily for the assumption of the secured debt of Network Ten’s lenders, and funding for working capital. The transaction, which is expected to close in the fourth quarter, will be completed in accordance with Australian applicable laws and procedures and is subject to certain regulatory approvals. 2017 also includes the acquisition of a television library and 2016 reflects the acquisition of a sports-focused digital media business.

(b) Mainly includes the Company’s investment in The CW as well as its other domestic and international television joint ventures.

Financing Activities



	Nine Months Ended September 30,
	2017				2016
Repurchase of CBS Corp. Class B Common Stock		$	(1,111	)		$	(1,534	)
Proceeds from short-term debt borrowings, net		140				33
Proceeds from issuance of senior notes		889				685
Repayment of senior notes and debentures		(701		)		(199		)
Dividends		(224		)		(209		)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation		(89		)		(57		)
Proceeds from exercise of stock options		81				13
All other financing activities, net		(3		)		(1		)
Net cash flow used for financing activities		$	(1,018	)		$	(1,269	)

Free Cash Flow

Free cash flow is a non-GAAP financial measure. Free cash flow reflects the Company’s net cash flow provided by (used for) operating activities before operating cash flow from discontinued operations and less capital expenditures. The Company’s calculation of free cash flow includes capital expenditures because investment in capital expenditures is a use of cash that is directly related to the Company’s operations. The Company’s net cash flow provided by (used for) operating activities is the most directly comparable GAAP financial measure.

- 54 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Management believes free cash flow provides investors with an important perspective on the cash available to the Company to service debt, make strategic acquisitions and investments, maintain its capital assets, satisfy its tax obligations, and fund ongoing operations and working capital needs. As a result, free cash flow is a significant measure of the Company’s ability to generate long-term value. It is useful for investors to know whether this ability is being enhanced or degraded as a result of the Company’s operating performance. The Company believes the presentation of free cash flow is relevant and useful for investors because it allows investors to evaluate the cash generated from the Company’s underlying operations in a manner similar to the method used by management. Free cash flow is one of several components of incentive compensation targets for certain management personnel. In addition, free cash flow is a primary measure used externally by the Company’s investors, analysts and industry peers for purposes of valuation and comparison of the Company’s operating performance to other companies in its industry.

As free cash flow is not a measure calculated in accordance with GAAP, free cash flow should not be considered in isolation of, or as a substitute for, either net cash flow provided by (used for) operating activities as a measure of liquidity or net earnings (loss) as a measure of operating performance. Free cash flow, as the Company calculates it, may not be comparable to similarly titled measures employed by other companies. In addition, free cash flow as a measure of liquidity has certain limitations, does not necessarily represent funds available for discretionary use and is not necessarily a measure of the Company’s ability to fund its cash needs. When comparing free cash flow to net cash flow provided by (used for) operating activities, the most directly comparable GAAP financial measure, users of this financial information should consider the types of events and transactions that are not reflected in free cash flow.

The following table presents a reconciliation of the Company’s net cash flow provided by operating activities to free cash flow.



	Nine Months Ended
	September 30,
	2017			2016
Net cash flow provided by operating activities	$	987		$	1,306
Capital expenditures	(112		)	(111		)
Exclude operating cash flow from discontinued operations	52			189
Free cash flow	$	823		$	1,006

Repurchase of Company Stock and Cash Dividends

- 55 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Capital Structure

The following table sets forth the Company’s debt.



	At			At
	September 30, 2017			December 31, 2016
Commercial paper		$	590		$	450
Senior debt (1.95% – 7.875% due 2017 – 2045) ^(a)		9,039			8,850
Obligations under capital leases		60			75
Total debt		9,689			9,375
Less commercial paper		590			450
Less current portion of long-term debt		19			23
Total long-term debt, net of current portion		$	9,080		$	8,902

Commercial Paper

Credit Facility

- 56 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Liquidity and Capital Resources

The Company continually projects anticipated cash requirements for its operating, investing and financing needs as well as cash flows generated from operating activities available to meet these needs. The Company’s operating needs include, among other items, commitments for sports programming rights, television and film programming, talent contracts, operating leases, interest payments, and pension funding obligations. The Company’s investing and financing spending includes capital expenditures, share repurchases, dividends and principal payments on its outstanding indebtedness. The Company believes that its operating cash flows; cash and cash equivalents; borrowing capacity under the Credit Facility, which had $2.49 billion of remaining availability at September 30, 2017 ; and access to capital markets are sufficient to fund its operating, investing and financing requirements for the next twelve months.

The Company’s funding for short-term and long-term obligations will come primarily from cash flows from operating activities. Any additional cash funding requirements are financed with short-term borrowings, including commercial paper, and long-term debt. To the extent that commercial paper is not available to the Company, the existing Credit Facility provides sufficient capacity to satisfy short-term borrowing needs. The Company routinely assesses its capital structure and opportunistically enters into transactions to lower its interest expense, which could result in a charge from the early extinguishment of debt.

The Company’s long-term debt obligations due over the next five years of $2.10 billion are expected to be funded by cash generated from operating activities and the Company’s ability to refinance its debt.

The Company expects to make a pension contribution of $500 million during the fourth quarter of 2017, which is expected to be partially funded by long-term borrowings.

Legal Matters

- 57 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Filings include claims for individuals suffering from mesothelioma, a rare cancer, the risk of which is allegedly increased by exposure to asbestos; lung cancer, a cancer which may be caused by various factors, one of which is alleged to be asbestos exposure; other cancers, and conditions that are substantially less serious, including claims brought on behalf of individuals who are asymptomatic as to an allegedly asbestos-related disease. The predominant number of claims against the Company are non-cancer claims. The Company believes that its reserves and insurance are adequate to cover its asbestos liabilities. This belief is based upon many factors and assumptions, including the number of outstanding claims, estimated average cost per claim, the breakdown of claims by disease type, historic claim filings, costs per claim of resolution and the filing of new claims. While the number of asbestos claims filed against the Company has remained generally flat in recent years, it is difficult to predict future asbestos liabilities, as events and circumstances may occur including, among others, the number and types of claims and average cost to resolve such claims, which could affect the Company’s estimate of its asbestos liabilities.

Related Parties

See Note 5 to the consolidated financial statements.

Recent Pronouncements and Adoption of New Accounting Standards

See Note 1 to the consolidated financial statements.

Critical Accounting Policies

See Item 7, Management’s Discussion and Analysis of Results of Operations and Financial Condition in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , for a discussion of the Company’s critical accounting policies.

- 58 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Cautionary Statement Concerning Forward-Looking Statements

This quarterly report on Form 10-Q, including “Item 2 - Management’s Discussion and Analysis of Results of Operations and Financial Condition,” contains both historical and forward‑looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward‑looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward‑looking statements are not based on historical facts, but rather reflect the Company’s current expectations concerning future results and events. These forward-looking statements generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “may,” “could,” or other similar words or phrases. Similarly, statements that describe the Company’s objectives, plans or goals are or may be forward‑looking statements. These forward‑looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause the actual results, performance or achievements of the Company to be different from any future results, performance and achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: advertising market conditions generally; changes in the public acceptance of the Company’s content; changes in technology and its effect on competition in the Company’s markets; changes in the federal communications laws and regulations; the impact of piracy on the Company’s products; the impact of consolidation in the market for the Company’s content; the impact of negotiations or the loss of affiliation agreements or retransmission agreements; the impact of union activity, including possible strikes or work stoppages or the Company’s inability to negotiate favorable terms for contract renewals; the ability to achieve the separation of the Company’s radio business through a merger of CBS Radio Inc. with a subsidiary of Entercom Communications Corp. (“Entercom”) on the anticipated terms, which are subject to regulatory and Entercom stockholder approvals, an exchange offer and other customary closing conditions, and fluctuations in the market values of Entercom’s Class A common stock and the Company’s Class B Common Stock; other domestic and global economic, business, competitive and/or regulatory factors affecting the Company’s businesses generally; and other factors described in the Company’s filings made under the securities laws, including, among others, those set forth under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 and in our Quarterly Reports on Form 10-Q, and in the Company’s recent Current Reports on Form 8-K. There may be additional risks, uncertainties and factors that the Company does not currently view as material or that are not necessarily known. The forward‑looking statements included in this document are made as of the date of this document and the Company does not have any obligation to publicly update any forward‑looking statements to reflect subsequent events or circumstances.

Important Notice

This document is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to sell or the solicitation of an offer to buy any securities. In connection with the separation of CBS Radio Inc. and combination of CBS Radio Inc. with Entercom (the “Transaction”), CBS Corporation filed with the U.S. Securities and Exchange Commission (the “SEC”) a Schedule TO, and CBS Radio Inc. filed with the SEC a registration statement on Form S-4 and Form S-1 containing a prospectus of CBS Radio Inc., in each case, relating to the exchange offer. Entercom has filed with the SEC a registration statement on Form S-4 relating to the Transaction, containing a prospectus of Entercom, and has also filed a proxy statement. Investors and security holders are urged to read these filings and any amendments or supplements thereto when they become available, as well as any other relevant documents, because they contain important information about CBS Corporation, CBS Radio Inc. and Entercom and the Transaction. These materials and other documents filed with the SEC may be obtained free of charge at the SEC’s website, www.sec.gov , and at CBS Corporation's corporate website, www.cbscorporation.com .

- 59 -

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)



Item 3.	Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes to market risk since reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .



Item 4.	Controls and Procedures.

The Company’s chief executive officer and chief operating officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended) were effective, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Securities Exchange Act of 1934, as amended.

No change in the Company’s internal control over financial reporting occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 60 -

PART II – OTHER INFORMATION



Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

Company Purchases of Equity Securities

In November 2010, the Company announced that its Board of Directors approved a program to repurchase $1.5 billion of the Company’s common stock in open market purchases or other types of transactions (including accelerated stock repurchases or privately negotiated transactions). Since then, various increases totaling $16.4 billion have been approved and announced, including most recently, an increase to the share repurchase program to a total availability of $6.0 billion on July 28, 2016. Below is a summary of CBS Corp.’s purchases of its Class B Common Stock during the three months ended September 30, 2017 under this publicly announced share repurchase program.



(in millions, except per share amounts)	Total Number of Shares Purchased		Average Price Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Remaining Authorization
July 1, 2017 - July 31, 2017		1.4	$	64.80		1.4		$	3,214
August 1, 2017 - August 31, 2017		1.6	$	65.10		1.6		$	3,107
September 1, 2017 - September 30, 2017		.9	$	58.36		.9		$	3,057
Total		3.9	$	63.52		3.9		$	3,057

- 61 -



Item 6.	Exhibits.



Exhibit No.			Description of Document
(2	)		Plan of acquisition, reorganization, arrangement, liquidation or succession.
		(a)	Amendment No. 2, dated as of September 13, 2017, to the Agreement and Plan of Merger, dated as of February 2, 2017, as amended July 10, 2017, by and among CBS Corporation, CBS Radio Inc., Entercom Communications Corp. and Constitution Merger Sub Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of CBS Corporation filed September 13, 2017) (File No. 001-09553) .
(4	)		Instruments defining the rights of security holders, including indentures.
		(a)	Amended and Restated Senior Indenture dated as of November 3, 2008 (“2008 Indenture”) between CBS Corporation, CBS Operations Inc., and The Bank of New York Mellon, as senior trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 of CBS Corporation filed November 3, 2008 (Registration No. 333-154962) (File No. 001-09553)) .
		(b)	First Supplemental Indenture to 2008 Indenture dated as of April 5, 2010 between CBS Corporation, CBS Operations Inc., and Deutsche Bank Trust Company Americas, as senior trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of CBS Corporation filed April 5, 2010 (File No. 001-09553)) .
			The other instruments defining the rights of holders of the long-term debt securities of CBS Corporation and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. CBS Corporation hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request.
(10)			Material Contracts
		(a)	Employment Agreement dated July 20, 2017 between CBS Corporation and Joseph R. Ianniello (filed herewith) .
		(b)	Employment Agreement dated July 20, 2017 between CBS Corporation and Lawrence P. Tu (filed herewith).
		(c)	Letter Agreement dated August 4, 2017 amending the Employment Agreement dated as of September 29, 2016 between CBS Corporation and Anthony G. Ambrosio (filed herewith).
		(d)	Letter Agreement dated August 4, 2017 amending the Employment Agreement dated December 17, 2015 (effective as of July 1, 2016) between CBS Corporation and Gil Schwartz (filed herewith).
(12	)		Statement Regarding Computation of Ratios (filed herewith)
(31	)		Rule 13a-14(a)/15d-14(a) Certifications
		(a)	Certification of the Chief Executive Officer of CBS Corporation pursuant to Rule 13a-14(a), or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith) .
		(b)	Certification of the Chief Operating Officer of CBS Corporation pursuant to Rule 13a-14(a), or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith) .
(32	)		Section 1350 Certifications
		(a)	Certification of the Chief Executive Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith) .
		(b)	Certification of the Chief Operating Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith) .

- 62 -



(101	)	Interactive Data File
		101. INS XBRL Instance Document.
		101. SCH XBRL Taxonomy Extension Schema.
		101. CAL XBRL Taxonomy Extension Calculation Linkbase.
		101. DEF XBRL Taxonomy Extension Definition Linkbase.
		101. LAB XBRL Taxonomy Extension Label Linkbase.
		101. PRE XBRL Taxonomy Extension Presentation Linkbase.

- 63 -

SIGNATURES

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 thereunto duly authorized.



	CBS CORPORATION (Registrant)

Date: November 3, 2017	/s/ Joseph R. Ianniello
	Joseph R. Ianniello Chief Operating Officer

Date: November 3, 2017	/s/ Lawrence Liding
	Lawrence Liding Executive Vice President, Controller and Chief Accounting Officer

- 64 -

Exhibit 10(a)

EXECUTION COPY

51 West 52 ^nd Street

New York, NY 10019

Joseph R. Ianniello

c/o CBS Corporation

51 West 52nd Street

New York, NY 10019



Dear Joe:	as of July 1, 2017

CBS Corporation (“ CBS ”), having an address at 51 West 52 ^nd Street, New York, New York 10019, agrees to employ you and you agree to accept such employment upon the following terms and conditions (this “ Agreement ”):

1. Term . The term of your employment under this Agreement shall commence on July 1, 2017 (the “ Effective Date ”) and, unless earlier terminated under this Agreement, shall expire on June 30, 2022 (the “ Expiration Date ”). The period from the Effective Date through the Expiration Date is referred to herein as the “ Term ” notwithstanding any earlier termination of your employment for any reason.

2. Duties .

(a) During the Term, you will serve as the Chief Operating Officer of CBS (“ COO ”), and you agree to perform all duties reasonable and consistent with that office as the Chairman of the Board, President and Chief Executive Officer of CBS (the “ Chairman & CEO ”) (currently Leslie Moonves) may assign to you from time to time, which, for avoidance of doubt, shall include all of your duties as of the Effective Date and any duties consistent with your position that are subsequently acquired. You will report solely to the Chairman & CEO. You shall also continue to perform the duties of the Chief Financial Officer of CBS (“ CFO ”) until such time as CBS (after consultation with you) may, in its discretion, assign another individual (or any successor(s) to such individual) to serve in the CFO position, provided that such individual (or successor(s) to such individual) has been jointly approved by you and the Chairman & CEO. Any individual serving in the position of CFO will report to you. The parties agree that it would be mutually beneficial for your continued development to assign the CFO role and its related duties to another executive early into the Term so that you may focus on the strategic and operational components of the COO role, and, accordingly, CBS will endeavor in good faith to do so not later than December 31, 2018.

Joseph R. Ianniello

as of July 1, 2017

Page 2

(b) During the period of your employment with CBS, you agree to devote your entire business time, attention and energies to the business of CBS. Notwithstanding the foregoing, you will be permitted to engage in charitable, civic, or other non-business activities and to serve as a member of the board of directors of not-for-profit organizations and one for-profit organization (in the case of the for-profit organization, which is mutually agreeable to you and the Chairman & CEO, subject to CBS’s applicable conflict of interest policies) so long as such activities do not materially interfere with the performance of your duties and responsibilities hereunder. During the period of your employment with CBS, consistent with current and past practice, you shall render your services under this Agreement from CBS’s executive offices in the New York and Los Angeles metropolitan areas; provided , however , that you will be required to engage in reasonable business travel to other locations.

3. Base Compensation .

(a) Salary . For all the services rendered by you in any capacity under this Agreement, CBS agrees to pay you an annual base salary (“ Salary ”) at the rate of Two Million Five Hundred Thousand Dollars ($2,500,000), less applicable deductions and withholding taxes, in accordance with CBS’s payroll practices as they may exist from time to time. Effective July 1, 2019, your Salary shall automatically be increased, without further action by the Compensation Committee of the CBS Board of Directors (the “ Committee ”), to Two Million Seven Hundred and Fifty Thousand Dollars ($2,750,000). Thereafter during your employment with CBS, your Salary shall be reviewed annually and may be increased, but not decreased. Any such increase shall be made at a time, and in an amount, that CBS shall determine in its discretion.

(b) Bonus Compensation . You also shall be eligible to receive annual bonus compensation (“ Bonus ”) during your employment with CBS under this Agreement, determined and payable as follows:

(i) Your Bonus for each calendar year during your employment with CBS under this Agreement (including, in the case of the 2017 calendar year, the period of your service prior to the Effective Date of this Agreement) will be determined in accordance with the guidelines of the CBS short-term incentive program (the “ STIP ”), as such guidelines may be amended from time to time without notice in the discretion of CBS.

(ii) Your target bonus (“ Target Bonus ”) for the 2017 calendar year (including the period of your service prior to the Effective Date of this Agreement) and for the 2018 calendar year shall be 450% of your Salary in effect on November 1 ^st of 2017 and 2018, respectively, or the last day of your employment, if earlier. Your Target Bonus for the 2019 calendar year and subsequent calendar years during your employment with CBS under this Agreement shall be 500% of your Salary in effect on November 1st of the calendar year or the last day of your employment, if earlier.

Joseph R. Ianniello

as of July 1, 2017

Page 3

(iii) Your Bonus for any calendar year shall be payable, less applicable deductions and withholding taxes, between January 1 ^st and March 15 ^th of the following calendar year.

(iv) Except as otherwise provided in paragraphs 7(b)(ii)(D), 7(c)(ii)(D), 7(d), 7(e), 7(f)(iii)(D) and 7(j)(ii)(A), if, prior to the last day of a calendar year, your employment with CBS terminates, CBS may, in its discretion, choose to pay you a prorated Bonus, in which case such prorated Bonus will be determined in accordance with the guidelines of the STIP and payable in accordance with paragraph 3(b)(iii).

(i) Beginning with calendar year 2018 (it being understood and agreed that you have already received an annual LTIP grant for calendar year 2017), you shall be eligible to receive annual grants of long-term incentive compensation under the LTIP. For the 2018 and 2019 calendar years, you shall have a target long-term incentive value equal to Twelve Million Two Hundred and Fifty Thousand Dollars ($12,250,000). For the 2020, 2021 and 2022 calendar years, your target long-term incentive value shall automatically be increased, without further action of the Committee, to Thirteen Million Five Hundred Thousand Dollars ($13,500,000). The precise amount, form (including equity and equity-based awards, which for purposes of this Agreement are collectively referred to as “ equity awards ”) and timing of any such long-term incentive award, if any, shall be determined in the discretion of the Committee, all of which (other than the amount) shall be consistent with current and past practice.

(ii) You shall be eligible to receive a grant of shares of Class B Common Stock based on the stock price performance of CBS’s Class B Common Stock over the period beginning July 1, 2017 and ending on December 31, 2021 (or earlier in certain instances as provided for in Schedule A to this Agreement), and subject to the Company’s degree of achievement against the PRSU Performance Goals for calendar years 2019 and 2020 (the “ 2017 Performance Award ”). The number of shares of Class B Common Stock to be granted to you and the timing of such grant shall be determined pursuant to the schedule set forth on Schedule A to this Agreement, a copy of which is attached hereto and incorporated herein by reference. For the avoidance of doubt, each reference to “other equity awards” in paragraph 7 of this Agreement is not intended to be a reference to the 2017 Performance Award, the treatment of which upon your termination of employment, disability or death, as applicable, is separately addressed in Schedule A to this Agreement.

(iii) CBS agrees to maintain a registration statement on Form S-8 for the Class B Common Stock with respect to the shares that may be delivered to you under the LTIP upon exercise of the stock options described in

Joseph R. Ianniello

as of July 1, 2017

Page 4

paragraph 3(c)(ii) or in settlement of the RSUs described in paragraph 3(c)(iii) of the Prior Agreement (as defined in paragraph 15 below).

4. Benefits . You shall be eligible to participate in all CBS vacation, medical, dental, life insurance, long-term disability insurance, retirement, and long-term incentive plans and programs and other benefit plans and programs (other than any plan or program evidenced in the Chairman & CEO’s employment agreement or other individual contractual arrangement) as CBS may have or establish from time to time and in which you would be eligible to participate under the terms of the plans, as may be amended from time to time, on terms no less favorable than those applicable to the Chairman & CEO. This provision shall not be construed to either require CBS to establish any welfare, compensation or long-term incentive plans, or to prevent the modification or termination of any plan once established, and no action or inaction with respect to any plan shall affect this Agreement. During your employment under this Agreement, CBS agrees that it will continue the existing arrangements concerning your usage of a car service consistent with current practices in effect immediately prior to the Effective Date. Additionally, CBS agrees that it will continue the existing arrangements concerning your usage of Company aircraft in effect immediately prior to the Effective Date ( e.g., second priority among CBS senior executives for usage of company aircraft for business-related travel, and limited usage of company aircraft for personal travel, subject to Chairman & CEO approval).

5. Business Expenses . During your employment under this Agreement, CBS shall reimburse you for such reasonable travel and other expenses (including, without limitation, the expense of first class travel) incurred in the performance of your duties as are customarily reimbursed to the Chairman & CEO (other than travel and other expenses unique to the Chairman & CEO which are evidenced in his employment agreement or other individual contractual arrangement). Such travel and other expenses shall be reimbursed by CBS as soon as practicable in accordance with CBS’s established guidelines, as may be amended from time to time, but in no event later than December 31 ^st of the calendar year following the calendar year in which you incur the related expenses.

6. Non-Competition, Confidential Information, Etc .

(a) Non-Competition . You agree that your employment with CBS is on an exclusive basis and that, while you are employed by CBS or any of its subsidiaries, other than as permitted by paragraph 2, you will not engage in any other business activity which is in conflict with your duties and obligations (including your commitment of time) under this Agreement. You further agree that, during the Non-Compete Period (as defined below), you shall not directly or indirectly engage in or participate in (or negotiate or sign any agreement to engage in or participate in), whether as an owner, partner, stockholder, officer, employee, director, agent of or consultant for, any business which at such time is competitive with any business of CBS, or any of its

Joseph R. Ianniello

as of July 1, 2017

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subsidiaries, without the written consent of CBS; provided , however , that this provision shall not prevent you from investing as less than a one (1%) percent stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. The Non-Compete Period shall cover the period during your employment with CBS and shall continue following the termination of your employment for any reason (including, without limitation, upon expiration of the Term) for the greater of: (i) twelve (12) months; or (ii) if longer, for so long as any payments are due to you pursuant to paragraph 7(b), 7(c), 7(f) or 7(j) of this Agreement, unless you provide CBS with an irrevocable written notice pursuant to paragraph 6(j) of this Agreement.

(b) Confidential Information . You agree that, during the period of your employment with CBS and at any time thereafter, (i) you shall not use for any purpose other than the duly authorized business of CBS, or disclose to any third party, any information relating to CBS, or any of CBS’s affiliated companies which is non-public, confidential or proprietary to CBS or any of CBS’s affiliated companies (“ Confidential Information ”), including any trade secret or any written (including in any electronic form) or oral communication incorporating Confidential Information in any way (except as may be required by law or in the performance of your duties under this Agreement consistent with CBS’s policies or to enforce your rights under this Agreement or in connection with any arbitration or litigation relating to your employment with CBS, provided that, in connection with your use of Confidential Information in any arbitration or litigation proceeding, you use reasonable best efforts to avoid any unnecessary disclosure by you of the Confidential Information outside of such proceeding); and (ii) you will comply with any and all confidentiality obligations of CBS to a third party, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information which ( x ) is or becomes generally available to the public other than as a result of a prohibited disclosure by you or at your direction or by any other person who directly or indirectly receives such information from you, or ( y ) is or becomes available to you on a non-confidential basis from a source which is entitled to disclose it to you. For purposes of this paragraph 6(b), the term “third party” shall be defined to mean any person other than CBS and its subsidiaries or any of their respective directors and senior officers.

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reporting or investigating a suspected violation of the law, (ii) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (iii) to your attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

(c) No Solicitation, Etc . You agree that, while employed by CBS and for the greater of twelve (12) months thereafter or for so long as payments are due to you pursuant to paragraph 7(b), 7(c), 7(f) or 7(j) of this Agreement, you shall not:

(i) directly or indirectly employ or solicit the employment of any person (other than your current personal assistant) who is then or has been within twelve (12) months prior thereto, an employee of CBS or any of CBS’s affiliated companies; or

(ii) willfully and directly interfere with, disturb, or interrupt any of the then-existing relationships (whether or not such relationships have been reduced to formal contracts) of CBS or any of CBS’s affiliated companies with any customer, consultant or supplier resulting in material harm to CBS (it being understood and agreed that actions by your employer or other third party in which you do not willfully and directly participate will not be attributed to you).

Notwithstanding any provision herein to the contrary, in the event your employment is terminated under circumstances described in paragraphs 7(b) or 7(c) of this Agreement, you will be entitled to the continued support and assistance of your then current personal assistant for a reasonable period of time following your termination in order to effect a smooth transition of your duties and responsibilities.

(d) CBS Ownership . The results and proceeds of your services under this Agreement, including, without limitation, any works of authorship resulting from your services during your employment with CBS and/or any of CBS’s affiliated companies and any works in progress resulting from such services, shall be works-made-for-hire and CBS shall be deemed the sole owner throughout the universe of any and all rights of every nature in such works, whether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner CBS determines, in its discretion, without any further payment to you. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to CBS under the preceding sentence, then you hereby irrevocably assign and agree to assign any and all of your right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of every nature in the work, whether now known or hereafter defined or discovered, and CBS shall have the right to use the work in perpetuity throughout the universe in any manner CBS determines, in its discretion,

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without any further payment to you. You shall, as may be requested by CBS from time to time and at CBS’s expense, do any and all things which CBS may deem useful or desirable to establish or document CBS’s rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if you are unavailable or unwilling to execute such documents, you hereby irrevocably designate the Senior Executive Vice President, Chief Legal Officer, CBS Corporation or his designee as your attorney-in-fact with the power to execute such documents on your behalf. To the extent you have any rights in the results and proceeds of your services under this Agreement that cannot be assigned as described above, you unconditionally and irrevocably waive the enforcement of such rights. This paragraph 6(d) is subject to, and does not limit, restrict, or constitute a waiver by CBS of any ownership rights to which CBS may be entitled by operation of law by virtue of being your employer.

(e) Litigation .

(i) You agree that during the period of your employment with CBS and for twelve (12) months thereafter or, if later, during the pendency of any litigation or other proceeding, ( x ) you shall not communicate with anyone (other than your own attorneys and tax advisors), except to the extent necessary in the performance of your duties under this Agreement, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving CBS, or any of CBS’s affiliated companies, other than any litigation or other proceeding in which you are a party-in-opposition, without giving prior notice to CBS or its counsel (to the extent lawful); and ( y ) in the event that any other party attempts to obtain information or documents from you with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, you shall promptly notify CBS’s counsel before providing any information or documents (to the extent lawful).

(ii) You agree to cooperate with CBS and its attorneys, both during and after the termination of your employment, in connection with any litigation or other proceeding arising out of or relating to matters in which you were involved or had knowledge of prior to the termination of your employment. Your cooperation shall include, without limitation, providing assistance to CBS’s counsel, experts or consultants, providing truthful testimony in pretrial and trial or hearing proceedings and any travel related to your attendance at such proceedings. In the event that your cooperation is requested after the termination of your employment, CBS will ( x ) seek to minimize interruptions to your schedule to the extent consistent with its interests in the matter; and ( y ) reimburse you for all reasonable and appropriate out-of-pocket expenses actually incurred by you in connection with such cooperation upon reasonable substantiation of such expenses. Any such reimbursement shall be made within

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60 calendar days following the date on which CBS receives appropriate documentation with respect to such expenses, but in no event shall payment be made later than December 31 of the calendar year following the calendar year in which you incur the related expenses.

(iii) You agree that during the period of your employment with CBS and at any time thereafter, to the fullest extent permitted by law, you will not, other than to enforce your rights under this Agreement pursuant to and in accordance with paragraph 17 of this Agreement, testify voluntarily in any lawsuit or other proceeding which directly or indirectly involves CBS, or any of CBS’s affiliated companies, or which may create the impression that such testimony is endorsed or approved by CBS, or any of CBS’s affiliated companies, without advance notice (including the general nature of the testimony) to and, if such testimony is without subpoena or other compulsory legal process, the approval of the Senior Executive Vice President, Chief Legal Officer, CBS Corporation.

(f) No Right to Give Interviews or Write Books, Articles, Etc . During the Term, except as authorized by CBS (which authorization shall include, without limitation, the written or verbal approval by the Chairman & CEO) or in carrying out your duties and responsibilities under this Agreement (which include, without limitation, approved participation in industry conferences, investor conferences, media events, road shows and similar events), you shall not (i) give any interviews or speeches, or (ii) prepare or assist any person or entity in the preparation of any books, articles, television or motion picture productions or other creations, in either case, concerning CBS, or any of CBS’s affiliated companies or any of their respective officers, directors, agents, employees, suppliers or customers; provided , that any failure to obtain approval for participation in industry conferences, investor conferences, media events, road shows and similar events shall not be considered Cause (as defined in paragraph 7(a)(i) of this Agreement) unless such failure is part of a pattern of continuous or repeated failures to obtain approval for participation in such events.

(g) Return of Property . All documents, data, recordings, or other property, whether tangible or intangible, including all information stored in electronic form, obtained or prepared by or for you and utilized by you in the course of your employment with CBS shall remain the exclusive property of CBS. In the event of the termination of your employment for any reason, CBS reserves the right, to the extent permitted by law and in addition to any other remedy CBS may have, to deduct from any monies otherwise payable to you the following: (i) all amounts you may owe to CBS, or any of CBS’s subsidiaries at the time of or subsequent to the termination of your employment with CBS; and (ii) the value of the CBS property which you retain in your possession after the termination of your employment with CBS. In the event that the law of any state or other jurisdiction requires the consent of an employee for such deductions, this Agreement shall serve as such consent. Notwithstanding anything in this

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paragraph 6(g) to the contrary, CBS will not exercise such right to deduct from any monies otherwise payable to you that constitute “deferred compensation” within the meaning of Internal Revenue Code Section 409A (“ Code Section 409A ”).

(h) Non-Disparagement . You and CBS agree that each party, during the period of your employment with CBS and for a period of one (1) year thereafter, shall not, in any communications with the press or other media or any customer, client, supplier or member of the investment community, criticize, ridicule or make any statement which disparages or is derogatory of the other party; provided , that CBS’s obligations shall be limited to communications by its senior corporate executives having the rank of Senior Vice President or above (“ Specified Executives ”), and it is agreed and understood that any such communication by any Specified Executive (or by any executive at the behest of a Specified Executive) shall be deemed to be a breach of this paragraph 6(h) by CBS. Notwithstanding the foregoing, neither you nor CBS shall be prohibited from making truthful statements in connection with any arbitration proceeding described in paragraph 17 hereof concerning a dispute relating to this Agreement.

(i) Injunctive Relief . CBS has entered into this Agreement in order to obtain the benefit of your unique skills, talent, and experience. You acknowledge and agree that any violation of paragraphs 6(a) through (h) of this Agreement will result in irreparable damage to CBS and, accordingly, CBS may obtain injunctive and other equitable relief for any breach or threatened breach of such paragraphs, in addition to any other remedies available to CBS.

(j) Survival; Modification of Terms . Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason; provided , however , that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause, you resign with Good Reason or your employment under this Agreement terminates due to failure to renew this Agreement in accordance with paragraph 7(f)(iii); and ( y ) at any time following the one-year anniversary of your termination date, you provide CBS with an irrevocable written notice waiving your right to receive, or to continue to receive, any payments and benefits under paragraphs 7(b)(ii)(A), (B), (C), (D) and (G), paragraphs 7(c)(ii)(A), (B), (C), (D) and (G), paragraphs 7(f)(iii)(A) through (D) or paragraphs 7(j)(ii)(A), (B), (C), (D) and (G), as applicable, that would otherwise be paid or provided to you after the one-year anniversary of your termination date (it being understood and agreed that you shall be entitled to retain any payments or benefits required to be paid or provided to you prior to such date). You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such

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restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

7. Termination of Employment .

(a) Termination for Cause .

(i) CBS may, at its option, terminate your employment under this Agreement for Cause at any time during the Term. For purposes of this Agreement, “ Cause ” shall mean termination of your employment due to any of the following:

(A) your engaging or participating in intentional acts of material fraud against CBS and its subsidiaries (the “ Company ”);

(B) your willful misfeasance having a material adverse effect on the Company (except in the event of your Disability as set forth in paragraph 7(e));

(D) your willful failure to obey a material lawful directive that is appropriate to your position from the Chairman & CEO;

(E) your willful unauthorized disclosure of trade secret or other confidential material information of the Company;

(F) your terminating your employment without Good Reason (as defined below) other than for death or Disability pursuant to paragraph 7(e) (it being understood that your terminating your employment during the Term without Good Reason prior to the end of the Term shall constitute Cause);

(G) your willful and material violation of any formal written policy of the Company that is generally applicable to all employees or all officers of the Company including, but not limited to, policies concerning insider trading or sexual harassment, Supplemental Code of Ethics for Senior Financial

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Officers, and CBS’s Business Conduct Statement;

(H) your willful failure to cooperate fully with a bona fide Company internal investigation or an investigation of the Company by regulatory or law enforcement authorities, whether or not related to your employment with the Company (an “ Investigation ”), after being instructed by the Board or the Chairman & CEO to cooperate or your willful destruction of or knowing and intentional failure to preserve documents or other material known by you to be relevant to any Investigation; or

(I) your willful and material breach of any of your material obligations hereunder.

For purposes of the foregoing definition, an act or omission shall be considered “willful” if done, or omitted to be done, by you with knowledge and intent.

Anything herein to the contrary notwithstanding, CBS will give you written notice as soon as practicable, but in no event later than forty-five (45) calendar days, after the occurrence of an event constituting Cause is known by ( x ) the Chairman & CEO, ( y ) the Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer or ( z ) the Senior Executive Vice President, Chief Legal Officer, CBS Corporation prior to terminating this Agreement for Cause pursuant to clauses (A), (B), (D), (E), (G), (H) and (I) above. Such notice shall set forth the nature of any alleged misfeasance in reasonable detail and, if such misfeasance is capable of being cured, the conduct required to cure. Except for a failure, conduct or breach which by its nature cannot be cured, you shall have thirty (30) calendar days from the receipt of such notice within which to cure and within which period CBS cannot terminate this Agreement for the stated reason, and, if so cured, after which period CBS cannot terminate your employment under this Agreement for the stated reason. For purposes of this Agreement, no such purported termination of your employment for Cause set forth in clauses (A), (B), (D), (E), (G), (H) or (I) above shall be effective without such notice.

(ii) In the event that your employment terminates under paragraph 7(a)(i) during the Term, CBS shall have no further obligations under this Agreement, including, without limitation, any obligation to pay Salary or Bonus or provide benefits, except for the Accrued Obligations (as defined below) or as required by applicable law.

(b) Termination without Cause .

(i) CBS may terminate your employment under this Agreement without Cause at any time during the Term by providing written

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notice of termination to you.

(ii) In the event that your employment terminates under paragraph 7(b)(i) during the Term hereof, you shall thereafter receive, less applicable withholding taxes, ( x ) any unpaid Salary through and including the date of termination, any unpaid Bonus earned for the calendar year prior to the calendar year in which you are terminated, any business expense reimbursements incurred but not yet approved and/or paid and such other amounts as are required to be paid or provided by law (the “ Accrued Obligations ”), payable within thirty (30) days following your termination date, and ( y ) subject to your compliance with paragraph 7(i) hereunder, the following payments and benefits:

(A) Severance Amount : a severance amount (the “ Severance Amount ”) equal to two and one-half (2-1/2) times the sum of (i) your Salary (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Term) and (ii) the greater of ( x ) your Target Bonus in effect at the time of termination (or, if your Target Bonus has been reduced in violation of this Agreement, your highest Target Bonus during the Term) and ( y ) the average of your actual annual Bonus awards for the two calendar years immediately preceding the calendar year in which your employment is terminated, 50% of which will be paid in a lump sum within thirty (30) days following your termination date and the remaining 50% of which will be paid over a period of twenty-four (24) months in accordance with CBS’s then effective payroll practices (your “ Regular Payroll Amount ”) as follows:

(I) beginning with the regular payroll date (“ Regular Payroll Dates ”) next following your termination date, you will receive your Regular Payroll Amount on the Regular Payroll Dates that occur on or before March 15 ^th of the calendar year following the calendar year in which your employment terminates;

(II) beginning with the first Regular Payroll Date after March 15 ^th of the calendar year following the calendar year in which your employment terminates, you will receive your Regular Payroll Amount, if any remains due, until you have received an amount equal to the maximum amount permitted to be paid pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) ( i.e., the lesser of ( x ) two times your “annualized compensation” within the meaning of Code Section 409A or ( y ) two times the limit under Section 401(a)(17) of the Internal Revenue Code (the “ Code ”) for the calendar year in which your

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termination occurs, which, for 2017, is $540,000); provided , however , that in no event shall payment be made to you pursuant to this paragraph 7(b)(ii)(A)(II) later than December 31st of the second calendar year following your termination of employment; and

(III) the balance of your Regular Payroll Amount, if any remains due, will be paid to you by payment of your Regular Payroll Amount on your Regular Payroll Dates beginning with the regular payroll date that follows the date of the last payment pursuant to paragraph 7(b)(ii)(A)(II);

provided , however , that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of the Severance Amount that would be paid to you during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be paid to you in a lump sum on the earlier of ( x ) the first business day of the seventh calendar month following the calendar month in which your termination of employment occurs or ( y ) your death (the applicable date, the “ Permissible Payment Date ”) rather than as described above, and any remaining Severance Amount, if any, shall be paid to you or your estate, as applicable, by payment of your Regular Payroll Amount on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Payment Date. Each payment pursuant to this paragraph 7(b)(ii) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A;

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from your compensation for this purpose; provided , further , that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law; provided , further , that to the extent CBS is unable to continue such benefits because of underwriting on the plan term or if such continuation would violate Code Section 105(h), CBS shall provide you with economically equivalent benefits determined on an after-tax basis (to the extent such benefit was non-taxable);

(C) Life Insurance : life insurance coverage for thirty (30) months under CBS’s policy in effect on the date of termination in the amount then furnished to CBS employees at no cost (the amount of which coverage will be reduced by the amount of life insurance coverage furnished to you at no cost by a third party employer); provided , however , that to the extent CBS is unable to continue such benefits because of underwriting on the plan term, CBS shall provide you with economically equivalent benefits determined on an after-tax basis (to the extent such benefit was non-taxable);

(D) Pro-Rata Bonus : You will receive a Bonus for the calendar year in which your employment is terminated, such Bonus to be determined based on actual performance and consistent with senior executives who remain employed with CBS, and then prorated based on the number of calendar days of such year elapsed through the date your employment is terminated (the “ Pro-Rata Bonus ”), payable, less any applicable deductions and withholding taxes, between January 1 ^st and March 15 ^th of the following calendar year;

(E) Additional Cash Payment : a cash payment equal to One Million Dollars ($1,000,000); provided, however, this paragraph 7(b)(ii)(E) will become null and void upon you receiving the title of President and Chief Operating Officer; and

(F) Equity : the following with respect to awards granted to you under the LTIP (or any predecessor plan to the LTIP):

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exercisable until the greater of thirty (30) months following the termination date or the period provided in accordance with the terms of the grant, but in no event later than their expiration date.

(II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until the greater of thirty (30) months following the termination date or the period provided in accordance with the terms of the grant, but in no event later than their expiration date.

(III) All outstanding RSU and other equity awards (or portions thereof) that have not vested on or before the termination date shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided , however , that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Section 162(m) of the Internal Revenue Code of 1986, as amended (“ Code Section 162(m) ”), such RSU or other equity award shall vest if and to the extent the Committee certifies that the performance goal relating to such RSU or other equity award has been met, or, if later, the Release Effective Date, and shall be settled within ten (10) business days thereafter; provided , further , that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such RSU or other equity award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided , further , that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be settled on the Permissible

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Payment Date.

(G) Outplacement Services : CBS will make available to you, at its expense, executive level outplacement services with a leading national outplacement firm, with such outplacement services to be provided for a period of up to twelve (12) months following the date on which your employment is terminated. The outplacement program shall be designed and the outplacement firm selected by CBS. CBS will pay all expenses related to the provision of outplacement services directly to the outplacement firm by the end of the calendar year following the calendar year in which the outplacement services are provided.

(iii) You shall not be required to mitigate the amount of any payment provided for in paragraph 7(b)(ii) by seeking other employment. The payments provided for in paragraph 7(b)(ii) are in lieu of any other severance or income continuation or protection (other than any indemnification protection) under any CBS plan, program or agreement that may now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to be in addition to the type of payments and benefits described in paragraph 7(b)(ii) of this Agreement).

For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “ Good Reason ” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) the failure of CBS to recommend you or the CBS Board of Directors to ratify you as President of CBS on or before December 31, 2018; (B) the appointment of a person other than yourself or Leslie Moonves as President and/or Chief Executive Officer of CBS (including, for the avoidance of doubt, any such appointment that occurs either before or after an appointment of you as President); (C) a material reduction in your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those in effect

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immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices reporting relationships, authorities, duties or responsibilities which are customarily given to an executive of a public company comparable to CBS (for the avoidance of doubt, (i) a material reduction shall include and be deemed to have occurred if either ( x ) you cease to be the most senior executive responsible for the financial affairs of CBS and the operational responsibilities in effect immediately prior to the Effective Date and such additional operating responsibilities as the Chairman & CEO may assign to you thereafter (the “ Operational Responsibilities ”) ( provided that no cessation shall be deemed to have occurred if CBS has an ultimate parent company that is a public company and you are the most senior executive responsible for the financial affairs and the Operational Responsibilities of the ultimate public parent company), or ( y ) neither CBS nor its ultimate parent company (if any) is a public company; and (ii) neither the assignment of another individual (or any successor(s) to such individual) to serve in the CFO position in accordance with paragraph 2 nor such individual’s performance of duties customary to that of a CFO of a public company shall be considered a material reduction or otherwise constitute “Good Reason” so long as such CFO position reports to you as the COO); (D) a reduction in your base Salary or target compensation in effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets; (E) the assignment to you of duties or responsibilities that are materially inconsistent with the usual and customary duties associated with a Chief Operating Officer of a publicly traded company or that materially impair your ability to function as the Chief Operating Officer of CBS ( provided that you acknowledge and agree that supporting the Chairman & CEO on such strategic and operational matters as he may assign to you shall not be deemed materially inconsistent with the usual and customary duties associated with a Chief Operating Officer of a publicly traded company or to materially impair your ability to function as the COO of CBS); (F) the material breach by CBS of any of its obligations under this Agreement (it being understood that a breach by CBS of its obligations under paragraph 3(c)(ii) shall constitute a material breach of an obligation under this Agreement); or (G) CBS requiring you to be based anywhere other than the New York or Los Angeles metropolitan area, except for required travel on CBS business. CBS shall have thirty (30) days from the receipt of your notice within which to cure, and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to CBS or such earlier effective date set by CBS following receipt of your notice.

(ii) In the event that your employment terminates under paragraph 7(c)(i) during the Term, you shall thereafter receive, less applicable

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withholding taxes, ( x ) the Accrued Obligations, payable within thirty (30) days following your termination date, and ( y ), subject to your compliance with paragraph 7(i) hereunder, the following payments and benefits:

(A) Severance Amount : a Severance Amount equal to two and one-half (2-1/2) times the sum of (i) your Salary (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Term) and (ii) the greater of ( x ) your Target Bonus in effect at the time of termination (or, if your Target Bonus has been reduced in violation of this Agreement, your highest Target Bonus during the Term) and ( y ) the average of your actual annual Bonus awards for the two calendar years immediately preceding the calendar year in which your employment is terminated, 50% of which will be paid in a lump sum within thirty (30) days following your termination date and the remaining 50% of which will be paid in Regular Payroll Amounts over a period of twenty-four (24) months as follows:

(I) beginning with the Regular Payroll Date following your termination date, you will receive your Regular Payroll Amount on the Regular Payroll Dates that occur on or before March 15 ^th of the calendar year following the calendar year in which your employment terminates;

(II) beginning with the first Regular Payroll Date after March 15 ^th of the calendar year following the calendar year in which your employment terminates, you will receive your Regular Payroll Amount, if any remains due, until you have received an amount equal to the maximum amount permitted to be paid pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) ( i.e., the lesser of ( x ) two times your “annualized compensation” within the meaning of Code Section 409A or ( y ) two times the limit under Code Section 401(a)(17) for the calendar year in which your termination occurs, which, for 2017, is $540,000); provided , however , that in no event shall payment be made to you pursuant to this paragraph 7(c)(ii)(A)(II) later than December 31st of the second calendar year following your termination of employment; and

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provided , however , that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your Regular Payroll Amount that would be paid to you during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be paid to on the Permissible Payment Date rather than as described in paragraph 7(c)(ii)(A)(I), (II) or (III), as applicable, and any remaining Salary, if any, shall be paid to you or your estate, as applicable, by payment of your Regular Payroll Amount on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Payment Date. Each payment pursuant to this paragraph 7(c)(ii) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A;

(B) Health Benefits : medical and dental insurance coverage for you and your eligible dependents at no cost to you (except as hereafter described) pursuant to the CBS benefit plans in which you participated at the time of your termination of employment (or, if different, other benefit plans generally available to senior level executives) for a period of thirty (30) months following the termination date, or if earlier, the date on which you become eligible for medical or dental coverage as the case may be from a third party, which period of coverage shall be considered to run concurrently with the COBRA continuation period; provided , however , that during the period that CBS provides you with this coverage, the cost of such coverage will be treated as taxable income to you and CBS may withhold taxes from your compensation for this purpose; provided , further , that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law; provided , further , that to the extent CBS is unable to continue such benefits because of underwriting on the plan term or if such continuation would violate Code Section 105(h), CBS shall provide you with economically equivalent benefits determined on an after-tax basis (to the extent such benefit was non-taxable);

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of life insurance coverage furnished to you at no cost by a third party employer); provided , however , that to the extent CBS is unable to continue such benefits because of underwriting on the plan term, CBS shall provide you with economically equivalent benefits determined on an after-tax basis (to the extent such benefit was non-taxable);

(D) Pro-Rata Bonus : a Pro-Rata Bonus, payable, less any applicable deductions and withholding taxes, between January 1 ^st and March 15 ^th of the following calendar year;

(E) Additional Cash Payment : a cash payment equal to One Million Dollars ($1,000,000); provided, however, this paragraph 7(c)(ii)(E) will become null and void upon you receiving the title of President and Chief Operating Officer; and

(F) Equity : the following with respect to awards granted to you under the LTIP (or any predecessor plan to the LTIP):

(I) All outstanding stock option awards (or portions thereof) that have not fully vested and become exercisable on or before the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) below), and will continue to be exercisable until the greater of thirty (30) months following the termination date or the period provided in accordance with the terms of the grant, but in no event later than their expiration date.

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deductibility of any such RSU or other equity award under Code Section 162(m), such RSU or other equity award shall vest if and to the extent the Committee certifies that the performance goal relating to such RSU or other equity award has been met, or, if later, the Release Effective Date, and shall be settled within ten (10) business days thereafter; provided , further , that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such RSU or other equity award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided , further , that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be settled on the Permissible Payment Date.

(iii) You shall not be required to mitigate the amount of any payment provided for in paragraph 7(c)(ii) by seeking other employment. The payments provided for in paragraph 7(c)(ii) are in lieu of any other severance or income continuation or protection (other than any indemnification protection) under any CBS plan, program or agreement that may now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to be in addition to the type of payments and benefits described in paragraph 7(c)(ii) of this Agreement).

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(d) Death .

(i) Your employment with CBS shall terminate automatically upon your death.

(ii) In the event of your death prior to the end of the Term while you are actively employed, your beneficiary or estate shall be entitled to receive the following:

(A) the Accrued Obligations, payable, less applicable withholding taxes, within 30 days following your date of death;

(B) bonus compensation for the calendar year in which your death occurs, determined in accordance with the STIP ( i.e., based upon your Target Bonus) and prorated for the portion of the calendar year through and including your date of death, payable, less applicable withholding taxes, between January 1 ^st and March 15 ^th of the following calendar year;

(C) all your outstanding unvested stock options will vest, and all such stock options and all of your outstanding stock options that have previously vested will remain exercisable for the period provided for under the terms of the applicable award agreement; and

(D) all your unvested and outstanding restricted stock and/or RSUs and any other type of equity awards (or unvested portions thereof) will vest and be settled within ten (10) business days after the date of your death; provided , that to the extent any such unvested and outstanding equity awards (or portions thereof) remain subject to performance-based vesting conditions on the date of your death, such awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and to be settled within ten (10) business days thereafter.

(iii) In the event of your death after the termination of your employment (which termination occurred during the Term) under circumstances described in paragraph 7(b)(i), 7(c)(i) or 7(f)(iii), but prior to payment of any amounts or benefits described in paragraphs 7(b)(ii)(A), (D), (E) and (F), paragraphs 7(c)(ii)(A), (D), (E) and (F), or paragraphs 7(f)(iii)(A), (D) and (E), as applicable, that you would have received had you continued to live, all such amounts and benefits shall be paid, less applicable deductions and withholding taxes, to your beneficiary (or, if no beneficiary has been designated, to your estate) in accordance with the applicable payment schedule set forth in

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paragraphs 7(b)(ii)(A), (D), (E) and (F), paragraphs 7(c)(ii)(A), (D), (E) and (F), or paragraphs 7(f)(iii)(A), (D) and (E), as applicable.

(e) Disability .

(i) If, while employed during the Term, you become “disabled” within the meaning of such term under CBS’s Short-Term Disability (“ STD ”) program (such condition is referred to as a “ Disability ” or being “ Disabled ”), you will be considered to have experienced a termination of employment with CBS and its subsidiaries as of the date you first become eligible to receive benefits under CBS’s Long-Term Disability (“ LTD ”) program or, if you do not become eligible to receive benefits under CBS’s LTD program, you have not returned to work by the six (6) month anniversary of your Disability onset date (such 6-month anniversary, the “ Disability Termination Date ”).

(ii) Except as provided in this paragraph 7(e)(ii), if you become Disabled while employed full-time during the Term, you will exclusively receive compensation under the STD program in accordance with its terms and, thereafter, under the LTD program in accordance with its terms, provided you are eligible to receive LTD program benefits. Notwithstanding the foregoing, if you have not returned to work by December 31 ^st of a calendar year during the Term, you will receive bonus compensation for the calendar year(s) during the Term in which you receive compensation under the STD program, determined as follows:

(A) for the portion of the calendar year from January 1 ^st until the date on which you first receive compensation under the STD program, bonus compensation shall be determined in accordance with the STIP ( i.e., based upon CBS’s achievement of its goals and CBS’s good faith estimate of your achievement of your personal goals) and prorated for such period; and

(B) for any subsequent portion of that calendar year and any portion of the following calendar year in which you receive compensation under the STD program, bonus compensation shall be in an amount equal to your Target Bonus and prorated for such period(s).

Bonus compensation under this paragraph 7(e)(ii) shall be paid, less applicable deductions and withholding taxes, between January 1 ^st and March 15 ^th of the calendar year following the calendar year to which such bonus compensation relates. You will not receive bonus compensation for any portion of the calendar year(s) during the Term while you receive benefits under the LTD program. For the periods that you receive compensation and benefits under the STD and LTD programs, such compensation and benefits and the bonus compensation provided under this paragraph 7(e)(ii) are in lieu of Salary and Bonus under paragraphs

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3(a) and (b).

(iii) Upon your Disability Termination Date, you shall be entitled to receive the following:

(A) all your outstanding unvested stock options will vest, and all such stock options and all of your outstanding stock options that have previously vested will remain exercisable for the period provided for under the terms of the applicable award agreement; and

(B) all your unvested and outstanding restricted stock and/or RSUs and any other type of equity awards (or unvested portions thereof) will vest and, subject to any prior deferral election, be settled within ten (10) business days after the Disability Termination Date; provided , that to the extent any such unvested and outstanding equity awards (or portions thereof) remain subject to performance-based vesting conditions on the Disability Termination Date, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, to be settled within ten (10) business days thereafter.

(f) Renewal Notice / Non-Renewal.

(i) CBS shall notify you twelve (12) months prior to the expiration of the Term in writing if it intends to continue your employment beyond the expiration of the Term. If you are notified that CBS does intend to continue your employment, then you and CBS agree that you and CBS shall negotiate in good faith following such notification and, during the first 180 days following such notification, the negotiations for the COO position shall be conducted by both you and CBS on an exclusive basis. Nothing contained herein shall obligate either party to agree to any terms for any renewal, and the decision to enter into a renewal or amended employment agreement shall be at the sole discretion of each of you and CBS. In the absence of your willful and material bad faith (which, for avoidance of doubt, shall not be alleged to have occurred as a result of either party’s proposal of terms (economic or otherwise) which are unacceptable to the other party) which remains uncured for thirty (30) days after written notice by CBS to you, your right to receive the payments or benefits set forth in paragraph 7(f)(iii) below shall not be adversely affected if you and CBS do not agree to continue your employment.

(ii) If you accept any offer of continued employment with CBS (or any of its subsidiaries), whether on an “at will” basis or pursuant to an

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employment agreement, you shall not be entitled to any severance payment or benefits under any provision of this Agreement or any other severance or income continuation plan, program or agreement.

(iii) If, on the Expiration Date, you and CBS have not agreed to continue your employment relationship with CBS (or any of CBS’s subsidiaries), your employment shall automatically terminate on the day next following the Expiration Date, and, you shall thereafter receive, less applicable withholding taxes, ( x ) the Accrued Obligations, payable within thirty (30) days following your termination date, and ( y ), subject to your compliance with paragraph 7(i) hereunder, the payments and benefits in paragraph 7(j), if applicable, or, if paragraph 7(j) is not applicable, the following payments and benefits:

(A) an amount equal to the sum of (i) your Salary (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Term) and (ii) the greater of ( x ) your Target Bonus in effect at the time of termination (or, if your Target Bonus has been reduced in violation of this Agreement, your highest Target Bonus during the Term) and ( y ) the average of your actual annual Bonus awards for the two calendar years immediately preceding the calendar year in which your employment is terminated, 50% of which will be paid in a lump sum within thirty (30) days following your termination date and the remaining 50% of which will be paid in Regular Payroll Amounts over a period of twenty-four (24) months as follows:

(I) beginning on the Regular Payroll Date following your termination date, you will receive your Regular Payroll Amount on the Regular Payroll Dates that occur on or before March 15 ^th of the calendar year following the calendar year in which your employment terminates;

(II) beginning with the first Regular Payroll Date after March 15 ^th of the calendar year following the calendar year in which your employment terminates, you will receive your Regular Payroll Amount, if any remains due, until you have received an amount equal to the maximum amount permitted to be paid pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) ( i.e., the lesser of ( x ) two times your “annualized compensation” within the meaning of Code Section 409A or ( y ) two times the limit under Code Section 401(a)(17) for the calendar year in which your termination occurs, which is $540,000 for 2017); provided , however , that in no event shall payment be made to you pursuant to this paragraph 7(f)(iii)(A)(II)

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later than December 31st of the second calendar year following your termination of employment; and

provided , however , that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your Regular Payroll Amount that would be paid to you during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be paid to on the Permissible Payment Date rather than as described in paragraph 7(f)(iii)(A)(I), (II) or (III), as applicable, and any remaining Salary, if any, shall be paid to you or your estate, as applicable, by payment of your Regular Payroll Amount on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Payment Date. Each payment pursuant to this paragraph 7(f)(iii) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A;

(B) medical and dental insurance coverage for you and your eligible dependents at no cost to you (except as hereafter described) pursuant to the CBS benefit plans in which you participated at the time of your termination of employment (or, if different, other benefit plans generally available to senior level executives) for a period of twelve (12) months following the termination date, or if earlier, the date on which you become eligible for medical or dental coverage as the case may be from a third party, which period of coverage shall be considered to run concurrently with the COBRA continuation period; provided , however , that during the period that CBS provides you with this coverage, the cost of such coverage will be treated as taxable income to you and CBS may withhold taxes from your compensation for this purpose; provided , further , that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law; provided , further , that to the extent CBS is unable to continue such benefits because of underwriting on the

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plan term or if such continuation would violate Code Section 105(h), CBS shall provide you with economically equivalent benefits determined on an after-tax basis (to the extent such benefit was non-taxable);

(C) life insurance coverage for twelve (12) months under CBS’s policy in effect on the date of termination in the amount then furnished to CBS employees at no cost (the amount of which coverage will be reduced by the amount of life insurance coverage furnished to you at no cost by a third party employer); provided , however , that to the extent CBS is unable to continue such benefits because of underwriting on the plan term, CBS shall provide you with economically equivalent benefits determined on an after-tax basis (to the extent such benefit was non-taxable);

(D) a Pro-Rata Bonus, payable, less any applicable deductions and withholding taxes, between January 1 ^st and March 15 ^th of the following calendar year; and

(E) the following with respect to awards granted to you under the LTIP (or any predecessor plan to the LTIP):

(I) All outstanding stock option awards (or portions thereof) that have not fully vested and become exercisable on or before the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) below), and will continue to be exercisable until the greater of twenty-four (24) months following the termination date or the period provided in accordance with the terms of the grant, but in no event later than their expiration date.

(II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until the greater of twenty-four (24) months following the termination date or the period provided in accordance with the terms of the grant, but in no event later than their expiration date.

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limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such RSU or other equity award shall vest if and to the extent the Committee certifies that the performance goal relating to such RSU or other equity award has been met, or, if later, the Release Effective Date, and shall be settled within ten (10) business days thereafter; provided , further , that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such RSU or other equity award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided , further , that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be settled on the Permissible Payment Date.

(iv) Nothing in this paragraph 7(f) shall ( x ) create a right to continued employment with CBS or be interpreted as forming an employment contract with CBS, or interfere with the ability of CBS to terminate your employment or ( y ) obligate you to continue your employment with CBS.

(v) You shall not be required to mitigate the amount of any payment provided for in paragraph 7(f) by seeking other employment. The payments provided for in paragraph 7(f) are in lieu of any other severance or income continuation or protection (other than any indemnification protection) under any CBS plan, program or agreement that may now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to be in addition to the type of payments and benefits described in paragraph 7(f) of this Agreement).

(g) Resignation from Official Positions . If your employment with CBS terminates for any reason, you shall automatically be deemed to have resigned at that time from any and all officer or director positions that you may have held with CBS,

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or any of CBS’s affiliated companies and all board seats or other positions in other entities you held on behalf of CBS, including any fiduciary positions (including as a trustee) you hold with respect to any employee benefit plans or trusts established by CBS. You agree that this Agreement shall serve as written notice of resignation in this circumstance. If, however, for any reason this paragraph 7(g) is deemed insufficient to effectuate such resignation, you agree to execute, upon the request of CBS or any of its affiliated companies, any documents or instruments which CBS may deem necessary or desirable to effectuate such resignation or resignations, and you hereby authorize the Secretary and any Assistant Secretary of CBS or any of CBS’s affiliated companies to execute any such documents or instruments as your attorney-in-fact.

(h) Termination of Benefits . Notwithstanding anything in this Agreement to the contrary (except as otherwise provided in paragraph 7(b)(ii)(B), 7(c)(ii)(B), 7(f)(iii)(B) or 7(j)(ii)(C), as applicable, with respect to medical and dental benefits), participation in all CBS benefit plans and programs (including, without limitation, vacation accrual, all retirement and related excess plans and LTD) will terminate upon the termination of your employment except to the extent otherwise expressly provided in such plans or programs or in this Agreement, and subject to any vested rights you may have under the terms of such plans or programs. The foregoing shall not apply to the LTIP and, after the termination of your employment, your rights under the LTIP shall be governed by the terms of the LTIP award agreements, certificates, the applicable LTIP plan(s) and this Agreement.

(i) Release; Compliance with Paragraph 6 .

(i) Notwithstanding any provision in this Agreement to the contrary, prior to payment by CBS of any amount or provision of any benefit pursuant to paragraph 7(b)(ii), 7(c)(ii), 7(f)(iii), 7(j)(ii) or 7(j)(iv), as applicable, within sixty (60) days following your termination of employment, ( x ) you shall have executed and delivered to CBS a general release in the form attached hereto as Exhibit A and ( y ) such general release shall have become effective and irrevocable in its entirety (such date, the “ Release Effective Date ”); provided , however , that if, at the time any cash severance payments are scheduled to be paid to you pursuant to paragraph 7(b)(ii), 7(c)(ii), 7(f)(iii), 7(j)(ii) or 7(j)(iv), as applicable, you have not executed the attached general release that has become effective and irrevocable in its entirety, then any such cash severance payments shall be held and accumulated without interest, and shall be paid to you on the first Regular Payroll Date following the Release Effective Date and the vesting of any stock options, RSUs and other equity awards shall be delayed until the Release Effective Date. Your failure or refusal to sign and deliver the attached release or your revocation of an executed and delivered release in accordance with applicable laws, whether intentionally or unintentionally, will result in the forfeiture of the payments and benefits under paragraph 7(b)(ii), 7(c)(ii), 7(f)(iii), 7(j)(ii) or 7(j)(iv), as applicable. Notwithstanding the foregoing, if the sixty (60)

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day period does not begin and end in the same calendar year, then the Release Effective Date shall occur no earlier than January 1 ^st of the calendar year following the calendar year in which your termination occurs.

(ii) Notwithstanding any provision in this Agreement to the contrary, the payments and benefits described in paragraphs 7(b)(ii), 7(c)(ii), 7(f)(iii), 7(j)(ii) and 7(j)(iv), as applicable, shall immediately cease in the event that you materially breach any provision of paragraph 6 hereof; provided , however , that CBS gives you written notice setting forth the nature of any alleged breach in reasonable detail and, if CBS reasonably determines that such breach is capable of being cured, the conduct required to cure and an opportunity of at least ten (10) business days from the giving of such notice within which to cure.

(j) Payments in Connection with Certain Corporate Events .

(i) Definition . For purposes of this Agreement, a “ Corporate Event ” shall be deemed to occur upon the occurrence of any of the following events:

(A) consummation of a merger, consolidation or reorganization of CBS or any of its subsidiaries unless, immediately following such transaction, (I) all or substantially all the beneficial owners of CBS stock having general voting power immediately prior to such transaction directly or indirectly own more than fifty percent (50%) of the general voting power of the entity resulting from such transaction (the “ Combined Company ”) in substantially the same proportions as their beneficial ownership of such CBS stock immediately prior to the transaction (excluding any general voting power of the Combined Company that such beneficial owners directly or indirectly received as a result of their beneficial ownership of the other entity involved in the transaction), (II) no person or group directly or indirectly beneficially owns stock representing more than twenty percent (20%) of the general voting power of the Combined Company and (III) a majority of the independent directors of the Combined Company and a majority of the directors of the Combined Company, in each case, consist of individuals who were Original Independent Directors (as such term is defined in clause (D) below) immediately prior to such transaction; or

(B) consummation of the sale or disposition of all or substantially all of the assets of CBS; or

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Exchange Act of 1934, as amended (the “ Exchange Act ”) and the rules and regulations promulgated thereunder), directly or indirectly acquires or then beneficially owns (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) stock representing more than twenty percent (20%) of the general voting power of CBS at a time when the person who, on January 1, 2011, was the ultimate beneficial owner (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) (the “ Ultimate Voting Beneficial Owner ”) of a majority of the general voting power of CBS no longer is the Ultimate Voting Beneficial Owner of a majority thereof; or

(D) a majority of the independent directors of the CBS Board of Directors (the “ Board ”) ceases to consist of Original Independent Directors. “ Original Independent Directors ” shall mean those individuals who, as of January 1, 2011, constituted the independent directors of the Board and those successor independent directors who are elected or appointed to the Board, either by a vote of the Board or by action of the shareholders of CBS pursuant to a recommendation by the Board, as a result of the death, voluntary retirement or resignation of an Original Independent Director (or any successor thereto pursuant to this proviso), including a voluntary determination by such Original Independent Director (or such successor) not to stand for re-election.

(ii) Termination Payments . In the event that ( x ) CBS terminates your employment without Cause (as defined in paragraph 7(a)(i)), whether during or after the Term; ( y ) you resign your employment with Good Reason (as defined in paragraph 7(c)(i)), whether during or after the Term; or ( z ) your employment ceases under circumstances described in paragraph 7(f)(iii), in each case during the twenty-four (24) month period following the date of a Corporate Event, you shall thereafter receive, less applicable withholding taxes, the Accrued Obligations, payable within thirty (30) days following your termination date, and subject to your compliance with paragraph 7(i) hereunder, the following payments and benefits:

(A) Pro-Rata Bonus : the Pro-Rata Bonus, payable, less applicable deductions and withholding taxes, between January 1 ^st and March 15 ^th of the following calendar year;

(B) Enhanced Severance Amount : an amount equal to three (3) times the sum of (i) your Salary in effect at the time of your termination (or, if your Salary has been reduced in violation

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of this Agreement, your highest Salary during the Term) and (ii) the average of your actual annual Bonus awards for the three years immediately preceding the year in which your employment is terminated (the “ Enhanced Severance Amount ”). To the extent the Enhanced Severance Amount exceeds the Severance Amount described in paragraph 7(b)(ii)(A), 7(c)(ii)(A) or 7(f)(iii)(A), as applicable, such excess portion shall be paid in a lump sum within thirty (30) days following your termination date. The remaining portion of the Enhanced Severance Amount that is equal to the amount determined pursuant to paragraph 7(b)(ii)(A), 7(c)(ii)(A) or 7(f)(iii)(A), as applicable, shall be paid in accordance with the schedule described in paragraph 7(b)(ii)(A), 7(c)(ii)(A) or 7(f)(iii)(A), as applicable; provided that to the extent such remaining portion of the Enhanced Severance Amount does not constitute “deferred compensation” within the meaning of Code Section 409A, such portion shall also be paid in a lump sum within thirty (30) days following your termination date and any remainder will be paid in accordance with the schedule described in paragraph 7(b)(ii)(A), 7(c)(ii)(A) or 7(f)(iii)(A), as applicable; provided , further , that if you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of the Enhanced Severance Amount that would be paid to you during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be paid to you in a lump sum on the Permissible Payment Date rather than as described above, and any remaining Enhanced Severance Amount shall be paid to you or your estate, as applicable, in accordance with the installment payment schedule set forth above on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Payment Date. Each payment pursuant to this paragraph 7(j)(ii)(B) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A;

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case may be from a third party, which period of coverage shall be considered to run concurrently with the COBRA continuation period; provided , however , that during the period that CBS provides you with this coverage, the cost of such coverage will be treated as taxable income to you and CBS may withhold taxes from your compensation for this purpose; provided , further , that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law; provided , further , that to the extent CBS is unable to continue such benefits because of underwriting on the plan term or if such continuation would violate Code Section 105(h), CBS shall provide you with economically equivalent benefits determined on an after-tax basis (to the extent such benefit was non-taxable);

(D) Life Insurance : life insurance coverage for thirty-six (36) months under CBS’s policy in effect on the date of termination in the amount then furnished to CBS employees at no cost (the amount of which coverage will be reduced by the amount of life insurance coverage furnished to you at no cost by a third party employer); provided , however , that to the extent CBS is unable to continue such benefits because of underwriting on the plan term, CBS shall provide you with economically equivalent benefits determined on an after-tax basis (to the extent such benefit was non-taxable); and

(E) Additional Cash Payment : a cash payment equal to One Million Dollars ($1,000,000); provided, however, this paragraph 7(j)(ii)(E) will become null and void upon you receiving the title of President and Chief Operating Officer; and

(F) Equity : the following with respect to awards granted to you under the LTIP (or any predecessor plan to the LTIP):

(I) All outstanding stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be exercisable until their expiration date;

(II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain

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exercisable until their expiration date; and

(III) With respect to all outstanding RSU and other equity awards (or portions thereof) that have not vested on the date your employment is terminated, such awards (or portions thereof) shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided , however , that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such RSU or other equity award shall vest if and to the extent the Committee certifies that the performance goal relating to such RSU or other equity award has been met, or, if later, the Release Effective Date, and shall be settled within ten (10) business days thereafter; provided , further , that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such RSU or other equity award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided , further , that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall instead be settled on the Permissible Payment Date; and

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provision of outplacement services directly to the outplacement firm by the end of the calendar year following the calendar year in which the outplacement services are provided.

(iii) No Mitigation . You shall not be required to mitigate the amount of any payment provided for in paragraph 7(j)(ii) by seeking other employment. The payments provided for in paragraphs 7(j)(ii) and 7(j)(iv) are in lieu of any other severance or income continuation or protection (other than any indemnification protection) in this Agreement or in any CBS plan, program or agreement that may now or hereafter exist, unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to be in addition to the type of payments and benefits described in paragraphs 7(j)(ii) and 7(j)(iv) of this Agreement.

(iv) Tax Neutralization Payment . Notwithstanding any provision of this Agreement to the contrary, you shall not be entitled to receive any payment or benefit under this paragraph 7(j)(iv) if, at the time of your termination of employment, there shall have occurred a Corporate Event described in paragraph 7(j)(i)(C) without a Corporate Event described in paragraph 7(j)(i)(D) also having occurred.

(A) If it is determined by CBS, or by the Internal Revenue Service (the “ IRS ”) pursuant to an IRS audit (an “ Audit ”) of your federal income tax return(s), that any payment or benefit provided to you under this Agreement or otherwise would be subject to the excise tax imposed under Code Section 4999, or any interest or penalties with respect to such excise tax (such excise tax, together with any interest or penalties thereon, is herein referred to as the “ Excise Tax ”), CBS shall compute the amount that would be payable to you if the total amounts that are payable to you by CBS and are considered payments described in Code Section 280G(b)(2) (“ Tax Payments ”) were limited to the maximum amount that may be paid to you under Code Sections 280G and 4999 without imposition of the Excise Tax (this amount is referred to as the “ Capped Amount ”). CBS will also compute the amount that would be payable under the Agreement without regard to Code Sections 280G and 4999 limit (this amount is referred to as the “ Uncapped Amount ”). Notwithstanding anything in this Agreement to the contrary, if the Uncapped Amount is less than 120% of the Capped Amount, then the total benefits and other amounts that are considered Tax Payments and are payable to you under this Agreement will be reduced to the Capped Amount. If the Capped Amount is to be paid, payments shall be reduced in the following order: (I) acceleration of vesting

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on any stock options for which the exercise price exceeds the then fair market value, (II) acceleration of vesting of RSUs and any other equity not covered by clause (I) above, (III) any benefits valued as Tax Payments, (IV) any cash amounts payable to you other than the Enhanced Severance Amount and (V) the Enhanced Severance Amount (with the reduction first applied against the payment scheduled to be made the furthest from your termination date, then the next earliest, and so forth).

(B) If the Uncapped Amount equals or exceeds 120% of the Capped Amount, then any payments, distributions or benefits you would receive from CBS or otherwise, but determined without regard to any additional payment required under this paragraph 7(j)(iv), pursuant to the terms of this Agreement (“ Payments ”), would (I) constitute Tax Payments and (II) be subject to the Excise Tax, then CBS shall pay (either directly to the IRS as tax withholdings or to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment (a “ Tax Neutralization Payment ”) in an amount that will place you in the same after-tax economic position that you would have enjoyed if the Payments had not been subject to the Excise Tax. Any Tax Neutralization Payment, as determined pursuant to this paragraph 7(j)(iv)(B), shall be paid by CBS to you within fifteen (15) days following the later of ( x ) the due date for the payment of any Excise Tax and ( y ) the receipt of the Auditors’ determination. Any determination by the Auditors shall be binding upon CBS and you.

(C) CBS will consult with its outside tax counsel at its expense, to the extent it reasonably deems appropriate, in making determinations pursuant to the proceeding paragraphs. The amount of the Tax Neutralization Payment shall be calculated by CBS’s regular independent auditors (the “ Auditors ”) based on the amount of the Excise Tax paid or payable by CBS as determined by CBS or by the IRS. If the amount of the Excise Tax determined by the IRS is greater than the amount previously determined by CBS, the Auditors shall recalculate the amount of the Tax Neutralization Payment and shall provide you with detailed support for their calculations. CBS shall be responsible for the fees and expenses incurred by the Auditors in making these calculations.

(D) As a result of the uncertainty in the application of

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Code Section 4999 (or any successor to such Code Section) at the time of any determination hereunder, it is possible that ( x ) the Tax Neutralization Payment is less than the amount which should have been paid or reimbursed (an “ Underpayment ”), or ( y ) the Tax Neutralization Payment is greater than the amount which should have been paid or reimbursed (an “ Overpayment ”), consistent with the calculations required to be made hereunder. In the event of an Underpayment, such Underpayment shall be promptly paid by CBS to you or directly to the IRS on your behalf. In the event of an Overpayment, such Overpayment shall be promptly repaid by you to CBS and CBS shall provide you a corrected Form W-2 if you had previously received a Form W-2 reflecting such Overpayment.

(E) You shall promptly notify CBS of any IRS claim during an Audit that an Excise Tax is due with respect to any Payments. Such notification shall be given as soon as practicable, but no later than ten (10) business days after you are informed in writing of such claim, and shall apprise CBS of the nature of such claim and the date on which such claim is requested to be paid. However, you shall be under no obligation to defend against such claim by the IRS unless CBS requests, in writing, that you undertake the defense of such IRS claim on behalf of CBS and at CBS’s sole expense. In such event, CBS may elect to control the conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise Tax, and you shall not settle, compromise or concede such asserted Excise Tax and shall cooperate with CBS in each phase of any contest.

(F) Notwithstanding anything in this paragraph 7(j)(iv), any Tax Neutralization Payment shall be paid no later than the last day of the calendar year following the calendar year in which you remitted the Excise Tax or, if the IRS’s assessment of the Excise Tax is disputed, the end of the calendar year following the calendar year in which there is a final and non-appealable settlement or other resolution of the dispute.

(v) Death . If you die prior to payment of any amount or benefit described in paragraph 7(j)(ii)(A), (B), (C), (E) or (F) that would have been paid to you had you continued to live, all such amounts and benefits shall be paid, less applicable deductions and withholding taxes, to your beneficiary (or, if no beneficiary has been designated, your estate) in accordance with the

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applicable payment schedule.

(vi) Survival of Provisions . If a Corporate Event occurs during the Term, the provisions of this paragraph 7(j) (and any other provision in this Agreement which relates to or is necessary for the enforcement of the parties’ rights under this paragraph 7(j)) shall survive the expiration of the Term of this Agreement. For avoidance of doubt, the provisions of paragraphs 6(a) and 6(c) shall apply so long as any payments are due to you pursuant to this paragraph 7(j) (subject to paragraph 6(j)), even if your termination date occurs following expiration of the Term of this Agreement.

8. No Acceptance of Payments . You represent that you have not accepted or given nor will you accept or give, directly or indirectly, any money, services or other valuable consideration from or to anyone other than CBS for the inclusion of any matter as part of any film, television program or other production produced, distributed and/or developed by CBS, or any of CBS’s affiliated companies.

9. Equal Opportunity Employer; Employee Statement of Business Conduct . You recognize that CBS is an equal opportunity employer. You agree that you will comply with CBS policies regarding employment practices and with applicable federal, state and local laws prohibiting discrimination on the basis of race, color, sex, religion, national origin, citizenship, age, marital status, sexual orientation, disability or veteran status. In addition, you agree that you will comply with the CBS Business Conduct Statement.

10. Notices . All notices under this Agreement must be given in writing, by personal delivery or by registered mail, at the parties’ respective addresses shown on this Agreement (or any other address designated in writing by either party), with a copy, in the case of CBS, to the attention of the Senior Executive Vice President, Chief Legal Officer, CBS Corporation. Copies of all notices to you shall be given to Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, NY 10004, Attention: Kenneth A. Lefkowitz. Any notice given by registered mail shall be deemed to have been given three days following such mailing.

11. Assignment . This is an Agreement for the performance of personal services by you and may not be assigned by you or CBS except that CBS may assign this Agreement to any majority-owned subsidiary of or any successor in interest to CBS, provided that such assignee expressly assumes all of the obligations of CBS hereunder.

12. New York Law, Etc . You acknowledge that this Agreement has been executed, in whole or in part, in the State of New York and that your employment duties are primarily performed in New York. Accordingly, you agree that this Agreement and all matters or issues arising out of or relating to your CBS employment shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely therein without giving effect to any

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choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.

13. No Implied Contract . Nothing contained in this Agreement shall be construed to impose any obligation on CBS or you to renew this Agreement or any portion thereof; provided , however , that the failure to renew this Agreement as described in paragraph 7(f) shall entitle you to the payments and benefits set forth in paragraph 7(f)(iii). The parties intend to be bound only upon execution of a written agreement and no negotiation, exchange of draft or partial performance shall be deemed to imply an agreement. Neither the continuation of employment nor any other conduct shall be deemed to imply a continuing agreement upon the expiration of the Term.

14. Void Provisions . If any provision of this Agreement, as applied to either party or to any circumstances, shall be found by a court of competent jurisdiction to be unenforceable but would be enforceable if some part were deleted or the period or area of application were reduced, then such provision shall apply with the modification necessary to make it enforceable, and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

15. Entire Understanding; Supersedes Prior Agreements . This Agreement contains the entire understanding of the parties hereto as of the time on the Effective Date that the Agreement is signed by both parties relating to the subject matter contained in this Agreement, and can be changed only by a writing signed by both parties. This Agreement supersedes and cancels all prior agreements relating to your employment by CBS or any of CBS’s affiliated companies relating to the subject matter herein, including, without limitation, your prior employment agreement with CBS dated as of June 4, 2013 (the “ Prior Agreement ”); provided , however , that no provision in this Agreement shall be construed to adversely affect any of your rights accrued under the Prior Agreement.

16. Payment of Deferred Compensation – Code Section 409A .

(a) To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Code Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever (including, but not limited to as a result of this paragraph 16 or otherwise) shall CBS or any of its affiliates be liable for any tax, interest or penalties that may be imposed on you under Code Section 409A. Neither CBS nor any of its affiliates have any obligation to indemnify or otherwise hold you harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto. You acknowledge that you have been advised to obtain independent legal, tax or other counsel in connection with Code Section 409A.

(b) Your right to any in-kind benefit or reimbursement benefits pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of

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CBS covered by this Agreement shall not be subject to liquidation or exchange for cash or another benefit.

17. Arbitration . If any disagreement or dispute whatsoever shall arise between the parties concerning, arising out of or relating to this Agreement (including the documents referenced herein) or your employment with CBS, the parties hereto agree that such disagreement or dispute shall be submitted to binding arbitration before the American Arbitration Association (the “ AAA ”), and that a neutral arbitrator will be selected in a manner consistent with its Employment Arbitration Rules and Mediation Procedures (the “ Rules ”). Such arbitration shall be confidential and private and conducted in accordance with the Rules. Any such arbitration proceeding shall take place in New York City before a single arbitrator (rather than a panel of arbitrators). The parties agree that the arbitrator shall have no authority to award any punitive or exemplary damages and waive, to the full extent permitted by law, any right to recover such damages in such arbitration. Each party shall bear its respective costs (including attorney’s fees, and there shall be no award of attorney’s fees), provided that if you are the prevailing party (as determined by the arbitrator in his or her discretion), you shall be entitled to recover all of your costs (including attorney’s fees) reasonably incurred in connection with such dispute. Following the arbitrator’s issuance of a final non-appealable award setting forth that you are the prevailing party, CBS shall reimburse you for such costs within thirty (30) days following its receipt of reasonable written evidence substantiating such costs, provided that in no event will payment be made to you later than the last day of the calendar year next following the calendar year in which the award is issued. If there is a dispute regarding the reasonableness of the costs you incur, the same arbitrator shall determine, in his or her discretion, the costs that shall be reimbursed to you by CBS. Judgment upon the final award(s) rendered by such arbitrator, after giving effect to the AAA internal appeals process, may be entered in any court having jurisdiction thereof. Notwithstanding anything herein to the contrary, CBS shall be entitled to seek injunctive, provisional and equitable relief in a court proceeding as a result of your alleged violation of the terms of paragraph 6 of this Agreement, and you hereby consent and agree to exclusive personal jurisdiction in any state or federal court located in the City of New York, Borough of Manhattan.

18. Indemnification .

(a) If you are made a party, are threatened to be made a party to, or otherwise receive any other legal process in, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), by reason of the fact that you are or were a director, officer or employee of CBS or are or were serving at the request of CBS as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is your alleged action in an official capacity while serving as director, officer, member, employee or agent, CBS shall indemnify you and hold you harmless to the fullest extent permitted or

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authorized by CBS’s certificate of incorporation and bylaws or, if greater, by the laws of the State of Delaware, against all cost, expense, liability and loss (including without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any cost and fees incurred in enforcing your rights to indemnification or contribution) actually and reasonably incurred or suffered by you in connection therewith, and such indemnification shall continue even though you have ceased to be a director, member, employee or agent of CBS or other entity and shall inure to the benefit of your heirs, executors and administrators. CBS shall advance to you all reasonable costs and expenses that you incur in connection with a Proceeding within thirty (30) days after its receipt of a written request for such advance. Such request shall include an undertaking by you to repay the amount of such advance if it shall ultimately be determined that you are not entitled to be indemnified against such costs and expenses.

(b) Neither the failure of CBS (including its board of directors, independent legal counsel or stockholders) to have made a determination that indemnification of you is proper because you have met the applicable standard of conduct, nor a determination by CBS (including its board of directors, independent legal counsel or stockholders) that you have not met such applicable standard of conduct, shall create a presumption or inference that you have not met the applicable standard of conduct.

(c) To the extent that CBS maintains officers’ and directors’ liability insurance, you will be covered under such policy subject to the exclusions and limitations set forth therein.

(d) The provisions of this paragraph 18 shall survive the expiration or termination of your employment and/or this Agreement.

19. Legal Fees . CBS shall reimburse you for all legal fees and expenses and other fees and expenses which you may incur in an effort to establish entitlement to compensation or other benefits under this Agreement in accordance with paragraph 17. Any such reimbursement shall be made within 60 calendar days following the date on which CBS receives appropriate documentation with respect to such fees and expenses, but in no event shall payment be made later than December 31 of the calendar year following the calendar year in which you incur the related fees and expenses.

20. Counterparts . This Agreement may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

[signature page to follow]

If the foregoing correctly sets forth our understanding, please sign, date and return all four (4) copies of this Agreement to the undersigned for execution on behalf of CBS; after this Agreement has been executed by CBS and a fully-executed copy returned to you, it shall constitute a binding agreement between us.



		Very truly yours,

		CBS CORPORATION


		By:	/s/ Anthony G. Ambrosio
			Name:	Anthony G. Ambrosio
			Title:	Senior Executive Vice President,
				Chief Administrative Officer and
				Chief Human Resources Officer



ACCEPTED AND AGREED:


/s/ Joseph R. Ianniello
Joseph R. Ianniello

Dated:	7/20/17

SCHEDULE A

2017 Performance Award

Part A : Number of Shares Earned Based on Stock Price Performance



Final Stock Price (% of Initial Stock Price)	# of Shares Earned*
< 124.55%	0
124.55%	41,152
129.98%	49,076
135.59%	56,287
141.39%	62,841
147.37%	68,790
153.56%	74,177**
159.94%	82,139
166.53%	89,372
173.32%	95,949
180.33%	101,906
187.56%	107,291
> 187.56%	107,291

* Number of shares earned between percentages shown in above table will be determined through straight-line interpolation.

** The target 2017 Performance Award (the “ 2017 Target Performance Award ”) shall be 74,177 shares of Class B Common Stock.

Part B : Modifier to Number of Shares Earned



PRSU Performance Goal Percentage Achievement	Modifier***
Below Threshold ( i.e. , <80%)	0.9
Threshold ( i.e. , 80%)	0.9
Target ( i.e. , 100%)	1.0
Maximum ( i.e. , 120%)	1.1
Above Maximum ( i.e. , >120%)	1.1

*** Modifier between levels determined through straight-line interpolation.

Schedule A - 1


1.	Determination of the Number of Shares to be Granted :

(a) (i) On December 31, 2021, subject to your continued employment with CBS through such date (subject to paragraphs 1(b), 1(c), 1(d), 2 and 3 of this Schedule A ), the Compensation Committee will determine the number of shares of Class B Common Stock to be granted to you as the 2017 Performance Award based on the performance of the Class B Common Stock over the period beginning July 1, 2017 and ending December 31, 2021 (the “ Performance Period ”).

(ii) Within thirty (30) days following the end of the Performance Period, the Compensation Committee will certify the “Final Stock Price” (as defined below) that was achieved during the Performance Period, expressed as a percentage of the “Initial Stock Price” (as defined below). The number of shares of Class B Common Stock earned based on such percentage is referred to herein as the “ Initial Performance Shares .” If the Final Stock Price for the Performance Period falls at an intermediate point between percentages shown in the table in Part A above, the number of Initial Performance Shares shall be interpolated on a straight-line basis between the respective numbers of shares earned at such percentages. Fractional shares will be rounded to the next higher whole share.

(iii) Once the Compensation Committee has determined the number of Initial Performance Shares, such number shall be divided into halves with one-half allocated to each of the 2019 and 2020 calendar years (each, a “ Performance Year ”). With respect to each such Performance Year, the number of Initial Performance Shares allocated to such year shall be adjusted based on CBS’s degree of achievement against the PRSU Performance Goal established for the Performance Year as reflected in the table in Part B above. For avoidance of doubt, the portion of the Initial Performance Shares allocated to any Performance Year shall be increased or decreased by no more than 10%. Following adjustment for CBS’s performance for each Performance Year, the aggregate performance-adjusted number of Initial Performance Shares (the “ Final Performance Shares ”) shall be granted to you as soon as practicable, but in no event later than sixty (60) days following December 31, 2021, subject to paragraphs 1(b), 1(c), 1(d), 1(e), 2 and 3 of this Schedule A .

(b) In the event your employment is terminated in accordance with paragraph 7(b) or 7(c) prior to December 31, 2021, you shall remain eligible to receive shares of Class B Common Stock as the 2017 Performance Award following the conclusion of the Performance Period, determined in accordance with paragraph 1(a) of this Schedule A . Shares of Class B Common Stock to be granted pursuant to this paragraph 1(b) shall be granted to you as soon as practicable following December 31, 2021, but in no event later than sixty (60) days following such date, subject to paragraph 7(i) of the Agreement and paragraphs 1(e), 2 and 3 of this Schedule A .

Schedule A - 2

(c) In the event your employment terminates prior to December 31, 2021 due to your death in accordance with paragraph 7(d) or your disability in accordance with paragraph 7(e), you shall remain eligible to receive shares of Class B Common Stock as the 2017 Performance Award following the conclusion of the Performance Period, determined in accordance with paragraph 1(a) of this Schedule A , and then prorated based on the number of calendar days of the Performance Period which have elapsed through the date of your death or termination due to disability. Shares of Class B Common Stock to be granted pursuant to this paragraph 1(c) shall be granted to you (or your estate or beneficiary, if applicable) as soon as practicable following December 31, 2021, but in no event later than sixty (60) days following such date, subject to paragraphs 1(e), 2 and 3 of this Schedule A .

(d) In the event your employment is terminated in accordance with paragraph 7(j) prior to December 31, 2021, then

(i) in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of the 2017 Performance Award, you shall remain eligible to receive shares of Class B Common Stock as the 2017 Performance Award following the conclusion of the Performance Period, determined in accordance with paragraph 1(a) of this Schedule A . Shares of Class B Common Stock to be granted pursuant to this paragraph 1(d)(i) shall be granted to you as soon as practicable following December 31, 2021, but in no event later than sixty (60) days following such date, subject to paragraph 7(i) of the Agreement and paragraphs 1(e), 2 and 3 of this Schedule A , or

(ii) in the event and limited to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of the 2017 Performance Award, you will receive a number of shares of Class B Common Stock as the 2017 Performance Award calculated at the target level set forth in Part A of this Schedule A (or such higher level as has then been achieved), which shall be granted to you within sixty (60) days following your termination date, subject to paragraph 7(i) of the Agreement and paragraphs 1(e), 2 and 3 of this Schedule A . If the determination occurs prior to the end of a Performance Year(s), the Part B modifier applicable for such Performance Year(s) shall be deemed to be 1.0.

(e) To the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of the 2017 Performance Award that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall instead be settled on the Permissible Payment Date.

Schedule A - 3


2.	Adjustments :

In the event of any dividend or other distribution (whether in the form of cash, shares, or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase, or exchange of shares or other securities of CBS, issuance of warrants or other rights to purchase shares or other securities of CBS, or other similar corporate transaction or event that constitutes an “equity restructuring transaction” as that term is defined in Accounting Standards Codification Topic 718 (or any successor thereto) or otherwise affects the shares of Class B Common Stock, then you and the Chair of the Compensation Committee on the Effective Date shall mutually determine in good faith the appropriate adjustment to be made to the tables in Part A and Part B and/or to the number and kind of securities or other consideration deliverable as the 2017 Performance Award in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Schedule A .


3.	Registration :

CBS shall grant the shares of Class B Common Stock under the LTIP if it is able to do so under the terms of the plan and applicable law. If (a) CBS is a publicly traded company at the time that the shares of Class B Common Stock are required to be granted to you as the 2017 Performance Award and (b) CBS is unable to grant such shares to you under the LTIP at such time ( e.g., following your termination of employment), then CBS shall grant to you the shares of Class B Common Stock at the applicable time set forth in paragraph 1 above and, in addition, shall file a registration statement with regard to such shares with the Securities and Exchange Commission (the “ SEC ”) on Form S-3 (or such other form as CBS deems appropriate) no more than thirty (30) calendar days following the date of grant and shall use reasonable best efforts to cause the registration statement to become effective as soon as practicable; provided , however , that if CBS is not eligible for or is otherwise restricted from filing such registration statement with the SEC, then CBS shall use reasonable best efforts to effect the registration of such shares of Class B Common Stock granted to you as the 2017 Performance Award as soon as practicable; provided , further , however , that if, in the good faith reasonable judgment of the Chief Legal Officer of CBS, the filing of such a registration statement would require the disclosure of material non-public information that CBS has a business purpose to keep confidential, then, upon notice to you, ( x ) if CBS qualifies as a “well-known seasoned issuer” (“ WKSI ”) under the Securities Act of 1933, as amended, at such time, the filing and effectiveness of the registration statement may be postponed for a period not to exceed ninety (90) days from the date of grant and ( y ) if CBS is not a WKSI at such time, the filing of the registration statement may be postponed for a period not to exceed ninety (90) days from the date of grant and CBS shall use reasonable best efforts to cause the registration statement to become effective as soon as practicable thereafter. Any such postponement described above shall not exceed such number of days that the Chief Legal Officer of CBS determines in good faith to be reasonably necessary.

Schedule A - 4


4.	Defined Terms :

“ Closing Price ” means the closing price of a share of Class B Common Stock, as published in the Wall Street Journal, for the applicable trading day.

“ Fair Market Value ” means, as of any date, the fair market value of a share of stock or other equity interest as determined by an independent appraiser selected in good faith by the Board (or the board of directors of a successor to CBS, if applicable).

“ Final Stock Price ” means the tenth (10 ^th ) highest Closing Price which occurs during the Performance Period.

“ Initial Stock Price ” means the greater of ( x ) the average Closing Price of the ten (10) trading days immediately preceding the date on which this Agreement is executed by both parties hereto and ( y ) the Closing Price on the date on which the Compensation Committee approves the terms of this Agreement (or if such day is not a trading day, the Closing Price on the preceding trading day).

Schedule A - 5

EXHIBIT A

Form of General Release

GENERAL RELEASE

WHEREAS, Joseph R. Ianniello (hereinafter referred to as the “ Executive ”) and CBS Corporation (hereinafter referred to as “ Employer ”) are parties to an Employment Agreement, dated as of July 1, 2017 (the “ Employment Agreement ”), which provided for Executive’s employment with Employer on the terms and conditions specified therein; and

WHEREAS, pursuant to paragraph 7(i) of the Employment Agreement, Executive has agreed to execute a General Release of the type and nature set forth herein as a condition to his entitlement to certain payments and benefits upon his termination of employment with Employer; and

NOW, THEREFORE, in consideration of the premises and mutual promises herein contained and for other good and valuable consideration received or to be received by Executive in accordance with the terms of the Employment Agreement, it is agreed as follows:

1. Excluding enforcement of the covenants, promises and/or rights reserved herein (including but not limited to those contained in paragraph 4, (a) Executive hereby irrevocably and unconditionally waives, releases, settles (gives up), acquits and forever discharges Employer and each of Employer’s owners, stockholders, predecessors, successors, assigns, directors, officers, employees, divisions, subsidiaries, affiliates (and directors, officers and employees of such companies, divisions, subsidiaries and affiliates) and all persons acting by, through, under or in concert with any of them (collectively, the “ Releasees ”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, any claims for salary, salary increases, alleged promotions, expanded job responsibilities, constructive discharge, misrepresentation, bonuses, equity awards of any kind, severance payments, unvested retirement benefits, vacation entitlements, benefits, moving expenses, business expenses, attorneys’ fees, any claims which he may have under any contract or policy (whether such contract or policy is written or oral, express or implied), rights arising out of alleged violations of any covenant of good faith and fair dealing (express or implied), any tort, any legal restrictions on Employer’s right to terminate employees, and any claims which he may have based upon any Federal, state or other governmental statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination In Employment Act of 1967, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as

Exhibit A - 1

amended (“ERISA”), the American with Disabilities Act, as amended (“ADA”), the Civil Rights Act of 1991, as amended, the Rehabilitation Act of 1973, as amended, the Older Workers Benefit Protection Act, as amended (“OWBPA”), the Worker Adjustment Retraining and Notification Act, as amended (“WARN”), the Fair Labor Standards Act, as amended (“FLSA”), the Occupational Safety and Health Act of 1970 (“OSHA”), the Family and Medical Leave Act of 1993, as amended (“FMLA”), the New York State Human Rights Law, as amended, the New York Labor Act, as amended, the New York Equal Pay Law, as amended, the New York Civil Rights Law, as amended, the New York Rights of Persons With Disabilities Law, as amended, and the New York Equal Rights Law, as amended, the Sarbanes-Oxley Act of 2002, as amended (“SOX”), and Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), that Executive now has, or has ever had, or ever shall have, against each or any of the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of Executive’s execution hereof that directly or indirectly arise out of, relate to, or are connected with, Executive’s services to, or employment by Employer (any of the foregoing being a “ Claim ” or, collectively, the “ Claims ”); provided , that the foregoing shall not preclude you from exercising any legally protected whistleblower rights (including under Rule 21F under the Exchange Act) or rights concerning the defense of trade secrets; and (b) Executive will not now, or in the future, accept any recovery (including monetary damages or any form of personal relief) in any forum, nor will he pursue or institute any Claim against any of the Releasees.

2. Employer hereby irrevocably and unconditionally waives, releases, settles (gives up), acquits and forever discharges the Executive and each of his respective heirs, executors, administrators, representatives, agents, successors and assigns (“ Executive Parties ”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, that Employer now has, or has ever had, or ever shall have, against Executive Parties, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring through the date of Employer execution of this release that directly or indirectly arise out of, relate to, or are connected with, the Executive’s services to, or employment by Employer; provided , however , that this General Release shall not apply to any of the continuing obligations of Executive under the Employment Agreement, or under any agreements, plans, contracts, documents or programs described or referenced in the Employment Agreement; and provided , further , that this General Release shall not apply to any rights Employer may have to obtain contribution or indemnity against Executive pursuant to contract or otherwise.

3. In addition, if applicable Executive expressly waives and relinquishes all rights and benefits afforded by California Civil Code Section 1542 and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 states as follows:

Exhibit A - 2

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Releasees, Executive expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims that Executive does not know or suspect to exist in Executive’s favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any such Claim or Claims.

4. Notwithstanding the foregoing, neither the Employer nor the Executive has not waived and/or relinquished any rights he may have to file any Claim that cannot be waived and/or relinquished pursuant to applicable laws, including, in the case of Executive, the right to file a charge or participate in any investigation with the Equal Employment Opportunity Commission or any other governmental or administrative agency that is responsible for enforcing a law on behalf of the government. Executive also acknowledges and understands that because Executive is waiving and releasing all claims for monetary damages and any other form of personal relief per paragraph 1, Executive may only seek and receive non-personal forms of relief through any such claim. Moreover, this General Release shall not apply to (a) any of the continuing obligations of Employer or any other Releasee under the Employment Agreement, or under any agreements, plans, contracts, documents or programs described or referenced in the Employment Agreement or any other written agreement entered into between Executive and Employer, (b) any rights Executive may have to obtain contribution or indemnity against Employer or any other Releasee pursuant to contract, Employer’s certificate of incorporation and by-laws or otherwise, (c) any rights Executive may have to enforce the terms of this General Release or the Employment Agreement, (d) any claims for accrued, vested benefits under any employee benefit or pension plan of Employer or its affiliates subject to the terms and conditions of such plan or pursuant to applicable law, and (e) any rights of Executive in connection with his interest as a stockholder or optionholder of Employer whether under agreements between Executive and Employer or any of its affiliates or otherwise.

5. Executive understands that he has been given a period of twenty-one (21) days to review and consider this General Release before signing it pursuant to the ADEA. Executive further understands that he may use as much of this 21–day period as Executive wishes prior to signing.

6. Executive acknowledges and represents that he understands that he may revoke the General Release set forth in paragraph 1, including, the waiver of his rights

Exhibit A - 3

under the Age Discrimination in Employment Act of 1967, as amended, effectuated in this General Release, within seven (7) days of signing this General Release. Revocation can be made by delivering a written notice of revocation to Senior Executive Vice President, Chief Legal Officer, CBS Corporation, 51 West 52 ^nd Street, New York, New York 10019. For this revocation to be effective, written notice must be received by the General Counsel no later than the close of business on the seventh day after Executive signs this General Release. If Executive revokes the General Release set forth in paragraphs 1 and 3, Employer shall have no obligations to Executive under paragraphs 7(b), 7(c), 7(f) or 7(j) of the Employment Agreement, except to the extent specifically provided for therein.

7. Executive and Employer respectively represent and acknowledge that in executing this General Release neither of them is relying upon, and has not relied upon, any representation or statement not set forth herein made by any of the agents, representatives or attorneys of the Releasees with regard to the subject matter, basis or effect of this General Release or otherwise.

8. This General Release shall not in any way be construed as an admission by any of the Releasees that any Releasee has acted wrongfully or that Executive has any rights whatsoever against any of the Releasees except as specifically set forth herein, and each of the Releasees specifically disclaims any liability to any party for any wrongful acts.

9. It is the desire and intent of the parties hereto that the provisions of this General Release be enforced to the fullest extent permissible under law. Should there be any conflict between any provision hereof and any present or future law, such law shall prevail, but the provisions affected thereby shall be curtailed and limited only to the extent necessary to bring them within the requirements of law, and the remaining provisions of this General Release shall remain in full force and effect and be fully valid and enforceable.

10. Executive represents and agrees (a) that Executive has, to the extent he desires, discussed all aspects of this General Release with his attorney, (b) that Executive has carefully read and fully understands all of the provisions of this General Release, and (c) that Executive is voluntarily executing this General Release.

11. This General Release shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws principles thereof or to those of any other jurisdiction which, in either case, could cause the application of the laws of any jurisdiction other than the State of New York. This General Release is binding on the successors and assigns of the parties hereto; fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof; and may not be changed except by explicit written agreement to that effect subscribed by the parties hereto.

Exhibit A - 4

PLEASE READ CAREFULLY. THIS GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

This General Release is executed by the Executive and Employer as of the _______ day of __________ , 20___.




	Joseph R. Ianniello



	CBS CORPORATION


	By:

	Title:

Exhibit A - 5

Exhibit 10(b)

EXECUTION COPY

51 West 52 ^nd Street

New York, NY 10019

Mr. Lawrence Tu

c/o CBS Corporation

51 West 52nd Street

New York, NY 10019



Dear Larry	as of June 1, 2017

1. Term . The term of your employment under this Agreement shall commence on June 1, 2017 (the “ Effective Date ”) and, unless earlier terminated under this Agreement, shall expire on May 31, 2019 (the “ Expiration Date ”). The period from the Effective Date through the Expiration Date is referred to herein as the “ Term ” notwithstanding any earlier termination of your employment for any reason.

2. Duties . You will serve as the Senior Executive Vice President and Chief Legal Officer, CBS Corporation and you agree to perform all duties reasonable and consistent with that office as the President and Chief Executive Officer of CBS (the “ CEO ”) may assign to you from time to time. In such position, you will be directly responsible for all legal affairs of CBS. Your principal place of employment will be CBS’s executive offices in the Los Angeles metropolitan area; provided , however , that you will be required to render services in the New York metropolitan area and elsewhere upon request for business reasons.

3. Base Compensation .

(a) Salary . For all the services rendered by you in any capacity under this Agreement, CBS agrees to pay you base salary (“ Salary ”) at the rate of One Million Three Hundred and Fifty Thousand Dollars ($1,350,000) per annum, less applicable deductions and withholding taxes, in accordance with CBS’s payroll practices as they may exist from time to time. During the Term of this Agreement, your Salary may be increased, and such increase, if any, shall be made at a time, and in an amount, that CBS shall determine in its discretion.

(b) Bonus Compensation . You also shall be eligible to receive annual bonus compensation (“ Bonus ”) during your employment with CBS under this Agreement, determined and payable as follows:

(i) Your Bonus for each calendar year during your employment with CBS under this Agreement will be determined in accordance with the guidelines of the CBS

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short-term incentive program (the “ STIP ”), as such guidelines may be amended from time to time without notice in the discretion of CBS.

(ii) Your target bonus (“ Target Bonus ”) for each calendar year during your employment with CBS under this Agreement shall be 200% of your Salary in effect on November 1st of such calendar year or the last day of your employment, if earlier. Your Bonus for calendar year 2017 will be determined based on your Target Bonus, without prorating to reflect the period of your service during calendar year 2017 under the Prior Agreement (as defined in paragraph 19 of this Agreement).

(iii) Your Bonus for any calendar year shall be payable, less applicable deductions and withholding taxes, between January 1st and March 15th of the following calendar year.

(iv) Except as otherwise set forth herein, you must be employed on the last day of a calendar year to receive a Bonus for such calendar year. However, if prior to the last day of a calendar year, your employment with CBS terminates, CBS may, in its discretion, choose to pay you a prorated Bonus, in which case such prorated Bonus will be determined in accordance with the guidelines of the STIP and payable in accordance with paragraph 3(b)(iii); provided , that you will receive a Bonus for the calendar year in which the employment Term ends, such Bonus to be determined based on actual performance and consistent with senior executive officers who remain employed with CBS, and then prorated based on the number of calendar days of such year elapsed through the date on which the Term ends (the “ Pro-Rata Bonus ”), payable, less any applicable deductions and withholding taxes, between January 1 ^st and March 15 ^th of the following calendar year.

(c) Long-Term Incentive Compensation . For each calendar year during your employment with CBS under this Agreement, beginning with calendar year 2018, you shall be eligible to receive annual grants of long-term incentive compensation under the CBS Corporation 2009 Long-Term Incentive Plan (or any successor plan thereto) (the “ LTIP ”), as may be amended from time to time without notice in the discretion of CBS. You shall have a target long-term incentive value equal to Three Million Nine Hundred and Fifty Thousand Dollars ($3,950,000). The precise amount, form (including equity and equity-based awards, which for purposes of this Agreement are collectively referred to as “equity awards”) and timing of any such long-term incentive award, if any, shall be determined in the discretion of the Compensation Committee of the CBS Board of Directors (the “ Committee ”).

4. Benefits . You shall participate in all CBS vacation, medical, dental, life insurance, long-term disability insurance, retirement, long-term incentive and other benefit plans and programs applicable generally to other senior executives of CBS and its subsidiaries as CBS may have or establish from time to time and in which you would be eligible to participate under the terms of the plans, as may be amended from time to time, which eligibility and terms shall be at least as favorable as provided to other similarly situated senior executives of CBS. This provision shall not be construed to either require CBS to establish any welfare, compensation or

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long-term incentive plans, or to prevent the modification or termination of any plan once established, and no action or inaction with respect to any plan shall affect this Agreement.

5. Business Expenses . During your employment under this Agreement, CBS shall reimburse you for such reasonable travel and other expenses incurred in the performance of your duties as are customarily reimbursed to CBS executives at comparable levels. Such travel and other expenses shall be reimbursed by CBS as soon as practicable in accordance with CBS’s established guidelines, as may be amended from time to time, but in no event later than December 31 ^st of the calendar year following the calendar year in which you incur the related expenses.

6. Non-Competition, Confidential Information, Etc .

(a) Non-Competition . You agree that your employment with CBS is on an exclusive basis and that while you are employed by CBS or any of its subsidiaries, you will not engage in any other business activity which is in conflict with your duties and obligations (including your commitment of time) under this Agreement. You further agree that, during the Non-Compete Period (as defined below), you shall not directly or indirectly engage in or participate in (or negotiate or sign any agreement to engage in or participate in), whether as an owner, partner , stockholder, officer, employee, director, agent of or consultant for, any business which at such time is competitive with any business of CBS, or any of its subsidiaries, without the written consent of CBS; provided , however , that this provision shall not prevent you from investing as less than a one (1%) percent stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. The Non-Compete Period shall cover the period during your employment with CBS and shall continue following the termination of your employment for any reason, other than the expiration of the Term, for the greater of: (i) twelve (12) months; or (ii) for so long as (A) any payments are due to you pursuant to paragraph 7(b), 7(c), 7(f) or 7(k) of this Agreement or (B) Outstanding Awards continue to vest during the Extended Vesting Period pursuant to paragraph 7(g), unless you request and CBS accepts a written request pursuant to paragraph 6(j) of this Agreement.

(b) Confidential Information . You agree that, during the Term and at any time thereafter, (i) you shall not use for any purpose other than the duly authorized business of CBS, or disclose to any third party, any information relating to CBS, or any of CBS’s affiliated companies which is non-public, confidential or proprietary to CBS or any of CBS’s affiliated companies (“ Confidential Information ”), including any trade secret or any written (including in any electronic form) or oral communication incorporating Confidential Information in any way (except as may be required by law or in the performance of your duties under this Agreement consistent with CBS’s policies); and (ii) you will comply with any and all confidentiality obligations of CBS to a third party, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information which ( x ) is or becomes generally available to the public other than as a result of a disclosure by you or at your direction or by any other person who directly or indirectly receives such information from you, or ( y ) is or becomes available to you on a non-confidential basis from a source that you reasonably believe is entitled

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to disclose it to you. For purposes of this paragraph 6(b), the term “third party” shall be defined to mean any person other than CBS and its subsidiaries or any of their respective directors and senior officers.

Notwithstanding the foregoing, your obligation to protect confidential and proprietary information shall not prohibit you from disclosing matters that are protected under any applicable whistleblower laws, including reporting possible violations of laws or regulations, or responding to inquiries from, or testifying before, any governmental agency or self-regulating authority, all without notice to or consent from CBS. Additionally, you hereby are notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (A) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (B) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (C) to your attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

(i) employ or solicit the employment of any person who is then or has been within twelve (12) months prior thereto, an employee of CBS or any of CBS’s affiliated companies; or

(ii) do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then-existing relationships (whether or not such relationships have been reduced to formal contracts) of CBS or any of CBS’s affiliated companies with any customer, employee, consultant or supplier.

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whether now known or hereafter defined or discovered, and CBS shall have the right to use the work in perpetuity throughout the universe in any manner CBS determines, in its discretion, without any further payment to you. You shall, as may be requested by CBS from time to time, do any and all things which CBS may deem useful or desirable to establish or document CBS’s rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if you are unavailable or unwilling to execute such documents, you hereby irrevocably designate the Executive Vice President, Corporate Secretary, CBS Corporation or his designee as your attorney-in-fact with the power to execute such documents on your behalf. To the extent you have any rights in the results and proceeds of your services under this Agreement that cannot be assigned as described above, you unconditionally and irrevocably waive the enforcement of such rights. This paragraph 6(d) is subject to, and does not limit, restrict, or constitute a waiver by CBS of any ownership rights to which CBS may be entitled by operation of law by virtue of being your employer.

(e) Litigation .

(i) You agree that during the Term and for twelve (12) months thereafter or, if later, during the pendency of any litigation or other proceeding, ( x ) you shall not communicate with anyone (other than your own attorneys and tax advisors), except to the extent necessary in the performance of your duties under this Agreement, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving CBS, or any of CBS’s affiliated companies, other than any litigation or other proceeding in which you are a party-in-opposition, without giving prior notice to CBS or its counsel; and ( y ) in the event that any other party attempts to obtain information or documents from you with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, you shall promptly notify CBS’s counsel before providing any information or documents.

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Reimbursement shall be made within 60 calendar days following the date on which CBS receives appropriate documentation with respect to such expenses, but in no event shall payment be made later than December 31 of the calendar year following the calendar year in which you incur the related expenses.

(iii) You agree that during the Term and at any time thereafter, to the fullest extent permitted by law, you will not testify voluntarily in any lawsuit or other proceeding which directly or indirectly involves CBS, or any of CBS’s affiliated companies, or which may create the impression that such testimony is endorsed or approved by CBS, or any of CBS’s affiliated companies, without advance notice (including the general nature of the testimony) to and, if such testimony is without subpoena or other compulsory legal process, the approval of the CEO while you are serving as the Senior Executive Vice President and Chief Legal Officer, CBS Corporation and thereafter the General Counsel of CBS.

(f) No Right to Give Interviews or Write Books, Articles, Etc . During the Term, except as authorized by CBS, you shall not (i) give any interviews or speeches, or (ii) prepare or assist any person or entity in the preparation of any books, articles, television or motion picture productions or other creations, in either case, concerning CBS, or any of CBS’s affiliated companies or any of their respective officers, directors, agents, employees, suppliers or customers.

(h) Non-Disparagement . You agree that, during the Term and for a period of one (1) year thereafter, you shall not, in any communications with the press or other media or any customer, client or supplier of CBS or any of CBS’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of CBS or any of CBS’s affiliated companies, or any of their respective directors or senior officers. However, the preceding requirement will not apply to (i) any statements that you make in addressing any statements made by CBS, its officers and/or its directors regarding you or your performance as an employee of the Company so long as your statements are, in your good faith judgment, truthful and in

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response to the statements by CBS and/or its officers and directors, and (ii) truthful testimony that you give in any legal, regulatory or similar proceeding. CBS, in its official statements and also on behalf of its officers and directors, agrees that, during the Term and for a period of one (1) year thereafter, CBS and its officers and directors shall not, in any communications with the press or other media or any customer, client or supplier of CBS or any of CBS’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of you.

(j) Survival; Modification of Terms . Your obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period provided therein notwithstanding the termination of your employment under this Agreement for any reason or the expiration of the Term; provided , however , that your obligations under paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (x) CBS terminates your employment without Cause or you resign with Good Reason; (y) you provide CBS a written notice indicating your desire to waive your right to receive, or to continue to receive, termination payments and benefits under paragraphs 7(b)(ii)(A) through (D), paragraphs 7(c)(ii)(A) through (D), paragraphs 7(f)(ii) through 7(f)(iii)(A) or paragraphs 7(k)(ii)(A), (B), (C), (D) through (F), or continued vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable; and (z) CBS notifies you that it has, in its discretion, accepted your request. You and CBS agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is your intention and the intention of CBS that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. You acknowledge that CBS conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “CBS” name. To that end, you further acknowledge that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of CBS and its affiliated companies.

7. Termination of Employment .

(a) Termination for Cause .

(i) CBS may, at its option, terminate your employment under this Agreement for Cause at any time during the Term. For purposes of this Agreement, “ Cause ” shall mean: (A) embezzlement, fraud or other conduct that is intended to result in your substantial personal enrichment and which constitutes a felony or a misdemeanor involving fraud

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or perjury; (B) willful unauthorized disclosure of Confidential Information that has had or is reasonably likely to have a material negative effect on CBS; (C) your failure to obey a material lawful and reasonable directive that is appropriate to your position from an executive(s) in your reporting line; (D) a material failure by you to comply with the material written policies of CBS, including the CBS Business Conduct Statement or successor conduct statement as they apply from time to time (but only to the extent such policies or requirements also apply to all other similarly situated CBS executives); (E) your material breach of this Agreement (including any representations herein); (F) during the Term, your terminating your employment without Good Reason other than due to your death or Disability; (G) your continued failure (except in the event of your Disability) or refusal to substantially perform your material obligations under this Agreement; (H) willful failure to materially cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or (I) conduct which is considered an offense involving moral turpitude under federal, state or local laws, and which reasonably could be expected to (1) bring you to public disrepute, scandal or ridicule or reflect unfavorably upon any of CBS’s businesses or those who conduct business with CBS and its affiliated entities, and (2) have a material negative effect on CBS.

Prior to terminating your employment for Cause, CBS will give you written notice of termination regarding any alleged act, failure or breach in reasonable detail and, except in the case of clause (A), (B) or (F) or any other conduct, failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, the conduct required to cure such act, failure or breach. Except for conduct described in clause (A), (B) or (F) or any other conduct, failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, you shall have ten (10) business days from the giving of such notice within which to cure any conduct, failure, breach or refusal under clause (C), (D), (E), (G), (H) or (I) of this paragraph 7(a)(i); provided , however , that if irreparable injury from a delay of ten (10) business days is reasonably likely to occur, CBS may give you notice of such shorter period within which to cure as is reasonable under the circumstances.

(b) Termination without Cause .

(i) CBS may terminate your employment under this Agreement without Cause at any time during the Term by providing written notice of termination to you.

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unpaid Bonus earned for the calendar year prior to the calendar year in which you are terminated, any business expense reimbursements incurred but not yet approved and/or paid and such other amounts as are required to be paid or provided by law (the “ Accrued Obligations ”), payable within thirty (30) days following your termination date, and ( y ) subject to your compliance with paragraph 7(j) hereunder, the following payments and benefits:

(A) Salary : a severance amount equal to eighteen (18) months of your then current base Salary described in paragraph 3(a), payable in accordance with CBS’s then effective payroll practices (your “ Regular Payroll Amount ”) as follows:

(I) beginning on the regular payroll date next following your termination date, and on subsequent regular payroll dates thereafter (“ Regular Payroll Dates ”), you will receive your Regular Payroll Amount on the Regular Payroll Dates that occur on or before March 15 ^th of the calendar year following the calendar year in which your employment terminates;

provided , however , that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your Regular Payroll Amount that would be paid to you during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be paid to you in a lump sum on the earlier of ( x ) the first business day of the seventh calendar month following the calendar month in which your termination of employment occurs or ( y ) your death (the applicable date, the “ Permissible Payment Date ”) rather than as described in paragraph 7(b)(ii)(A)(I), (II) or (III), as applicable, and any remaining Salary, if any, shall be paid to you or your estate, as applicable, by payment of your Regular Payroll Amount on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible

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Payment Date. Each payment pursuant to this paragraph 7(b)(ii)(A) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A.

(B) Bonus : an additional severance amount equal to 1.5 times your “ Severance Bonus ”. For purposes of this Agreement, “Severance Bonus” is defined as your Target Bonus in effect on the date of your termination of employment, ignoring any reduction in your Target Bonus prior to such date that constituted Good Reason. The additional severance amount described above shall be determined and paid as follows:

(I) an amount equal to your Severance Bonus, prorated for the number of calendar days remaining in the calendar year in which your employment terminates, and payable between January 1 ^st and March 15 ^th of the calendar year following the calendar year in which your employment terminates; provided , however , that to the extent ( x ) you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination, ( y ) your date of termination pursuant to paragraph 7(b)(i) occurs after June 30th of the calendar year, and ( z ) the prorated bonus described in this paragraph 7(b)(ii)(B)(I) is determined to constitute “deferred compensation” within the meaning of Code Section 409A, then such prorated bonus shall not be paid to you until the Permissible Payroll Date. Each payment pursuant to this paragraph 7(b)(ii)(B) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A;

(II) an amount equal to your Severance Bonus, and payable between January 1 ^st and March 15 ^th of the second calendar year following the calendar year in which your employment terminates; provided , however , that if the 18 ^th month anniversary of the date of your termination of employment (the “ 18 ^th Month Anniversary ”) occurs in the calendar year following the calendar year in which your employment terminates, then the Severance Bonus shall be prorated for the number of calendar days in the calendar year following the calendar year in which your employment terminates that occur on or before the 18 ^th Month Anniversary; and

(III) if the 18 ^th Month Anniversary occurs in the second calendar year following the calendar year in which your employment terminates, an amount equal to your Severance Bonus, prorated for the number of calendar days in the second calendar year following the calendar year in which your employment terminates that occur on or before the 18 ^th Month Anniversary, and payable between January 1 ^st and March 15 ^th of the third calendar year following the calendar year in which your employment terminates.

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coverage shall be considered to run concurrently with the COBRA continuation period; provided that during the period that CBS provides you with this coverage, the cost of such coverage will be treated as taxable income to you and CBS may withhold taxes from your compensation for this purpose; provided , further , that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law; provided , further that to the extent CBS is unable to continue such benefits because of underwriting on the plan term or if such continuation would violate Code Section 105(h), CBS shall provide you with economically equivalent benefits determined on an after-tax basis (to the extent such benefit was non-taxable).

(D) Life Insurance : life insurance coverage until the end of the Term under CBS’s policy in effect on the date of termination in the amount then furnished to CBS employees at no cost (the amount of which coverage will be reduced by the amount of life insurance coverage furnished to you at no cost by a third party employer); provided , however , that to the extent CBS is unable to continue such benefits because of underwriting on the plan term, CBS shall provide you with economically equivalent benefits determined on an after-tax basis (to the extent such benefit was non-taxable).

(E) Equity : the following with respect to awards granted to you under the LTIP (or any predecessor plan to the LTIP):

(I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination, but which would otherwise vest on or before the end of an eighteen (18) month period thereafter, shall accelerate and vest immediately on the Release Effective Date (as such term is defined in paragraph 7(i) below), and will continue to be exercisable until the greater of eighteen (18) months following your termination date or the period provided in accordance with the terms of the grant; provided , however , that in no event shall the exercise period extend beyond their expiration date.

(II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until the greater of eighteen (18) months following your termination date or the period provided in accordance with the terms of the grant; provided , however , that in no event shall the exercise period extend beyond their expiration date.

(III) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination, but which would otherwise vest after the eighteen-month period following your termination date and on or before the second anniversary of the termination date, shall continue to vest in accordance with their established vesting schedule until all such stock options are fully vested and exercisable, and such stock options shall continue to be exercisable until their expiration date, subject to your continued compliance with the obligations set forth in paragraphs 6(a) and 6(b) of this Agreement during such 6-month continued vesting period.

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(IV) All restricted share unit (“ RSU ”) awards and other equity awards (or portions thereof) that would otherwise vest on or before the end of an eighteen (18) month period following your termination date (the “ Accelerated Share Awards ”) shall immediately vest on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(IV); provided , however , that with respect to Accelerated Share Awards that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such Accelerated Share Award under Internal Revenue Code Section 162(m) (“ Code Section 162(m) ”), such Accelerated Share Award shall vest if and to the extent that, after the end of the applicable performance period, the Committee certifies that a level of the performance goal relating to such Accelerated Share Award has been met (and without the application of any negative discretion by the Committee that does not also apply to substantially all other senior executives of CBS), or, if later, the Release Effective Date, and shall be settled in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(IV).

(V) All RSU awards and other equity awards (or portions thereof) that would otherwise vest after the eighteen-month period following your termination date and on or before the second anniversary of the termination date (the “ Continued Share Awards ”) shall continue to vest in accordance with their established vesting schedule, subject to your continued compliance with the obligations set forth in paragraphs 6(a) and 6(b) of this Agreement during such 6-month continued vesting period.

Notwithstanding the foregoing, to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your Accelerated Share Awards and Continued Share Awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall instead be settled on the Permissible Payment Date.

(iii) You shall be required to mitigate the amount of any payment provided for in paragraph 7(b)(ii) in the event you secure other employment and the amount of such payments shall be reduced by any compensation earned by you from any source, including, without limitation, salary, sign-on or annual bonus compensation, consulting fees, and commission payments, provided that mitigation shall not be required, and no reduction for other compensation shall be made, for earnings for services provided during the first twelve (12) months after the termination of your employment, and provided further that mitigation shall apply only for employment in a position that is substantially similar (or superior) in all material aspects as compared to your position at CBS. You agree to advise CBS immediately and in writing of any employment for which you are receiving such payments and to provide documentation as requested by CBS with respect to such employment. The payments provided

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for in paragraph 7(b)(ii) are in lieu of any other severance or income continuation or protection under any CBS plan, program or agreement that may now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to be in addition to the type of payments and benefits described in paragraph 7(b)(ii) of this Agreement).

(i) You may resign your employment under this Agreement with Good Reason at any time during the Term by written notice of termination to CBS given no more than thirty (30) days after the occurrence of the event constituting Good Reason. Such notice shall state an effective resignation date that is not earlier than thirty (30) business days and not later than sixty (60) days after the date it is given to CBS, provided that CBS may set an earlier effective date for your resignation at any time after receipt of your notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “ Good Reason ” shall mean the occurrence of any of the following without your consent (other than in connection with the termination or suspension of your employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in (1) your position, titles, offices, reporting relationships, authorities, duties or responsibilities from those in effect immediately prior to such reduction, including any such reduction effected through any arrangement involving the sharing of your position, titles, offices, reporting relationships, authorities, duties or responsibilities, or any such reduction which would remove positions, titles, offices, reporting relationships, authorities, duties or responsibilities which are customarily given to an executive of a public company comparable to CBS or (2) your base Salary or target compensation in effect immediately prior to such reduction, including your annual Target Bonus or long term incentive targets (for the avoidance of doubt, a material reduction shall include and be deemed to have occurred with respect to clause (A)(1) above if either ( x ) you cease to be the most senior executive responsible for the legal affairs of CBS ( provided that if CBS has an ultimate parent company that is a public company, instead you are not the most senior executive responsible for legal affairs of the ultimate public parent company) or ( y ) neither CBS nor its ultimate parent company (if any) is a public company); (B) the assignment to you of duties or responsibilities that are materially inconsistent with your position, titles, offices or reporting relationships as they existed on the Effective Date or that materially impair your ability to function as Senior Executive Vice President and Chief Legal Officer of CBS; (C) the material breach by CBS of any of its obligations under this Agreement; or (D) the requirement that you relocate outside of the metropolitan area in which you currently are employed (as described in paragraph 2 of this Agreement) to any metropolitan area other than New York. CBS shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to CBS or such earlier effective date set by CBS following receipt of your notice.

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(ii) In the event that your employment terminates under paragraph 7(c)(i) during the Term, you shall thereafter receive, less applicable withholding taxes, ( x ) the Accrued Obligations, payable within thirty (30) days following your termination date, and ( y ), subject to your compliance with paragraph 7(j) hereunder, the following payments and benefits:

(A) Salary : a severance amount equal to eighteen (18) months of your Regular Payroll Amount, payable as follows:

(II) beginning with the first Regular Payroll Date after March 15 ^th of the calendar year following the calendar year in which your employment terminates, you will receive your Regular Payroll Amount, if any remains due, until you have received an amount equal to the maximum amount permitted to be paid pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) ( i.e., the lesser of ( x ) two times your “annualized compensation” within the meaning of Code Section 409A or ( y ) two times the limit under Code Section 401(a)(17) for the calendar year in which your termination occurs, which is $540,000 for 2017); provided , however , that in no event shall payment be made to you pursuant to this paragraph 7(c)(ii)(A)(II) later than December 31st of the second calendar year following your termination of employment; and

provided , however , that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your Regular Payroll Amount that would be paid to you during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be paid to on the Permissible Payment Date rather than as described in paragraph 7(c)(ii)(A)(I), (II) or (III), as applicable, and any remaining Salary, if any, shall be paid to you or your estate, as applicable, by payment of your Regular Payroll Amount on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Payment Date. Each payment pursuant to this paragraph 7(c)(ii)(A) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A.

(B) Bonus : an additional severance amount equal to 1.5 times your Severance Bonus, determined and paid as follows:

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(I) an amount equal to your Severance Bonus, prorated for the number of calendar days remaining in the calendar year in which your employment terminates, and payable between January 1 ^st and March 15 ^th of the calendar year following the calendar year in which your employment terminates; provided , however , that to the extent ( x ) you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination, ( y ) your date of termination pursuant to paragraph 7(c)(i) occurs after June 30th of the calendar year, and ( z ) the prorated bonus described in this paragraph 7(c)(ii)(B)(I) is determined to constitute “deferred compensation” within the meaning of Code Section 409A, then such prorated bonus shall not be paid to you until the Permissible Payment Date. Each payment pursuant to this paragraph 7(c)(ii)(B) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A;

(II) an amount equal to your Severance Bonus, and payable between January 1 ^st and March 15 ^th of the second calendar year following the calendar year in which your employment terminates; provided , however , that if the 18 ^th Month Anniversary occurs in the calendar year following the calendar year in which your employment terminates, then the Severance Bonus shall be prorated for the number of calendar days in the calendar year following the calendar year in which your employment terminates that occur on or before the 18 ^th Month Anniversary; and

(C) Health Benefits : medical and dental insurance coverage for you and your eligible dependents at no cost to you (except as hereafter described) pursuant to the CBS benefit plans in which you participated in at the time of your termination of employment (or, if different, other benefit plans generally available to senior level executives) for a period of eighteen (18) months following the termination date, or if earlier, the date on which you become eligible for medical or dental coverage as the case may be from a third party, which period of coverage shall be considered to run concurrently with the COBRA continuation period; provided that during the period that CBS provides you with this coverage, the cost of such coverage will be treated as taxable income to you and CBS may withhold taxes from your compensation for this purpose; provided , further , that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law; provided , further that to the extent CBS is unable to continue such benefits because of underwriting on the plan term or if such continuation would violate Code Section 105(h), CBS shall provide you with economically equivalent benefits determined on an after-tax basis (to the extent such benefit was non-taxable).

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(D) Life Insurance : life insurance coverage until the end of the Term under CBS’s policy in effect on the date of termination in the amount then furnished to CBS employees at no cost (the amount of which coverage will be reduced by the amount of life insurance coverage furnished to you at no cost by a third party employer); provided , however that to the extent CBS is unable to continue such benefits because of underwriting on the plan term, CBS shall provide you with economically equivalent benefits determined on an after-tax basis (to the extent such benefit was non-taxable).

(E) Equity : the following with respect to awards granted to you under the LTIP (or any predecessor plan to the LTIP):

(I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination, but which would otherwise vest on or before the end of an eighteen (18) month period thereafter, shall accelerate and vest immediately on the Release Effective Date, and will continue to be exercisable until the greater of eighteen (18) months following your termination date or the period provided in accordance with the terms of the grant; provided , however , that in no event shall the exercise period extend beyond their expiration date.

(IV) All Accelerated Share Awards shall immediately vest on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(IV); provided , however , that with respect to Accelerated Share Awards that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such Accelerated Share Award under Code Section 162(m), such Accelerated Share Award shall vest if and to the extent that, after the end of the applicable performance period, the Committee certifies that a level of the performance goal relating to such Accelerated Share Award has been met (and

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without the application of any negative discretion by the Committee that does not also apply to substantially all other senior executives of CBS), or, if later, the Release Effective Date, and shall be settled in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(IV).

(V) All Continued Share Awards shall continue to vest in accordance with their established vesting schedule, subject to your continued compliance with the obligations set forth in paragraphs 6(a) and 6(b) of this Agreement during such 6-month continued vesting period.

(iii) You shall be required to mitigate the amount of any payment provided for in paragraph 7(c)(ii) in the event you secure other employment and the amount of such payments shall be reduced by any compensation earned by you from any source, including, without limitation, salary, sign-on or annual bonus compensation, consulting fees, and commission payments, provided that mitigation shall not be required, and no reduction for other compensation shall be made, for earnings for services provided during the first twelve (12) months after the termination of your employment, and provided further that mitigation shall apply only for employment in a position that is substantially similar (or superior) in all material aspects as compared to your position at CBS. You agree to advise CBS immediately and in writing of any employment for which you are receiving such payments and to provide documentation as requested by CBS with respect to such employment. The payments provided for in paragraph 7(c)(ii) are in lieu of any other severance or income continuation or protection under any CBS plan, program or agreement that may now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to be in addition to the type of payments and benefits described in paragraph 7(c)(ii) of this Agreement).

(d) Death .

(i) Your employment with CBS shall terminate automatically upon your death.

(ii) In the event of your death prior to the end of the Term while you are actively employed, your beneficiary or estate shall receive ( x ) the Accrued Obligations, payable, less applicable withholding taxes, within 30 days following your date of death; and ( y ) bonus compensation for the calendar year in which your death occurs, determined in accordance with the STIP ( i.e., based upon CBS’s achievement of its goals and CBS’s good faith estimate of

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your achievement of your personal goals) and prorated for the portion of the calendar year through and including your date of death, payable, less applicable withholding taxes, between January 1 ^st and March 15 ^th of the following calendar year. In addition, (A) all awards of stock options and stock appreciation rights (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately, and shall continue to be exercisable by your beneficiary or estate until the greater of two years following your date of death or the period provided in accordance with the terms of the grant, provided that in no event shall the exercise period of such awards extend beyond their expiration date; (B) all awards of stock options and stock appreciation rights (or portions thereof) that have previously vested and become exercisable by the date of your death shall remain exercisable by your beneficiary or estate until the greater of two years following your date of death or the period provided in accordance with the terms of the grant, provided that in no event shall the exercise period of such awards extend beyond their expiration date; (C) all awards of RSUs and other equity awards other than stock options and stock appreciation rights (or portions thereof) that remain subject only to time-based vesting conditions on the date of your death shall immediately vest and be settled within ten (10) business days thereafter; and (D) all awards of RSUs and other equity awards other than stock options and stock appreciation rights (or portions thereof) that remain subject to performance-based vesting conditions on the date of your death shall vest if and to the extent the Committee certifies that a level of the performance goal(s) relating to such RSU or other equity award has been met following the end of the applicable performance period, and shall be settled within ten (10) business days thereafter.

(iii) In the event of your death after the termination of your employment (which termination occurred during the Term) under circumstances described in paragraph 7(b)(i) or 7(c)(i), but prior to payment of any amounts or benefits described in paragraphs 7(b)(ii)(A), (B), (C) and (E) or paragraphs 7(c)(ii)(A), (B), (C) and (E), as applicable, that you would have received had you continued to live, all such amounts and benefits shall be paid, less applicable deductions and withholding taxes, to your beneficiary (or, if no beneficiary has been designated, to your estate) in accordance with the applicable payment schedule set forth in paragraphs 7(b)(ii)(A), (B), (C) and (E) or paragraphs 7(c)(ii)(A), (B), (C) and (E), as applicable.

(e) Disability.

(ii) Except as provided in this paragraph 7(e)(ii), if you become Disabled while employed full-time during the Term, you will exclusively receive compensation

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under the STD program in accordance with its terms and, thereafter, under the LTD program in accordance with its terms, provided you are eligible to receive LTD program benefits. Notwithstanding the foregoing, if you have not returned to work by December 31 ^st of a calendar year during the Term, you will receive bonus compensation for the calendar year(s) during the Term in which you receive compensation under the STD program, determined as follows:

(iii) Bonus compensation under paragraph 7(e)(ii) shall be paid, less applicable deductions and withholding taxes, between January 1 ^st and March 15 ^th of the calendar year following the calendar year to which such bonus compensation relates. You will not receive bonus compensation for any portion of the calendar year(s) during the Term while you receive benefits under the LTD program. For the periods that you receive compensation and benefits under the STD and LTD programs, such compensation and benefits and the bonus compensation provided under paragraph 7(e)(ii) are in lieu of Salary and Bonus under paragraphs 3(a) and (b).

(iv) In addition, if your employment terminates due to your “Permanent Disability” (as defined in the LTIP or, if applicable, a predecessor plan to the LTIP), (i) all awards of stock options and stock appreciation rights (or portions thereof) that have not vested and become exercisable on your termination date shall accelerate and vest immediately, and shall continue to be exercisable until the greater of three years following the termination date or the period provided in accordance with the terms of the grant, provided that in no event shall the exercise period of such awards extend beyond their expiration date; (ii) all awards of stock options and stock appreciation rights (or portions thereof) that have previously vested and become exercisable by your termination date shall remain exercisable until the greater of three years following the termination date or the period provided in accordance with the terms of the grant, provided that in no event shall the exercise period of such awards extend beyond their expiration date; (iii) all awards of RSUs and other equity awards other than stock options and stock appreciation rights (or portions thereof) that remain subject only to time-based vesting conditions on your termination date shall immediately vest and be settled within ten (10) business days thereafter; and (iv) all awards of RSUs and other equity awards other than stock options and stock appreciation rights (or portions thereof) that remain subject to performance-based vesting conditions on your termination date shall vest if and to the extent the Committee certifies that a level of the performance goal(s) relating to such RSU or other equity award has been met following the end of the applicable performance period, and shall be settled within ten

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(10) business days thereafter. Notwithstanding the foregoing, if you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination due to Permanent Disability and any portion of your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall instead be settled on the Permissible Payment Date.

(f) Renewal Notice / Non-Renewal.

(i) CBS shall notify you six (6) months prior to the expiration of the Term in writing if it intends to continue your employment beyond the expiration of the Term. If you are notified that CBS does intend to continue your employment, then you agree that you shall negotiate exclusively with CBS for the first 90 days following such notification. Nothing contained herein shall obligate CBS to provide an increase to your compensation hereunder upon such renewal.

(ii) If you remain employed on the Expiration Date, but have not entered into a new written contractual relationship with CBS (or any of CBS’s subsidiaries), and CBS advises you on or before the Expiration Date that it does not wish to continue your employment on an “at will” basis beyond expiration of the Term, your employment shall automatically terminate on the day next following the Expiration Date, and, except as set forth in paragraph 7(k)(v) of this Agreement, you shall be eligible to receive, less applicable withholding taxes, ( x ) the Accrued Obligations, payable within thirty (30) days following your termination date, and ( y ), subject to your compliance with paragraph 7(j) hereunder, the severance payments due under paragraphs 7(b)(ii)(A), (B) and (C).

(iii) If you remain in the employ of CBS beyond the end of the Term but have not entered into a new written contractual relationship with CBS, or any of CBS’s affiliated companies, your continued employment shall be “at will” and on such terms and conditions as CBS in its sole discretion may at the time establish; provided , that either party, during such period, may terminate your “at will” employment at any time, provided that:

(A) if CBS terminates your employment during the eighteen (18) month period following the Expiration Date without Cause (as that term is defined in paragraph 7(a)(i)), then, except as set forth in paragraph 7(k)(v) of the Agreement, you shall be eligible to receive, less applicable withholding taxes, ( x ) the Accrued Obligations, payable within thirty (30) days following your termination date, and ( y ), subject to your compliance with paragraph 7(j) hereunder, the severance payments due under paragraphs 7(b)(ii)(A), (B) and (C); and

(B) if CBS terminates your employment beyond the eighteen (18) month period following the Expiration Date as an “at will” employee without Cause (as that term is defined in paragraph 7(a)(i)), then, except as set forth in paragraph 7(k)(v) of the Agreement, you shall become eligible to receive severance under the then current CBS severance

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policy applicable to executives at your level, subject to the terms of such severance policy (including your execution of a release in favor of CBS pursuant to such policy to the extent required).

(v) You shall be required to mitigate the amount of any payment provided for in this paragraph 7(f) by seeking other employment, and the amount of such payments shall be reduced by any compensation earned by you from any source other than as a result of your self-employment, including, without limitation, salary, sign-on or annual bonus compensation, consulting fees, and commission payments; provided, however, that mitigation shall not be required, and no reduction for other compensation shall be made, for earnings for services provided during the first twelve (12) months after the termination of your employment. You agree to advise CBS immediately and in writing of any employment for which you are receiving such payments and to provide documentation as requested by CBS with respect to such employment. The payments provided for in this paragraph 7(f) are in lieu of any other severance or income continuation or protection under any CBS plan, program or agreement that may now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to be in addition to the type of payments and benefits described in this paragraph 7(f) of this Agreement).

(g) Retirement .

(i) Notwithstanding any provision herein to the contrary, if (A) you remain employed with CBS or one of its subsidiaries through the Expiration Date, and (B) your employment with CBS or any of its subsidiaries either ( x ) is terminated by you or by CBS effective as of the calendar day next following the Expiration Date or ( y ) continues beyond the Expiration Date on an “at will” basis but is subsequently terminated by you or by CBS, in either case for reasons other than for Cause (but including death or Disability as defined in this Agreement) (such date of termination, the “ Retirement Date ”), any then outstanding and unvested equity or equity-based awards granted prior to the Retirement Date (the “ Outstanding Awards ”) shall continue vesting in accordance with their established vesting schedule through the second anniversary of the Retirement Date (the “ Extended Vesting Period ”) so long as you comply with the obligations set forth in paragraphs 6(a) and 6(b) during the Extended Vesting Period; provided , however , that Outstanding Awards shall exclude any outstanding and unvested equity or equity-based awards that are not at least 25% vested as of the Retirement Date; provided , further , that vesting of Outstanding Awards shall be accelerated (rather than continued) to the extent necessary to comply with the requirements of Code Section 409A (with an assumption that any performance goal(s) were achieved at target level, if and to the extent applicable), unless compliance with the performance-based compensation exception is required in order to ensure the deductibility of any Outstanding Award under Code Section 162(m), in

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which case such Outstanding Award shall vest if and to the extent that the Committee certifies that a level of the performance goal(s) relating to such Outstanding Award has been met. Outstanding Awards in the form of stock options and stock appreciation rights (“ Outstanding Stock Rights ”), once vested, shall remain exercisable until their expiration date. The exercisability of stock options and stock appreciation rights that are outstanding and vested on the Retirement Date shall be governed by the terms and conditions otherwise applicable to those grants.

(ii) If you breach the obligations set forth in paragraph 6(a) or 6(b) at any time during the Extended Vesting Period, CBS may (A) immediately cancel any Outstanding Stock Rights that remain outstanding (whether or not vested), (B) immediately cancel any Outstanding Awards other than Outstanding Stock Rights that remain unvested and (C) recover from you any shares of CBS Class B Common Stock, par value $0.001 per share, or other securities delivered upon exercise of any Outstanding Stock Rights or settlement of any other Outstanding Awards (the “ Shares ”), or, to the extent any such Shares are sold, any proceeds realized on the sale of the Shares, and the cash payment of related accrued dividends.

(iii) In the event of your death during the Extended Vesting Period, any Outstanding Awards that remain unvested as of the date of your death shall continue to vest in accordance with their established vesting schedules for the remainder of the Extended Vesting Period, and your designated beneficiary (or, if no beneficiary has been designated, your estate) shall be permitted to exercise any Outstanding Stock Rights that have vested and remain outstanding until their expiration date.

(h) Resignation from Official Positions . If your employment with CBS terminates for any reason, you shall automatically be deemed to have resigned at that time from any and all officer or director positions that you may have held with CBS, or any of CBS’s affiliated companies and all board seats or other positions in other entities you held on behalf of CBS, including any fiduciary positions (including as a trustee) you hold with respect to any employee benefit plans or trusts established by CBS. You agree that this Agreement shall serve as written notice of resignation in this circumstance. If, however, for any reason this paragraph 7(h) is deemed insufficient to effectuate such resignation, you agree to execute, upon the request of CBS or any of its affiliated companies, any documents or instruments which CBS may deem necessary or desirable to effectuate such resignation or resignations, and you hereby authorize the Secretary and any Assistant Secretary of CBS or any of CBS’s affiliated companies to execute any such documents or instruments as your attorney-in-fact.

(i) Termination of Benefits . Notwithstanding anything in this Agreement to the contrary (except as otherwise provided in paragraph 7(b)(ii)(C), 7(c)(ii)(C), 7(f)(ii), 7(f)(iii)(A), or 7(k)(ii)(C), as applicable, with respect to medical and dental benefits), participation in all CBS benefit plans and programs (including, without limitation, vacation accrual, all retirement and related excess plans and LTD) will terminate upon the termination of your employment except to the extent otherwise expressly provided in such plans or programs, and subject to any vested rights you may have under the terms of such plans or programs. The

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foregoing shall not apply to the LTIP and, after the termination of your employment, your rights under the LTIP shall be governed by the terms of the LTIP award agreements, certificates, the applicable LTIP plan(s) and this Agreement.

(j) Release; Compliance with Paragraph 6 .

(i) Notwithstanding any provision in this Agreement to the contrary, prior to payment by CBS of any amount or provision of any benefit pursuant to paragraph 7(b)(ii), 7(c)(ii), 7(f)(ii), 7(f)(iii)(A) or 7(k)(ii), or vesting of Outstanding Awards during the Extended Vesting Period under paragraph 7(g), as applicable, within sixty (60) days following your termination of employment, ( x ) you shall have executed and delivered to CBS a general release in a form satisfactory to CBS and ( y ) such general release shall have become effective and irrevocable in its entirety (such date, the “ Release Effective Date ”); provided , however , that if, at the time any cash severance payments are scheduled to be paid to you pursuant to paragraph 7(b)(ii), 7(c)(ii), 7(f)(ii), 7(f)(iii)(A) or 7(k)(ii), or any Outstanding Awards are scheduled to vest pursuant to paragraph 7(g), as applicable, you have not executed a general release that has become effective and irrevocable in its entirety, then any such cash severance payments shall be held and accumulated without interest, and shall be paid to you on the first Regular Payroll Date following the Release Effective Date and the vesting of any Outstanding Awards shall be suspended until the Release Effective Date. Your failure or refusal to sign and deliver the release or your revocation of an executed and delivered release in accordance with applicable laws, whether intentionally or unintentionally, will result in the forfeiture of the payments and benefits under paragraph 7(b)(ii), 7(c)(ii), 7(f)(ii), 7(f)(iii)(A) or 7(k)(ii), or vesting of Outstanding Awards under paragraph 7(g), as applicable. Notwithstanding the foregoing, if the sixty (60) day period does not begin and end in the same calendar year, then the Release Effective Date shall occur no earlier than January 1 ^st of the calendar year following the calendar year in which your termination occurs.

(ii) Notwithstanding any provision in this Agreement to the contrary, the payments and benefits described in paragraphs 7(b)(ii), 7(c)(ii), 7(f)(ii), 7(f)(iii)(A) and 7(k)(ii), and the continued vesting of Outstanding Awards described in paragraph 7(g), as applicable, shall immediately cease, and CBS shall have no further obligations to you with respect thereto, in the event that you materially breach any provision of paragraph 6 hereof.

(k) Payments in Connection with Certain Corporate Events .

(i) Definition . For purposes of this Agreement, a “ Corporate Event ” shall be deemed to occur upon the occurrence of any of the following events:

Mr. Lawrence Tu

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substantially the same proportions as their beneficial ownership of such CBS stock immediately prior to the transaction (excluding any general voting power of the Combined Company that such beneficial owners directly or indirectly received as a result of their beneficial ownership of the other entity involved in the transaction), (II) no person or group directly or indirectly beneficially owns stock representing more than twenty percent (20%) of the general voting power of the Combined Company and (III) a majority of the independent directors of the Combined Company and a majority of the directors of the Combined Company, in each case, consist of individuals who were Original Independent Directors (as defined in clause (D) below) immediately prior to such transaction; or

(B) consummation of the sale or disposition of all or substantially all of the assets of CBS; or

(C) at any time after the Effective Date, any “person” or “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the rules and regulations promulgated thereunder), directly or indirectly acquires or then beneficially owns (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) stock representing more than twenty percent (20%) of the general voting power of CBS at a time when the person who, on January 1, 2011, was the ultimate beneficial owner (within the meaning of Rule 13d-3(a)(1) under the Exchange Act) (the “ Ultimate Voting Beneficial Owner ”) of a majority of the general voting power of CBS no longer is the Ultimate Voting Beneficial Owner of a majority thereof; or

(D) a majority of the independent directors of the CBS Board of Directors (the “ Board ”) ceases to consist of Original Independent Directors. “ Original Independent Directors ” shall mean those individuals who, as of the Effective Date, constitute the independent directors of the Board and those successor independent directors who are elected or appointed to the Board, either by a vote of the Board or by action of the shareholders of CBS pursuant to a recommendation by the Board, as a result of the death, voluntary retirement or resignation of an Original Independent Director (or any successor thereto pursuant to this proviso), including a voluntary determination by such Original Independent Director (or such successor) not to stand for re-election.

(ii) Termination Payments . In the event that ( x ) CBS terminates your employment without Cause (as defined in paragraph 7(a)(i)), whether during or after the Term; ( y ) you resign your employment with Good Reason (as defined in paragraph 7(c)(i)), whether during or after the Term; or ( z ) your employment ceases under circumstances described in paragraph 7(f)(ii) or 7(f)(iii), in each case during the twenty-four (24) month period following the date of a Corporate Event, you shall thereafter receive, less applicable withholding taxes, the Accrued Obligations, payable within thirty (30) days following your termination date, and subject to your compliance with paragraph 7(j) hereunder, the following payments and benefits:

(A) Pro-Rata Bonus : a Pro-Rata Bonus for the calendar year in which your employment is terminated, such Pro-Rata Bonus to be determined based on actual

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performance and consistent with senior executives who remain employed with CBS, and then prorated based on the number of calendar days of such year elapsed through the date your employment is terminated, payable, less applicable deductions and withholding taxes, between January 1 ^st and March 15 ^th of the following calendar year;

(B) Enhanced Severance Amount : an amount equal to three (3) times the sum of (i) your Salary in effect at the time of your termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Term) and (ii) the average of your actual annual Bonus awards for the three years immediately preceding the year in which your employment is terminated (the “ Enhanced Severance Amount ”). To the extent the Enhanced Severance Amount exceeds the sum of ( x ) the amount determined pursuant to paragraph 7(b)(ii)(A) or 7(c)(ii)(A), as applicable, and ( y ) the amount determined pursuant to paragraph 7(b)(ii)(B) or 7(c)(ii)(B), as applicable, such excess portion shall be paid in a lump sum within thirty (30) days following your termination date. The remaining portion of the Enhanced Severance Amount that is equal to the amount determined pursuant to paragraph 7(b)(ii)(A) or 7(c)(ii)(A), as applicable, shall be paid in accordance with the schedule described in paragraph 7(b)(ii)(A) or 7(c)(ii)(A), as applicable; and the remaining portion of the Enhanced Severance Amount that is equal to the amount determined pursuant to paragraph 7(b)(ii)(B) or 7(c)(ii)(B), as applicable, shall be paid in accordance with the schedule described in paragraph 7(b)(ii)(B) or 7(c)(ii)(B), as applicable; provided , however , that to the extent such remaining portions of the Enhanced Severance Amount do not constitute “deferred compensation” within the meaning of Code Section 409A, such portions shall also be paid in a lump sum within thirty (30) days following your termination date, with any remainder to be paid in accordance with the schedules described in paragraph 7(b)(ii)(A) and 7(b)(ii)(B) or paragraph 7(c)(ii)(A) and 7(c)(ii)(B), as applicable; provided , further , that if you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of the Enhanced Severance Amount that would be paid to you during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be paid to you in a lump sum on the Permissible Payment Date rather than as described above, and any remaining Enhanced Severance Amount shall be paid to you or your estate, as applicable, in accordance with the installment payment schedule set forth above on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Payment Date. Each payment pursuant to this paragraph 7(k)(ii)(B) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A;

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provided , that during the period that CBS provides you with this coverage, the cost of such coverage will be treated as taxable income to you and CBS may withhold taxes from your compensation for this purpose; provided , further , that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;

(E) Equity : the following with respect to awards granted to you under the LTIP (or any predecessor plan to the LTIP):

(I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(j) above), and will continue to be exercisable until their expiration date;

(II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until their expiration date; and

(III) With respect to all awards of RSUs and other equity awards (or portions thereof) that have not vested on the date your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(III); provided , however , that with respect to RSUs and other equity awards (or portions thereof) that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such award under Code Section 162(m), such award shall vest if and to the extent that, after the end of the applicable performance period, the Committee certifies that a level of the performance goal relating to such award has been met (and without the application of any negative discretion by the Committee that does not also apply to substantially all other senior executives of CBS), or, if later, the Release Effective Date, and shall be settled in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(III).

Mr. Lawrence Tu

as of June 1, 2017

Page 27

constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall instead be settled on the Permissible Payment Date; and

(F) Outplacement Services : CBS will make available to you, at its expense, executive level outplacement services with a leading national outplacement firm, with such outplacement services to be provided for a period of up to twelve (12) months following the date on which your employment is terminated. The outplacement program shall be designed and the outplacement firm selected by CBS. CBS will pay all expenses related to the provision of outplacement services directly to the outplacement firm by the end of the calendar year following the calendar year in which the outplacement services are provided.

(iii) No Mitigation . You shall not be required to mitigate the amount of any payment provided for in paragraph 7(k)(ii) by seeking other employment. The payments provided for in paragraph 7(k)(ii) are in lieu of any other severance or income continuation or protection in this Agreement or in any CBS plan, program or agreement that may now or hereafter exist, unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to be in addition to the type of payments and benefits described in paragraph 7(k)(ii) of this Agreement.

(iv) Death . If you die prior to payment of any amount or benefit described in paragraph 7(k)(ii)(A), (B), (C) or (E) that would have been paid to you had you continued to live, all such amounts and benefits shall be paid, less applicable deductions and withholding taxes, to your beneficiary (or, if no beneficiary has been designated, your estate) in accordance with the applicable payment schedule.

(v) Survival of Provisions . If a Corporate Event occurs during the Term, the provisions of this paragraph 7(k) (and any other provision in this Agreement which relates to or is necessary for the enforcement of the parties’ rights under this paragraph 7(k)) shall survive the expiration of the Term of this Agreement. For avoidance of doubt, the provisions of paragraphs 6(a) and 6(c) shall apply so long as any payments are due to you pursuant to this paragraph 7(k), even if your termination date occurs following expiration of the Term of this Agreement.

Mr. Lawrence Tu

as of June 1, 2017

Page 28

age, marital status, sexual orientation, disability or veteran status. In addition, you agree that you will comply with the CBS Business Conduct Statement.

10. Notices . All notices under this Agreement must be given in writing, by personal delivery or by registered mail, at the parties’ respective addresses shown on this Agreement (or any other address designated in writing by either party), with a copy, in the case of CBS, to the attention of the Executive Vice President, Corporate Secretary, CBS Corporation. Any notice given by registered mail shall be deemed to have been given three days following such mailing.

12. California Law, Etc . This Agreement and all matters and issues collateral thereto shall be governed by the laws of the State of California applicable to contracts entered into and performed entirely within the State of California, with respect to the determination of any claim, dispute or disagreement, which may arise out of the interpretation, performance or breach of this Agreement.

13. No Implied Contract . Nothing contained in this Agreement shall be construed to impose any obligation on CBS or you to renew this Agreement or any portion thereof. The parties intend to be bound only upon execution of a written agreement and no negotiation, exchange of draft or partial performance shall be deemed to imply an agreement. Neither the continuation of employment nor any other conduct shall be deemed to imply a continuing agreement upon the expiration of the Term.

14. Entire Understanding . This Agreement contains the entire understanding of the parties hereto relating to the subject matter contained in this Agreement, and can be changed only by a writing signed by both parties.

15. Void Provisions . If any provision of this Agreement, as applied to either party or to any circumstances, shall be found by a court of competent jurisdiction to be unenforceable but would be enforceable if some part were deleted or the period or area of application were reduced, then such provision shall apply with the modification necessary to make it enforceable, and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

16. Payment of Deferred Compensation – Code Section 409A .

Mr. Lawrence Tu

as of June 1, 2017

Page 29

Neither CBS nor any of its affiliates have any obligation to indemnify or otherwise hold you harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto. You acknowledge that you have been advised to obtain independent legal, tax or other counsel in connection with Code Section 409A.

(b) Your right to any in-kind benefit or reimbursement benefits pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of CBS covered by this Agreement shall not be subject to liquidation or exchange for cash or another benefit.

17. Arbitration. If any disagreement or dispute whatsoever shall arise between the parties concerning, arising out of or relating to this Agreement (including the documents referenced herein) or your employment with CBS, the parties hereto agree that such disagreement or dispute shall be submitted to binding arbitration before the American Arbitration Association (the “ AAA ”), and that a neutral arbitrator will be selected in a manner consistent with its Employment Arbitration Rules and Mediation Procedures (the “ Rules ”). Such arbitration shall be confidential and private and conducted in accordance with the Rules. Any such arbitration proceeding shall take place in New York City before a single arbitrator (rather than a panel of arbitrators). The parties agree that the arbitrator shall have no authority to award any punitive or exemplary damages and waive, to the full extent permitted by law, any right to recover such damages in such arbitration. Each party shall bear its respective costs (including attorney’s fees, and there shall be no award of attorney’s fees), provided that if you are the prevailing party (as determined by the arbitrator in his or her discretion) in a dispute concerning the enforcement of the provisions of this Agreement in relation to paragraph 7(k), you shall be entitled to recover all of your costs (including attorney’s fees) reasonably incurred in connection with such dispute. Following the arbitrator’s issuance of a final non-appealable award setting forth that you are the prevailing party, CBS shall reimburse you for such costs within thirty (30) days following its receipt of reasonable written evidence substantiating such costs, provided that in no event will payment be made to you later than the last day of the calendar year next following the calendar year in which the award is issued. If there is a dispute regarding the reasonableness of the costs you incur, the same arbitrator shall determine, in his or her discretion, the costs that shall be reimbursed to you by CBS. Judgment upon the final award(s) rendered by such arbitrator, after giving effect to the AAA internal appeals process, may be entered in any court having jurisdiction thereof. Notwithstanding anything herein to the contrary, CBS shall be entitled to seek injunctive, provisional and equitable relief in a court proceeding as a result of your alleged violation of the terms of paragraph 6 of this Agreement, and you hereby consent and agree to exclusive personal jurisdiction in any state or federal court located in the City of New York, Borough of Manhattan.

18. Limitation on Payments .

(a) In the event that the payments and benefits provided for in this Agreement or other payments and benefits payable or provided to you (i) constitute “ parachute payments ” within the meaning of Section 280G of the Code and (ii) but for this paragraph 18, would be

Mr. Lawrence Tu

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subject to the excise tax imposed by Section 4999 of the Code, then your payments and benefits under this Agreement or other payments or benefits (the “ 280G Amounts ”) will be either:

(A) delivered in full; or

(B) delivered as to such lesser extent that would result in no portion of the 280G Amounts being subject to the excise tax under Section 4999 of the Code;

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by you on an after-tax basis, of the greatest amount of 280G Amounts, notwithstanding that all or some portion of the 280G Amounts may be taxable under Section 4999 of the Code.

(b) Reduction Order . In the event that a reduction of 280G Amounts is made in accordance with this paragraph 18, the reduction will occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order:

(i) reduction of cash payments in reverse chronological order ( i.e., the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced);

(ii) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G, in the reverse order of date of grant of the awards ( i.e., the most recently granted equity awards will be cancelled first);

(iii) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards ( i.e., the vesting of the most recently granted equity awards will be cancelled first); and

(iv) reduction of employee benefits in reverse chronological order ( i.e., the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced).

In no event will you have any discretion with respect to the ordering of payment reductions.

(c) Nationally Recognized Firm Requirement . Unless you and CBS otherwise agree in writing, any determination required under this paragraph 18 will be made in writing by a nationally recognized accounting or valuation firm (the “ Firm ”) selected by CBS, whose determination will be conclusive and binding upon you and CBS for all purposes. For purposes of making the calculations required by this paragraph 18, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. CBS and

Mr. Lawrence Tu

as of June 1, 2017

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you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this paragraph 18. CBS will bear all costs for payment of the Firm’s services in connection with any calculations contemplated by this paragraph 18.

19. Supersedes Prior Agreements . As of the Effective Date, this Agreement shall supersede all prior agreements relating to your employment by CBS or any of CBS’s affiliated companies relating to the subject matter herein including, without limitation, your prior employment agreement with CBS dated as of November 11, 2013 (the “ Prior Agreement ”); provided , however , that no provision in this Agreement shall be construed to adversely affect any of your rights accrued under the Prior Agreement.

20. Clawback Policy . Any compensation provided to you, whether under this Agreement or otherwise, with regard to your employment with CBS and/or its subsidiaries, as applicable, shall be subject to the applicable provisions of any clawback policy implemented by CBS from time to time, including any policy implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.

21. Counterparts . This Agreement may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

[signature page to follow]



		Very truly yours,

		CBS CORPORATION


		By:	/s/ Anthony G. Ambrosio
			Name:	Anthony G. Ambrosio
			Title:	Senior Executive Vice President,
				Chief Administrative Officer &
				Chief Human Resources Officer



ACCEPTED AND AGREED:


/s/ Lawrence Tu
Lawrence Tu

Dated:	July 20, 2017

Exhibit 10(c)

51 West 52 ^nd Street

New York, NY 10019

Anthony G. Ambrosio

c/o CBS Corporation

51 W. 52 ^nd Street

New York, NY 10019



Dear Tony:	August 4, 2017

Reference is made to your employment agreement with CBS Corporation (“ CBS ”), dated as of September 29, 2016 (the “ Agreement ”). All defined terms used without definitions shall have the meanings provided in the Agreement. This letter, when fully executed below, shall amend the Agreement as follows:

1. Paragraph 7(b)(ii)(E) of the Agreement shall be amended to add a new clause (V) and to revise clauses (III) and (IV) in their entirety to read as follows:

“(III) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination, but which would otherwise vest after the eighteen-month period following your termination date and on or before the third anniversary of the termination date, shall continue to vest in accordance with their established vesting schedule until all such stock options are fully vested and exercisable, and such stock options shall continue to be exercisable until their expiration date, subject to your continued compliance with the obligations set forth in paragraphs 6(a) and 6(b) of this Agreement during such 18-month continued vesting period.

(IV) All restricted share unit (‘ RSU ’) awards and other equity awards (or portions thereof) that would otherwise vest on or before the end of an eighteen (18) month period following your termination date (the ‘ Accelerated Share Awards ’) shall immediately vest on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(IV); provided , however , that with respect to Accelerated Share Awards that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such Accelerated Share Award under Internal Revenue Code Section 162(m) (‘ Code Section 162(m) ’), such Accelerated Share Award shall vest if and to the extent that, after the end of the applicable performance period, the Committee certifies that a level of the performance goal relating to such Accelerated Share Award has been met (and without the application of any negative discretion by the Committee that does not also apply to substantially

Anthony G. Ambrosio

August 4, 2017

Page 2

all other senior executives of CBS), or, if later, the Release Effective Date, and shall be settled in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(IV).

(V) All RSU awards and other equity awards (or portions thereof) that would otherwise vest after the eighteen-month period following your termination date and on or before the third anniversary of the termination date (the ‘ Continued Share Awards ’) shall continue to vest in accordance with their established vesting schedule, subject to your continued compliance with the obligations set forth in paragraphs 6(a) and 6(b) of this Agreement during such 18-month continued vesting period.”

2. Paragraph 7(c)(ii)(E) of the Agreement shall be amended to add a new clause (V) and to revise clauses (III) and (IV) in their entirety to read as follows:

(V) All Continued Share Awards shall continue to vest in accordance with their established vesting schedule, subject to your continued compliance with

Anthony G. Ambrosio

August 4, 2017

Page 3

the obligations set forth in paragraphs 6(a) and 6(b) of this Agreement during such 18-month continued vesting period.”

3. Paragraph 7(k)(ii)(E) of the Agreement shall be amended to revise clause (III) in its entirety to read as follows:

“(III) With respect to all awards of RSUs and other equity awards (or portions thereof) that have not vested on the date your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(III); provided , however , that with respect to RSUs and other equity awards (or portions thereof) that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such award under Code Section 162(m), such award shall vest if and to the extent that, after the end of the applicable performance period, the Committee certifies that a level of the performance goal relating to such award has been met (and without the application of any negative discretion by the Committee that does not also apply to substantially all other senior executives of CBS), or, if later, the Release Effective Date, and shall be settled in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(III).”

4. Paragraphs 7(b)(ii) and 7(c)(ii) of the Agreement shall each be amended to insert the phrase “and Continued Share Awards” immediately following the term “Accelerated Share Awards” in the last paragraph thereof.

5. This letter may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

6. Except as otherwise provided herein, the Agreement shall continue in full force and effect in accordance with its terms.

[signature page to follow]

If the foregoing correctly sets forth our understanding, please sign, date, and return this letter to the undersigned for execution on behalf of CBS; after this letter has been executed by CBS and a fully-executed copy returned to you, it shall constitute a binding amendment to the Agreement.



		Very truly yours,

		CBS CORPORATION


		By:	/s/ Leslie Moonves
			Leslie Moonves
			President and Chief Executive Officer



ACCEPTED AND AGREED:


/s/ Anthony G. Ambrosio
Anthony G. Ambrosio

Dated:	8/4/2017

Exhibit 10(d)

51 West 52 ^nd Street

New York, NY 10019

Gil Schwartz

c/o CBS Corporation

51 W. 52 ^nd Street

New York, NY 10019



Dear Gil:	August 4, 2017

Reference is made to your employment agreement with CBS Corporation (“ CBS ”), dated as of July 1, 2016 (the “ Agreement ”). All defined terms used without definitions shall have the meanings provided in the Agreement. This letter, when fully executed below, shall amend the Agreement as follows:

1. Paragraph 7(b)(ii)(E) of the Agreement shall be amended to add new clauses (IV) and (V) and to revise clause (III) in its entirety to read as follows:

Gil Schwartz

August 4, 2017

Page 2

2. Paragraph 7(c)(ii)(E) of the Agreement shall be amended to add new clauses (IV) and (V) and to revise clause (III) in its entirety to read as follows:

(V) All Continued Share Awards shall continue to vest in accordance with their established vesting schedule, subject to your continued compliance with

Gil Schwartz

August 4, 2017

Page 3

the obligations set forth in paragraphs 6(a) and 6(b) of this Agreement during such 18-month continued vesting period.”

3. Paragraph 7(k)(ii)(E) of the Agreement shall be amended to revise clause (III) in its entirety to read as follows:

6. Except as otherwise provided herein, the Agreement shall continue in full force and effect in accordance with its terms.

[signature page to follow]



		Very truly yours,

		CBS CORPORATION


		By:	/s/ Anthony G. Ambrosio
			Name:	Anthony G. Ambrosio
			Title:	Senior Executive Vice President,
				Chief Administrative Officer &
				Chief Human Resources Officer



ACCEPTED AND AGREED:


/s/ Gil Schwartz
Gil Schwartz

Dated:	August 4, 2017

Exhibit 12

CBS CORPORATION AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Tabular dollars in millions, except ratios)



	Nine Months Ended						Twelve Months Ended
	September 30,						December 31,
	2017			2016			2016			2015			2014			2013			2012
Earnings from continuing operations before income taxes and equity in loss of investee companies	$	1,793		$	1,848		$	2,230		$	2,264		$	1,858		$	2,303		$	1,994
Add:
Distributions from investee companies	—			5			3			3			9			8			11
Interest expense, net of capitalized interest	336			304			411			392			363			375			401
1/3 of rental expense	44			42			56			58			57			55			55
Total earnings from continuing operations	$	2,173		$	2,199		$	2,700		$	2,717		$	2,287		$	2,741		$	2,461

Fixed charges:
Interest expense, net of capitalized interest	$	336		$	304		$	411		$	392		$	363		$	375		$	401
1/3 of rental expense	44			42			56			58			57			55			55
Total fixed charges	$	380		$	346		$	467		$	450		$	420		$	430		$	456
Ratio of earnings to fixed charges	5.7		x	6.4		x	5.8		x	6.0		x	5.4		x	6.4		x	5.4		x

Exhibit 31(a)

CERTIFICATION

I, Leslie Moonves, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of CBS Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2017



	/s/ Leslie Moonves
	Leslie Moonves
	Chairman of the Board, President and Chief Executive Officer

Exhibit 31(b)

CERTIFICATION

I, Joseph R. Ianniello, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of CBS Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2017



	/s/ Joseph R. Ianniello
	Joseph R. Ianniello
	Chief Operating Officer

Exhibit 32(a)

Certification Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of CBS Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission (the “Report”), I, Leslie Moonves, Chairman of the Board, President and Chief Executive Officer of the Company, certify that to my knowledge:

1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Leslie Moonves
Leslie Moonves
November 3, 2017

Exhibit 32(b)

Certification Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of CBS Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission (the ”Report”), I, Joseph R. Ianniello, Chief Operating Officer of the Company, certify that to my knowledge:

1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Joseph R. Ianniello
Joseph R. Ianniello
November 3, 2017