~~Consolidated Results of Operations~~

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

Three Months Ended June 30, ~~2015versusThree~~2016 and ~~Six Months Ended June 30, 2014~~

~~Revenues~~

~~The following table presents the Company’s consolidated revenues by type for the three and six months ended June 30,~~ 2015 ~~and 2014.~~

Three Months Ended June 30,

Percentage
of Total

Percentage
of Total
Increase/(Decrease)
Revenues by Type 2015 2014 $ %
Advertising $ 1,594
50 % $ 1,636
51 % $ (42 ) (3 )%
Content licensing and distribution 815
25 % 903
28 % (88 ) (10 )%
Affiliate and subscription fees 752
23 % 586
19 % 166
28 %
Other 58
2 % 63
2 % (5 ) (8 )%
Total Revenues $ 3,219
100 % $ 3,188
100 % $ 31
1 %



	Three Months Ended June 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	1,947		$	1,785		$	162		9	%
Segment Operating Income	$	351		$	262		$	89		34	%
Segment Operating Income as a % of revenues	18		%	15		%
Restructuring charges	$	—		$	12		$	(12	)	n/m
Depreciation and amortization	$	30		$	32		$	(2	)	(6	)%
Capital expenditures	$	24		$	13		$	11		85	%

Six Months Ended June 30,

Percentage
of Total

Percentage
of Total
Increase/(Decrease)
Revenues by Type 2015 2014 $ %
Advertising $ 3,378
50 % $ 3,509
52 % $ (131 ) (4 )%
Content licensing and distribution 1,843
27 % 1,976
29 % (133 ) (7 )%
Affiliate and subscription fees 1,380
21 % 1,153
17 % 227
20 %
Other 118
2 % 120
2 % (2 ) (2 )%
Total Revenues $ 6,719
100 % $ 6,758
100 % $ (39 ) (1 )%

n/m - not meaningful

~~Advertising revenues for~~For the three months ended June 30, ~~2015 decreased $42 million, or 3%, to $1.59 billion principally~~2016, the 9%increase in revenues reflects 19% higher content licensing and distribution revenues driven by ~~lower radio advertising~~growth in international television licensing, mainly from the sales of all episodes of five Star Trek series. The revenue growth also reflects a 59% increase in affiliate and subscription fees, led by higher station affiliation fees, retransmission revenues and subscription growth for CBS All Access. Advertising revenues decreased 3% reflecting the ~~disposition~~absence of ~~an Internet business~~the broadcast of the NCAA Tournament finals on CBS in 2016 and the impact from the sales of internet businesses in China during 2015, partially offset by 2% growth in underlying network advertising revenues.

For the ~~first~~three months ended June 30, 2016, the 34% increase in operating income was primarily driven by the growth in revenues. Restructuring charges for the second quarter of 2015 primarily reflected severance costs.

Six Months Ended June 30, 2016 and 2015



	Six Months Ended June 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	4,534		$	4,046		$	488		12	%
Segment Operating Income	$	800		$	608		$	192		32	%
Segment Operating Income as a % of revenues	18		%	15		%
Restructuring charges	$	—		$	12		$	(12	)	n/m
Depreciation and amortization	$	60		$	64		$	(4	)	(6	)%
Capital expenditures	$	37		$	21		$	16		76	%

n/m - not meaningful

For the ~~timing~~six months ended June 30, 2016, the 12% increase in revenues was driven by 26% growth in network advertising revenues, driven by the broadcast of ~~certain sporting events~~Super Bowl 50; one additional NFL playoff game broadcast on ~~the~~ CBS ~~Television Network. Advertising revenues~~in 2016 compared to 2015; and 7% growth in underlying network advertising. Additionally, affiliate and subscription fees grew 63% for the six months ended June 30, ~~2015, decreased $131 million, or 4%, to $3.38 billion, driven~~2016 as a result of higher station affiliation fees, retransmission revenues and subscription growth for CBS All Access. These increases were partially offset by ~~the broadcast ofone fewer NFL playoff game in 2015 and the timing of certain other sporting events broadcast on the CBS Television Network, as well as~~ lower ~~Local Broadcasting advertising revenues.~~

The Company recently completed the CBS Television Network’s upfront advertising sales (“Upfront”) for the 2015/2016 television broadcast season, which runs from the middle of September 2015, through the middle of September 2016. A significant portion of advertising spots for the CBS Television Network’s non-sports programming is sold during the Upfront each year. Compared with the prior season, this year’s Upfront concluded with pricing increases and lower overall volume, resulting in more advertising spots available in the scatter advertising market, which is when advertisers purchase the remaining advertising spots closer to the broadcast of the related programming. Overall advertising revenues for the Company will be dependent on ratings for its programming and demand in the overall advertising marketplace. Additionally, in the second half of 2015 the local advertising revenue comparison will be impacted by the benefit in 2014 from political advertising spending associated with midterm elections.

~~Content~~content licensing and distribution revenues ~~for the three months ended June 30, 2015 decreased $88 million, or 10%,~~due to ~~$815 million primarily reflecting~~ lower domestic ~~television~~ licensing, ~~revenues~~ as ~~the second quarter of 2014 included a~~2015 benefited from significant ~~streaming sale~~domestic licensing sales of ~~Criminal Minds~~NCIS and CSI, partially offset by ~~higher~~growth in international ~~television~~ licensing revenues from the sales of Star Trek series. The revenue comparison was alsoimpacted by the sales of internet businesses in China during 2015.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

For the six months ended June 30, ~~2015 content licensing~~2016, the 32% increase in operating income was primarily a result of the increase in revenues.

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

Three Months Ended June 30, 2016 and 2015



	Three Months Ended June 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	536		$	615		$	(79	)	(13	)%
Segment Operating Income	$	227		$	220		$	7		3	%
Segment Operating Income as a % of revenues	42		%	36		%
Depreciation and amortization	$	5		$	6		$	(1	)	(17	)%
Capital expenditures	$	2		$	2		$	—		—	%

For the three months ended June 30, 2016, revenues decreased ~~$133~~13%as the second quarter of 2015 benefited from the distribution of the Floyd Mayweather/Manny Pacquiao boxing event, which was the highest-grossing pay-per-view event of all time. This boxing event negatively impacted the revenue comparison by 24 percentage points. Underlying results reflect higher revenues from the domestic and international licensing of Showtime original series, including House of Lies, and 5% growth in affiliate and subscription fees, driven by Showtime Networks’ over-the-top service. As of June 30, 2016 subscriptions totaled 77 million ~~or 7%~~for Showtime Networks (including Showtime, ~~to $1.84 billion reflecting lower domestic television~~The Movie Channel and Flix), 56 million for CBS Sports Network and 34 million for Smithsonian Networks.

For the three months ended June 30, 2016, the 3%increase in operating income primarily reflects growth from the licensing of Showtime original series and Showtime Networks’ over-the-top service, partially offset by increased investment in original series. The pay-per-view boxing event did not have a significant impact on operating income as the 2015 revenues ~~partially~~were significantly offset by associated costs.

Six Months Ended June 30, 2016 and 2015

~~- 32-~~



	Six Months Ended June 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	1,061		$	1,154		$	(93	)	(8	)%
Segment Operating Income	$	455		$	471		$	(16	)	(3	)%
Segment Operating Income as a % of revenues	43		%	41		%
Depreciation and amortization	$	11		$	12		$	(1	)	(8	)%
Capital expenditures	$	4		$	3		$	1		33	%

For the six months ended June 30, 2016, revenues decreased 8% as the 2015 period benefited from the distribution of the aforementioned pay-per-view boxing event. The decrease in pay-per-view revenues negatively impacted the revenue comparison by 12 percentage points. This decrease was partially offset by growth in revenues from Showtime Networks’ over-the-top service.

For the six months ended June 30, 2016, the 3% decrease in operating income was primarily driven by increased investment in programming, including costs associated with the 2016 series premiere of Billions. Growth from Showtime Networks’ over-the-top service partially offset this decline.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

offset by higher international television licensing revenues. For the remainder of 2015, the content licensing and distribution revenue comparison will continue to be impacted by fluctuations resulting from the timing of the availability of Company-owned television series for multiyear licensing agreements as these revenues are recognized at the beginning of the license period.

~~Affiliate~~Publishing (Simon & Schuster)

Three Months Ended June 30, 2016 and ~~subscription fees for~~2015



	Three Months Ended June 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	187		$	199		$	(12	)	(6	)%
Segment Operating Income	$	26		$	25		$	1		4	%
Segment Operating Income as a % of revenues	14		%	13		%
Depreciation and amortization	$	2		$	2		$	—		—	%
Capital expenditures	$	3		$	2		$	1		50	%

For the three months ended June 30, ~~2015increased $166 million~~2016, the 6% decrease in revenues reflects lower book sales partially offset by growth in digital audio sales. Digital revenues represented 23% of Publishing’s total revenues for the second quarter of 2016. Best-selling titles in the second quarter of 2016 included ~~, or~~ End of Watch~~28%, to $752 million~~ by Stephen King and ~~for~~Foreign Agent by Brad Thor.

For the three months ended June 30, 2016, the 4% increase in operating income was driven by lower production, selling and inventory costs, which more than offset the revenue decline.

Six Months Ended June 30, 2016 and 2015



	Six Months Ended June 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	332		$	344		$	(12	)	(3	)%
Segment Operating Income	$	39		$	37		$	2		5	%
Segment Operating Income as a % of revenues	12		%	11		%
Depreciation and amortization	$	3		$	3		$	—		—	%
Capital expenditures	$	6		$	2		$	4		200	%

For the six months ended June 30, ~~2015 increased $227 million, or 20%, to $1.38 billion. These increases were principally driven by higher~~2016, the 3% decrease in revenues ~~from pay-per-view boxing events, as well as growth in station affiliation fees, retransmission revenues,~~reflects lower digital and cable affiliate fees from growth in rates. For the remainder of 2015, the Company expects continued growth in affiliate and subscription fees. Over the next few years the Company expects to renew a significant portion of its agreements with station affiliates and MVPDs, which is expected to result in continued future growth in affiliate and subscription fees.print book sales.

~~International Revenues~~

The Company generated approximately 14% and 12% of its total revenues from international regions for the three months ended June 30, 2015 and 2014, respectively, and generated 15% and 14% of its total revenues from international regions forFor the six months ended June 30, ~~2015 and 2014, respectively.~~

~~Operating Expenses~~

~~The following table presents~~2016, the ~~Company’s consolidated~~5% increase in operating ~~expenses by type for the three and six months ended June 30, 2015 and 2014.~~

Three Months Ended June 30,

Percentage
of Total

Percentage
of Total
Increase/(Decrease)
Operating Expenses by Type 2015 2014 $ %
Programming $ 683
36 % $ 558
31 % $ 125
22 %
Production 600
32 % 556
31 % 44
8 %
Participation, distribution and royalty 244
12 % 311
17 % (67 ) (22 )%
Other 380
20 % 373
21 % 7
2 %
Total Operating Expenses $ 1,907
100 % $ 1,798
100 % $ 109
6 %

Six Months Ended June 30,

Percentage
of Total

Percentage
of Total
Increase/(Decrease)
Operating Expenses by Type 2015 2014 $ %
Programming $ 1,515
38 % $ 1,437
37 % $ 78
5 %
Production 1,257
31 % 1,155
29 % 102
9 %
Participation, distribution and royalty 546
13 % 606
16 % (60 ) (10 )%
Other 731
18 % 721
18 % 10
1 %
Total Operating Expenses $ 4,049
100 % $ 3,919
100 % $ 130
3 %

~~Programming expenses for the three months ended June 30, 2015 increased~~$125 million, or 22%, to $683 million from $558 million for the same prior-year period and for the six months ended June 30, 2015, increased $78 million, or 5%, to $1.52 billion for the same prior-year period. These increases were primarilyincome was driven by ~~higher sports programming~~lower production, selling and inventory costs, ~~mainly associated with Showtime Networks’ distribution of a pay-per-view boxing event.~~which more than offset the decline in revenues.

~~- 33-~~

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~Production expenses for~~Local Broadcasting (CBS Television Stations and CBS Radio)

Three Months Ended June 30, 2016 and 2015



	Three Months Ended June 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	647		$	654		$	(7	)	(1	)%
Segment Operating Income	$	212		$	198		$	14		7	%
Segment Operating Income as a % of revenues	33		%	30		%
Restructuring charges	$	—		$	43		$	(43	)	n/m
Depreciation and amortization	$	18		$	19		$	(1	)	(5	)%
Capital expenditures	$	10		$	11		$	(1	)	(9	)%

n/m - not meaningful

For the three months ended June 30, ~~2015 increased $44 million, or 8%, to $600 million~~ ~~from~~ ~~$556 million~~2016, the 1% decrease in revenues was primarily driven by the absence of CBS’s broadcast of the NCAA Tournament finals, which was broadcast by Turner in 2016, and lower local radio advertising, partially offset by growth in retransmission revenues. Revenues for ~~the same prior-year period~~CBS Television Stations and ~~increased $102 million, or 9%, to $1.26 billion for the six months ended June 30, 2015, primarily reflecting an increased investment in internally developed television series.~~CBS Radio each decreased 1%.

~~Participation, distribution and royalty expenses for~~For the three months ended June 30, 2016, the 7% increase in operating income reflects lower expenses as a result of restructuring activities in 2015, ~~decreased $67 million, or 22%, to $244 million from $311 million for~~which more than offset the same prior-year period, primarily reflecting lower participations and residuals associated with lower television licensing revenues. For the six months ended June 30, 2015, participation, distribution and royalty expenses decreased $60 million, or 10%, to $546 million compared with the same prior-year period principally reflecting lower costs for feature films and books as well as lower participations and residuals associated with lower television licensing revenues.

~~Selling, General and Administrative Expenses~~

~~Selling, general and administrative (“SG&A”) expenses, which include expenses incurred for selling and marketing costs, occupancy and back office support, increased $16 million, or 3%, to $605~~revenue decline. Restructuring charges of $43 million for the three months ended June 30, 2015 primarily reflected severance costs and ~~increased $17 million, or 1%,~~costs associated with exiting contractual obligations at CBS Television Stations and CBS Radio.

In the second half of 2016, local advertising revenues are expected to ~~$1.19 billion for~~benefit from higher political spending associated with U.S. federal and state elections.

Six Months Ended June 30, 2016 and 2015



	Six Months Ended June 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	1,296		$	1,250		$	46		4	%
Segment Operating Income	$	418		$	359		$	59		16	%
Segment Operating Income as a % of revenues	32		%	29		%
Restructuring charges	$	—		$	43		$	(43	)	n/m
Depreciation and amortization	$	37		$	40		$	(3	)	(8	)%
Capital expenditures	$	21		$	18		$	3		17	%

n/m - not meaningful

For the six months ended June 30, ~~2015, primarily~~2016, the 4% increase in revenues was driven by 8% growth at CBS Television Stations, reflecting the broadcast of Super Bowl 50 on CBS during the first quarter of 2016, higher ~~employee-related costs. SG&A expenses as a percentage of~~political advertising sales and growth in retransmission revenues. This growth was partially offset by lower radio revenues, ~~for~~which decreased 2%.

For the ~~three and~~ six months ended June 30, ~~2015 were 19%~~2016, the 16% increase in operating income was driven by the revenue growth and ~~18%, respectively, versus 18%~~lower expenses resulting from restructuring activities in 2015.

Management’s Discussion and ~~17%~~Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

In connection with the Company’s previously announced plans to separate its radio business, in July 2016, a preliminary registration statement was filed with the SEC for the ~~same prior-year periods.~~proposed initial public offering of the common stock of CBS Radio Inc.

~~Restructuring Charges~~Corporate

During the second quarter of 2015, 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 $55 million, reflecting $34 million of severance costs and $21 million of costs associated with exiting contractual obligations and other related costs. These restructuring activities are expected to reduce the Company’s annual cost structure by approximately $70 million.

During the year ended December 31, 2014, the Company recorded restructuring charges of $26 million, reflecting $17 million of severance costs and $9 million of costs associated with exiting contractual obligations.

~~As of~~Three Months Ended June 30, ~~2015, the cumulative settlements for the 2015~~2016 and 2014 restructuring charges were $24 million, of which $17 million was for severance costs and $7 million was for costs associated with contractual obligations. The Company expects to substantially utilize its restructuring reserves by the end of 2016.2015

Balance at 2015 2015 Balance at
December 31, 2014 Charges Settlements June 30, 2015
Entertainment $ 6
$ 12
$ (4 ) $ 14

Local Broadcasting 10
43
(11 ) 42

Corporate 2
—
(1 ) 1

Total $ 18
$ 55
$ (16 ) $ 57



	Three Months Ended June 30,
							Increase/(Decrease)
	2016			2015			$			%
Segment Operating Loss	$	(83	)	$	(64	)	$	(19	)	(30	)%
Depreciation and amortization	$	8		$	7		$	1		14	%
Capital expenditures	$	2		$	1		$	1		100	%

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 June 30, 2016, the 30% increase in corporate expenses primarily reflects higher pension and other employee-related costs.

Six Months Ended June 30, 2016 and 2015

2014 2014 Balance at
Charges Settlements December 31, 2014
Entertainment $ 8
$ (2 ) $ 6

Publishing 1
(1 ) —

Local Broadcasting 14
(4 ) 10

Corporate 3
(1 ) 2

Total $ 26
$ (8 ) $ 18



	Six Months Ended June 30,
							Increase/(Decrease)
	2016			2015			$			%
Segment Operating Loss	$	(167	)	$	(132	)	$	(35	)	(27	)%
Depreciation and amortization	$	16		$	15		$	1		7	%
Capital expenditures ^(a)	$	11		$	2		$	9		n/m

n/m - ~~34-~~not meaningful

(a) Primarily reflects the timing of capital projects.

For the six months ended June 30, 2016, the 27% increase in corporate expenses primarily reflects higher pension and other employee-related costs.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~Depreciation and Amortization~~

~~For~~Financial Position



	At			At			Increase/(Decrease)
	June 30, 2016			December 31, 2015			$			%
Current Assets:
Cash and cash equivalents		$	176		$	323	$	(147	)	(46	)%
Receivables, net ^(a)		3,243			3,628		(385		)	(11	)
Programming and other inventory ^(b)		1,224			1,271		(47		)	(4	)
Prepaid income taxes ^(c)		39			101		(62		)	(61	)
All other current assets		414			424		(10		)	(2	)
Total current assets		$	5,096		$	5,747	$	(651	)	(11	)%

(a) The decrease is primarily due to seasonality.

(b) The decrease mainly reflects the ~~three months ended June 30, 2015, depreciation and amortization decreased $5 million, or 7%,~~timing of payments for sports programming.

(c) The decrease is primarily due to ~~$66 million and for~~ the ~~six months ended June 30, 2015, depreciation and amortization decreased $8 million, or 6%,~~timing of income tax payments.



	At			At			Increase/(Decrease)
	June 30, 2016			December 31, 2015			$			%
Other assets ^(a)		$	2,582		$	2,661	$	(79	)	(3	)%

(a) The decrease primarily reflects lower long-term receivables associated with revenues from television licensing agreements.



	At			At			Increase/(Decrease)
	June 30, 2016			December 31, 2015			$			%
Current Liabilities:
Accounts payable		$	121		$	192	$	(71	)	(37	)%
Accrued compensation ^(a)		231			315		(84		)	(27	)
Program rights		322			374		(52		)	(14	)
Deferred revenues ^(b)		156			295		(139		)	(47	)
Commercial paper		163			—		163			n/m
Current portion of long-term debt ^(c)		23			222		(199		)	(90	)
All other current liabilities		2,071			2,162		(91		)	(4	)
Total current liabilities		$	3,087		$	3,560	$	(473	)	(13	)%

n/m - not meaningful

(a) The decrease is due to ~~$134 million as a~~the timing of payments.

(b) The decrease primarily reflects the timing of advertising revenues.

~~Interest Expense~~

~~For~~ the ~~three and six months ended June 30, 2015, interest expense remained flat at $94 million and $187 million, respectively, compared with the same prior-year periods.~~

~~At June 30, 2015 and 2014, the Company had $7.71 billion and $5.87 billion~~repayment of long-term debt outstanding, at weighted average interest rates of 4.74% and 5.93%, respectively. During July 2015, the Company issued $800 million of 4.00% senior notes due 2026. At July 31, 2015, the Company had $8.49 billion of long-term debt outstanding at a weighted average interest rate of 4.67%. At June 30, 2015 and 2014 the Company also had $394 million and $381$200 million of outstanding ~~commercial paper borrowings at weighted average interest rates of 0.47% and 0.28%, respectively.~~senior debentures upon maturity in January 2016.

~~Interest Income~~

~~For the three months ended June 30, 2015, interest income increased $4 million to $7 million and for the six months ended June 30, 2015, interest income increased $6 million to $12 million.~~

~~Other Items, Net~~

For the six months ended June 30, 2015, “Other items, net” principally included foreign exchange losses of $18 million ($11 million, net of tax) associated with the strengthening of the U.S. dollar during the period, offset by a gain of $19 million ($3 million, net of tax) on the sale of an Internet business in China. For the three months ended June 30, 2015 and the three and six months ended June 30, 2014, “Other items, net” primarily consisted of foreign exchange gains.

~~Provision for Income Taxes~~

The provision for income taxes was $165 million for the three months ended June 30, 2015 and $217 million for the three months ended June 30, 2014, reflecting an effective income tax rate of 32.8% and 33.6%, respectively. For the six months ended June 30, 2015, the provision for income taxes was $368 million compared to $451 million for the six months ended June 30, 2014, reflecting an effective income tax rate of 33.1% and 33.4%, respectively.

~~- 35-~~

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~Equity~~Cash Flows

The changes in ~~Loss of Investee Companies, Net of Tax~~cash and cash equivalents were as follows:



	Six Months Ended June 30,
	2016			2015			Increase/(Decrease)
Net cash flow provided by (used for) operating activities from:
Continuing operations	$	1,253		$	881			$	372
Discontinued operations	(2		)	(18		)		16
Net cash flow provided by operating activities	1,251			863				388
Net cash flow used for investing activities from:
Continuing operations	(142		)	(39		)		(103		)
Discontinued operations	—			(3		)		3
Net cash flow used for investing activities	(142		)	(42		)		(100		)
Net cash flow used for financing activities	(1,256		)	(929		)		(327		)
Net decrease in cash and cash equivalents	$	(147	)	$	(108	)		$	(39	)

Equity in loss of investee companies, net of tax, reflects the Company’s share of the operating results of its equity investments. For the three months ended June 30, 2015, equity in loss of investee companies, net of tax, decreased $4 million to a loss of $6 million compared to the same prior-year period. Operating Activities. For the six months ended June 30, ~~2015, equity~~2016, the increase in ~~loss of investee companies, net of tax, decreased $1 million to a loss~~ cash provided by operating activities was primarily driven by growth in affiliate and subscription fees and higher advertising revenues, including the broadcast of ~~$19 million compared to the same prior-year period.~~Super Bowl 50, partially offset by increased investment in content and higher payments for income taxes.

~~Net Earnings from Continuing Operations and Diluted EPS from Continuing Operations~~

~~Net earnings from continuing operations of $332 million~~Cash paid for ~~the three months ended June 30, 2015 decreased $86 million, or 21%, versus $418 million for the same prior-year period and~~income taxes for the six months ended June 30, 2016 and 2015 ~~decreased $154 million, or 18%, to $726 million compared with $880 million~~was as follows:



	Six Months Ended June 30,
	2016				2015
Cash taxes included in operating activities		$	307			$	207
Excess tax benefits from the exercise of stock options and vesting of restricted stock units, included in financing activities		(11		)		(82		)
Cash paid for income taxes		$	296			$	125

The increase in cash paid for income taxes was driven by the ~~same prior-year period. Diluted EPS from continuing operations decreased $.05 to $.67 for the second quarter of~~ ~~2015~~ ~~and decreased $.04 to $1.45 for~~increase in pretax earnings, as well lower federal tax refunds applied during the six months ended June 30, 2015 compared with the same prior-year periods. These decreases were primarily driven by the decline in operating income. Comparability of results for both the three and six months ended June 30, 2015 was impacted by 2015 restructuring charges of $33 million, net of tax ($.07 per diluted share). The impact on EPS from the net earnings decline was partially offset by lower weighted average shares outstanding as a result of the Company's ongoing share repurchase program and the Split-Off of Outdoor Americas during the third quarter of 2014.2016.

~~Net Earnings from Discontinued~~Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

~~Net earnings from discontinued operations~~(Tabular dollars in millions, except per share amounts)

Investing Activities



	Six Months Ended June 30,
	2016				2015
Acquisitions ^(a)		$	(51	)		$	(1	)
Capital expenditures ^(b)		(79		)		(46		)
Investments in and advances to investee companies ^(c)		(43		)		(55		)
Proceeds from dispositions ^(d)		27				59
Other investing activities		4				4
Net cash flow used for investing activities from continuing operations		(142		)		(39		)
Net cash flow used for investing activities from discontinued operations		—				(3		)
Net cash flow used for investing activities		$	(142	)		$	(42	)

(a) 2016 primarily reflects the acquisition of ~~$21 million and $27 million~~a sports-focused digital media business.

(b) Primarily reflects the timing of capital projects. Capital expenditures for the full year 2016 are expected to be at a similar level as the prior three years, which ranged from $193 million to $212 million.

(c) Mainly includes the Company’s investment in The CW as well as its other domestic and ~~six months ended June 30, 2014, respectively, reflected the results~~international television joint ventures.

(d) Primarily reflects sales of ~~Outdoor Americas, which was disposed of~~internet businesses in ~~third quarter of 2014.~~China.

~~Net Earnings and Diluted EPS~~Financing Activities

For the three months ended June 30, 2015, net earnings of $332 million decreased $107 million, or 24%, from $439 million for the same prior-year period and diluted EPS of $.67 decreased $.09, or 12%, from $.76 for the same prior-year period. For the six months ended June 30, 2015, net earnings were $726 million compared to $907 million for the same prior-year period and diluted EPS of $1.45 decreased $.09, or 6%, from $1.54 for the same prior-year period.



	Six Months Ended June 30,
	2016				2015
Repurchase of CBS Corp. Class B Common Stock		$	(1,033	)		$	(1,832	)
Proceeds from (repayments of) short-term debt borrowings, net		163				(222		)
Proceeds from issuance of senior notes		—				1,178
Repayment of senior debentures		(199		)		—
Dividends		(142		)		(155		)
Proceeds from exercise of stock options		10				123
All other financing activities, net		(55		)		(21		)
Net cash flow used for financing activities		$	(1,256	)		$	(929	)

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

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.

~~- 36-~~

~~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 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.


	Six Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2016			2015
Net cash flow provided by operating activities	$	863		$	624		$	1,251		$	863
Capital expenditures	(46		)	(69		)	(79		)	(46		)
Exclude operating cash flow from discontinued operations	(18		)	31			(2		)	(18		)
Free cash flow	$	835		$	524		$	1,174		$	835

~~- 37-~~

Repurchase of Company Stock and Cash Dividends

During the second quarter of 2016, the Company repurchased 9.2 million shares of its Class B Common Stock under its share repurchase program for $500 million, at an average cost of $54.21 per share. During the six months ended June 30, 2016, the Company repurchased 19.5 million shares of its Class B Common Stock for $1.00 billion, at an average cost of $51.27 per share, leaving $1.00 billion of authorization at June 30, 2016.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~Segment Results~~On July 28, 2016, the Company announced that its Board of ~~Operations~~Directors approved an increase to the Company’s share repurchase program to a total availability of $6.0 billion. Repurchases are expected to be funded by cash flows from operations and, as appropriate, with short-term borrowings, including commercial paper, and/or the issuance of long-term debt.

During the second quarter of 2016, the Company declared a quarterly cash dividend of $.15 on its Class A and Class B Common Stock, resulting in total dividends of $69 million, payable on July 1, 2016.

On July 28, 2016, the Company announced that its Board of Directors approved a 20% increase to the quarterly cash dividend on the Company’s Class A and Class B Common Stock from $.15 to $.18 per share, payable on October 1, 2016, to shareholders of record on September 9, 2016.

Capital Structure

The following table sets forth the Company’s debt.



	At			At
	June 30, 2016			December 31, 2015
Commercial paper		$	163		$	—
Senior debt (1.95% – 7.875% due 2016 – 2045) ^(a)		8,167			8,365
Obligations under capital leases		79			83
Total debt		8,409			8,448
Less commercial paper		163			—
Less current portion of long-term debt		23			222
Total long-term debt, net of current portion		$	8,223		$	8,226

(a) At June 30, 2016 and December 31, 2015, the senior debt balances included (i) a net unamortized discount of $43 million and $45 million, respectively, (ii) unamortized deferred financing costs of $42 million and $44 million, respectively, and (iii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $11 million and $14 million, respectively. The face value of the Company’s senior debt was $8.24 billion and $8.44 billion at June 30, 2016 and December 31, 2015, respectively.

During July 2016, the Company ~~presents operating income (loss) excluding restructuring charges and impairment charges, if any, (“Segment Operating Income”) as the primary measure~~issued $700 million of ~~profit and loss for its operating segments (“segment profit measure”) in accordance with FASB guidance for segment reporting.~~2.90% senior notes due 2027. The Company ~~began presenting Segment Operating Income as~~is using the net proceeds from this issuance for general corporate purposes, including the repurchase of CBS Corp. Class B Common Stock and repayment of short-term borrowings, including commercial paper.

During January 2016, the Company repaid its ~~segment profit measure in~~$200 million of outstanding 7.625% senior debentures upon maturity.

Commercial Paper

At June 30, 2016, the ~~first quarter~~Company had $163 million of ~~2015 in order to align~~outstanding commercial paper borrowings under its $2.5 billion commercial paper program at a weighted average interest rate of 0.72% and with ~~the primary method the Company's management began using in 2015 to evaluate segment performance and to make decisions regarding the allocation~~maturities of ~~resources to its segments.~~less than 45 days. The Company ~~believes~~had no outstanding commercial paper borrowings at December 31, 2015.

Credit Facility

During June 2016, the ~~presentation of Segment Operating Income is relevant~~Company amended and ~~useful for investors because it allows investors to view segment performance~~restated its $2.5 billion revolving credit facility (the “Credit Facility”). The amended Credit Facility expires in ~~a manner~~June 2021 and contains provisions that are substantially similar to the ~~primary method used by~~previous Credit Facility, which was due to expire in December 2019. The Credit Facility requires the ~~Company’s management and enhances their ability~~Company to ~~understand~~maintain a maximum Consolidated Leverage Ratio of 4.5x at the ~~Company’s operating performance. The reconciliation~~end of ~~Segment Operating Income to the Company’s consolidated Net earnings is presented in Note 13 (Reportable Segments) to the consolidated financial statements.~~each quarter as further

Three Months Ended Six Months Ended
June 30, June 30,
2015 2014 2015 2014
Revenues:
Entertainment $ 1,785
$ 1,835
$ 4,046
$ 4,138
Cable Networks 615
516
1,154
1,053
Publishing 199
211
344
364
Local Broadcasting 654
665
1,250
1,291
Corporate/Eliminations (34 ) (39 ) (75 ) (88 )
Total Revenues $ 3,219
$ 3,188
$ 6,719
$ 6,758
Segment Operating Income (Loss):
Entertainment $ 262
$ 341
$ 608
$ 761
Cable Networks 220
213
471
467
Publishing 25
23
37
34
Local Broadcasting 198
215
359
394
Corporate (64 ) (62 ) (132 ) (135 )
Total Segment Operating Income 641
730
1,343
1,521
Restructuring charges (55 ) —
(55 ) —
Total Operating Income $ 586
$ 730
$ 1,288
$ 1,521
Depreciation and Amortization:
Entertainment $ 32
$ 35
$ 64
$ 72
Cable Networks 6
6
12
11
Publishing 2
1
3
3
Local Broadcasting 19
23
40
44
Corporate 7
6
15
12
Total Depreciation and Amortization $ 66
$ 71
$ 134
$ 142

~~- 38-~~

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 Global Distribution Group, CBS Interactive and CBS Films)~~

~~(Contributed~~ ~~55%~~ ~~and 60% to consolidated revenues for the~~ ~~three and six months endedJune 30, 2015, respectively, versus 58% and 61% for the comparable prior-year periods and 41% and 45% to total segment operating income for the~~ ~~three and six months endedJune 30, 2015, respectively, versus 47% and 50% for the comparable prior-year periods.)~~

Three Months Ended Six Months Ended
June 30, June 30,
2015 2014 2015 2014
Revenues $ 1,785
$ 1,835
$ 4,046
$ 4,138
Segment Operating Income $ 262
$ 341
$ 608
$ 761
Segment Operating Income as a % of revenues 15 % 19 % 15 % 18 %
Restructuring charges $ 12
$ —
$ 12
$ —
Depreciation and amortization $ 32
$ 35
$ 64
$ 72
Capital expenditures $ 13
$ 20
$ 21
$ 37

~~Three Months Ended~~ ~~June 30, 2015 and 2014~~

For the three months ended June 30, 2015, Entertainment revenues decreased $50 million, or 3%, to $1.79 billion from $1.84 billion for the same prior-year period reflecting lower content licensing and distribution and advertising revenues, partially offset by 50% growth in affiliate and subscription fees. Content licensing and distribution revenues decreased 10% reflecting lower domestic television licensing revenues, principally as a result of a significant streaming sale of ~~Criminal Minds~~ in the second quarter of 2014, partially offset by higher international television licensing revenues. Advertising revenues decreased 2% reflecting the disposition of an Internet business in China during the first quarter of 2015 and the timing of certain sporting events broadcast on the CBS Television Network.

For the three months ended June 30, 2015, Entertainment operating income decreased $79 million, or 23%, to $262 million from $341 million for the same prior-year period, driven by lower revenues and an increased investment in programming and digital distribution initiatives. For the three months ended June 30, 2015 restructuring charges primarily reflected severance costs.

~~Six Months EndedJune 30, 2015 and 2014~~

~~For the~~ ~~six months ended~~ June 30, 2015, Entertainment revenues decreased $92 million, or 2%, to $4.05 billion from $4.14 billion for the same prior-year period reflecting lower content licensing and distribution and advertising revenues, partially offset by 44% growth in affiliate and subscription fees. Content licensing and distribution revenues decreased 7% reflecting lower domestic television licensing revenues, partially offset by higher international television licensing revenues. Advertising revenues decreased 3% mainly because of the broadcast of~~one fewer NFL playoff game in 2015 and the timing of certain other sporting events broadcast on the CBS Television Network.~~

For the six months ended June 30, 2015, Entertainment operating income decreased $153 million, or 20%, to $608 million from $761 million for the same prior-year period, driven by the decline in revenues and an increased investment in sports and entertainment programming and digital distribution initiatives.

~~- 39-~~

~~Management’s Discussion and Analysis of~~

~~Results of Operations and Financial Condition (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

For the remainder of 2015, results are expected to benefit from continued growth in affiliate and subscription fees. In addition, comparability will be impacted by fluctuations resulting from the timing of the availability of Company-owned television series for multiyear licensing agreements as television license fee revenues are recognized at the beginning of the license period.

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

(Contributed 19% and 17% to consolidated revenues for the three and six months ended June 30, 2015, respectively, versus 16% for each of the comparable prior-year periods and 34% and 35% to total segment operating income for the three and six months ended June 30, 2015, respectively, versus 29% and 31% for the comparable prior-year periods.)

Three Months Ended Six Months Ended
June 30, June 30,
2015 2014 2015 2014
Revenues $ 615
$ 516
$ 1,154
$ 1,053
Segment Operating Income $ 220
$ 213
$ 471
$ 467
Segment Operating Income as a % of revenues 36 % 41 % 41 % 44 %
Depreciation and amortization $ 6
$ 6
$ 12
$ 11
Capital expenditures $ 2
$ 3
$ 3
$ 5

~~Three Months Ended~~ ~~June 30, 2015 and 2014~~

For the three months ended June 30, 2015, Cable Networks revenues of $615 million increased $99 million, or 19%, from $516 million for the same prior-year period, primarily reflecting revenues from the distribution of a pay-per-view boxing event. As of June 30, 2015 subscriptions totaled 77 million for Showtime Networks (including ~~Showtime~~, ~~The Movie Channel~~ ~~and~~ ~~Flix), 55 million for CBS Sports Network and 31 million for Smithsonian Networks.~~

For the three months ended June 30, 2015, Cable Networks operating income increased $7 million, or 3%, to $220 million from $213 million for the same prior-year period, as the revenue growth was significantly offset by higher programming costs for the pay-per-view boxing event.

~~Six Months EndedJune 30, 2015 and 2014~~

For the six months ended June 30, 2015, Cable Networks revenues increased $101 million, or 10%, to $1.15 billion from $1.05 billion for the same prior-year period, primarily driven by higher revenues from the distribution of pay-per-view boxing events. Revenue growth also reflects higher affiliate revenues from growth in rates, and increased revenues from the licensing of ~~Showtime~~ original series internationally, primarily from a new licensing agreement with Bell Media, partially offset by lower domestic licensing revenues as 2014 included a significant domestic streaming sale of ~~Dexter~~.

For the six months ended June 30, 2015, Cable Networks operating income increased $4 million, or 1%, to $471 million from $467 million for the same prior-year period, as the revenue growth was substantially offset by higher programming costs for pay-per-view boxing events and higher advertising costs to promote ~~Showtime~~ ~~original series.~~

~~In July 2015, the Company launched a~~ ~~Showtime-branded Internet streaming service that is available both on a stand-alone basis and through third-party Internet distributors. Subscribers to~~ ~~Showtime~~ ~~over the Internet have on demand access to~~ ~~Showtime~~ ~~original series, movies, documentaries and sports programming, as well as the live east and west coast linear feeds of~~ ~~Showtime.~~

~~- 40-~~

~~Management’s Discussion and Analysis of~~

~~Results of Operations and Financial Condition (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~Publishing~~ (~~Simon & Schuster~~)

(Contributed 6% and 5% to consolidated revenues for each of the three and six months ended June 30, 2015, respectively, versus 7% and 5% for the comparable prior-year periods and 4% and 3% to total segment operating income for the three and six months ended June 30, 2015, respectively, versus 3% and 2% for the comparable prior-year periods.)

Three Months Ended Six Months Ended
June 30, June 30,
2015
2014 2015 2014
Revenues $ 199
$ 211
$ 344
$ 364
Segment Operating Income $ 25
$ 23
$ 37
$ 34
Segment Operating Income as a % of revenues 13 % 11 % 11 % 9 %
Depreciation and amortization $ 2
$ 1
$ 3
$ 3
Capital expenditures $ 2
$ 1
$ 2
$ 1

~~Three Months Ended~~ ~~June 30, 2015 and 2014~~

For the three months ended June 30, 2015, Publishing revenues decreased $12 million, or 6%, to $199 million from $211 million for the same prior-year period, reflecting lower book sales. Digital revenues represented 24% of Publishing’s total revenues for the second quarter of 2015. Best-selling titles in the second quarter of 2015 included ~~TheWright Brothers~~ ~~by David McCullough and~~ ~~Finders Keepers~~ ~~by Stephen King, as well as the continued success of the Pulitzer Prize-winning 2014 release,~~ ~~All the Light We Cannot See~~ ~~by Anthony Doerr.~~

For the three months ended June 30, 2015, Publishing operating income increased $2 million, or 9%, to $25 million from $23 million for the same prior-year period as the revenue decline was more than offset by lower production and distribution costs.

~~Six Months EndedJune 30, 2015 and 2014~~

~~For the six months ended June 30, 2015, Publishing revenues decreased $20 million, or 5%, to $344 million from $364 million for the same prior-year period, mainly reflecting lower print book sales.~~

For the six months ended June 30, 2015, Publishing operating income increased $3 million, or 9%, to $37 million from $34 million for the same prior-year period, as the revenue decline was more than offset by lower production and distribution costs.

~~- 41-~~

~~Management’s Discussion and Analysis of~~

~~Results of Operations and Financial Condition (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~Local Broadcasting~~ (~~CBS Television Stations and CBS Radio~~)

(Contributed 20% and 19% to consolidated revenues for the three and six months ended June 30, 2015, respectively, versus 21% and 19% for the comparable prior-year periods, and 31% and 27% to total segment operating income for each of the three and six months ended June 30, 2015, respectively, versus 29% and 26% for the comparable prior-year periods.)

Three Months Ended Six Months Ended
June 30, June 30,
2015
2014 2015 2014
Revenues $ 654
$ 665
$ 1,250
$ 1,291
Segment Operating Income $ 198
$ 215
$ 359
$ 394
Segment Operating Income as a % of revenues 30 % 32 % 29 % 31 %
Restructuring charges $ 43
$ —
$ 43
$ —
Depreciation and amortization $ 19
$ 23
$ 40
$ 44
Capital expenditures $ 11
$ 12
$ 18
$ 20

~~Three Months Ended~~ ~~June 30, 2015 and 2014~~

For the three months ended June 30, 2015, Local Broadcasting revenues decreased $11 million, or 2%, to $654 million from $665 million for the same prior-year period, reflecting lower advertising revenues, partially offset by growth in affiliate and subscription fees. The lower advertising revenues primarily reflect lower political advertising and lower spending by advertisers in several industries, including entertainment, telecommunications and financial services. CBS Television Stations revenues increased 1%, and CBS Radio revenues decreased 5%.

For the three months ended June 30, 2015, Local Broadcasting operating income decreased $17 million, or 8%, to $198 million from $215 million for the same prior-year period, primarily reflecting the revenue decline. Restructuring charges of $43 million for the three months ended June 30, 2015 primarily reflected severance costs and costs associated with exiting contractual obligations at CBS Television Stations and CBS Radio.

For the remainder of 2015, affiliate and subscription fees are expected to continue to increase, while advertising revenues will be negatively impacted by lower political spending as 2014 benefited from midterm elections.

~~Six Months EndedJune 30, 2015 and 2014~~

For the six months ended June 30, 2015, Local Broadcasting revenues decreased $41 million, or 3%, to $1.25 billion from $1.29 billion for the same prior-year period, reflecting lower advertising revenues, partially offset by growth in affiliate and subscription fees. CBS Television Stations revenues decreased 1% and CBS Radio revenues decreased 6%.

For the six months ended June 30, 2015, Local Broadcasting operating income decreased $35 million, or 9%, to $359 million from $394 million for the same prior-year period, primarily reflecting the revenue decline.

As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, based on the Company's most recent annual impairment tests for goodwill and FCC licenses performed during the fourth quarter of 2014, the estimated fair value of the Company’s CBS Radio reporting unit exceeded its carrying value by 5% and the carrying value of FCC licenses in eleven radio markets was within 10% of their respective estimated fair values. If recent declines in the radio marketplace become other than temporary, the results of the next impairment test, which may be interim or annual, could reflect a downward revision in the estimated fair value of this reporting unit and/or its FCC licenses, which could result in a noncash impairment charge. Any impairment charge for goodwill and/or FCC licenses could have a material adverse effect on the Company’s reported net earnings.

~~- 42-~~

~~Management’s Discussion and Analysis of~~

~~Results of Operations and Financial Condition (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~Corporate~~

~~For the three months ended June 30, 2015, corporate expenses increased $2 million, or 3%, to $64 million from $62 million for the same prior-year period due to higher employee-related costs.~~

For the six months ended June 30, 2015, corporate expenses decreased $3 million, or 2%, to $132 million from $135 million for the same prior-year period due to lower pension and postretirement benefit costs.

~~Financial Position~~

Current assets decreased by $357 million to $5.23 billion at June 30, 2015 from $5.59 billion at December 31, 2014, primarily reflecting lower cash and cash equivalents and accounts receivable, primarily due to seasonality, partially offset by an increase in prepaid programming inventory, reflecting the timing of payments for sports programming. The allowance for doubtful accounts as a percentage of receivables was 1.9% and 1.4% at June 30, 2015 and December 31, 2014, respectively.

Current liabilities decreased by $566 million to $3.47 billion at June 30, 2015 from $4.03 billion at December 31, 2014, primarily driven by lower commercial paper borrowings and decreases in accounts payable and accrued compensation from the timing of payments.

Long-term debt increased $1.18 billion to $7.69 billion at June 30, 2015 from $6.51 billion at December 31, 2014 primarily reflecting the issuance of $600 million of 3.50% senior notes due 2025 and $600 million of 4.60% senior notes due 2045, during the first quarter of 2015. During July 2015, the Company issued $800 million of 4.00% senior notes due 2026.

~~Cash Flows~~

~~The changes in cash and cash equivalents were as follows:~~

Six Months Ended
June 30,
2015 2014
Cash provided by (used for) operating activities from:
Continuing operations $ 881
$ 593
Discontinued operations (18 ) 31
Cash provided by operating activities 863
624
Cash used for investing activities from:
Continuing operations (39 ) (126 )
Discontinued operations (3 ) (23 )
Cash used for investing activities (42 ) (149 )
Cash (used for) provided by financing activities from:
Continuing operations (929 ) (2,563 )
Discontinued operations —
2,175
Cash used for financing activities (929 ) (388 )
Net (decrease) increase in cash and cash equivalents $ (108 ) $ 87

~~- 43-~~

~~Management’s Discussion and Analysis of~~

~~Results of Operations and Financial Condition (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~Operating Activities.~~ ~~For the six months ended June 30, 2015 cash provided by operating activities from continuing operations increased~~$288 million to $881 million from $593 million for the same prior-year period, primarily reflecting lower income tax payments; the timing of receipts and payments relating to pay-per-view boxing events; and higher collections, resulting from increases in the Company's long-term licensing arrangements in recent years as revenues for these arrangements are recognized at the beginning of the applicable license period while the related cash is collected over the term of such license period.

Cash paid for income taxes from continuing operations for the six months ended June 30, 2015 was $125 million versus $212 million for the same prior-year period, primarily reflecting higher federal and state income tax refunds in 2015.

Cash used for operating activities from discontinued operations for the six months ended June 30, 2015 of $18 million primarily reflects a payment for a tax matter in a foreign jurisdiction related to a previously disposed business that is accounted for as a discontinued operation. During the next six months, the Company expects to make an additional payment of approximately $14 million, plus accrued interest, related to this matter.

~~Investing Activities.~~ Cash used for investing activities from continuing operations of $39 million for the six months ended June 30, 2015 principally reflected capital expenditures of $46 million and investments in domestic and international television joint ventures of $55 million, partially offset by proceeds from dispositions of $59 million, primarily from the sale of an Internet business in China. Cash used for investing activities from continuing operations of $126 million for the six months ended June 30, 2014 principally reflected capital expenditures of $69 million and investments in domestic and international television joint ventures of $64 million.

~~Financing Activities.~~ Cash used for financing activities of $929 million for the six months ended June 30, 2015 principally reflected the repurchase of CBS Corp. Class B Common Stock for $1.83 billion and repayments of short-term borrowings of $222 million, partially offset by proceeds from the issuance of senior notes of $1.18 billion. Cash used for financing activities from continuing operations of $2.56 billion for the six months ended June 30, 2014 principally reflected the repurchase of CBS Corp. Class B Common Stock for $2.47 billion and dividend payments of $145 million.

Cash provided by financing activities from discontinued operations of $2.18 billion for the six months ended June 30, 2014 principally reflected net proceeds from Outdoor Americas’ long-term debt borrowings and IPO.

~~Repurchase of Company Stock and Cash Dividends~~

~~During the second quarter of~~ ~~2015, the Company repurchased 13.2 million shares of its Class B Common Stock under its share repurchase program for~~ ~~$799 million~~, at an average cost of $60.38 per share. During the six months ended June 30, 2015, the Company repurchased 30.5 million shares of its Class B Common Stock for $1.80 billion, at an average cost of $59.07 per share, leaving $3.00 billion of authorization at June 30, 2015.

~~During the~~ ~~second quarter~~ of ~~2015, the Company declared a quarterly cash dividend of $.15 on its Class A and Class B Common Stock, resulting in total dividends of $75 million, payable on July 1, 2015.~~

~~- 44-~~

~~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
June 30, 2015 December 31, 2014
Commercial paper $ 394
$ 616

Senior debt (1.95% – 7.875% due 2016 – 2045) ^(a)
7,615
6,433

Obligations under capital leases 91
97

Total debt 8,100
7,146

Less commercial paper 394
616

Less current portion of long-term debt 20
20

Total long-term debt, net of current portion $ 7,686
$ 6,510

~~(a) At~~ ~~June 30, 2015~~ ~~and~~ ~~December 31, 2014, the senior debt balances included (i) a net unamortized discount of~~ ~~$33 million~~ ~~and~~ ~~$21 million~~, respectively, and (ii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $5 million and $14 million, respectively. At June 30, 2015, the senior debt balances also included an increase in the carrying value of the debt relating to outstanding fair value hedges of $3 million. Such amount was minimal at December 31, 2014. The face value of the Company’s senior debt was $7.64 billion and $6.44 billion at June 30, 2015 and December 31, 2014, respectively.

During July 2015, the Company issued $800 million of 4.00% senior notes due 2026. During January 2015, the Company issued $600 million of 3.50% senior notes due 2025 and $600 million of 4.60% senior notes due 2045. The Company is using the net proceeds from these issuances for general corporate purposes, including for the repurchase of CBS Corp. Class B Common Stock and repayment of short-term borrowings, including commercial paper.

At June 30, 2015, the Company classified $200 million of debt maturing in January 2016 as long-term debt on the Consolidated Balance Sheet, reflecting its intent and ability to refinance this debt on a long-term basis.

All of the Company’s long-term debt has been issued under fixed interest rate agreements. The Company has $600 million notional amount of fixed-to-floating rate swaps outstanding to hedge its $600 million of 2.30% senior notes due 2019. These interest rate swaps are designated as fair value hedges. The swaps expose the Company to movements in short-term interest rates. Based on the amount of fixed-to-floating rate swaps at June 30, 2015, a 100 basis point change in interest rates would cause a $6 million change to pretax earnings.

~~Commercial Paper~~

The Company had outstanding commercial paper borrowings under its $2.5 billion commercial paper program of $394 million at June 30, 2015 and $616 million at December 31, 2014 at weighted average interest rates of 0.47% and 0.46%, respectively and with maturities of less than forty-five days. The Company’s commercial paper borrowings fluctuate based on the timing of the Company’s cash requirements for its operating, investing and financing needs as well as the cash flows generated to meet these needs.

~~Credit Facility~~

At ~~June 30, 2015~~, the Company had a $2.5 billion revolving credit facility (the “Credit Facility”) which expires in December 2019. 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 June 30, ~~2015~~,2016, the Company’s Consolidated Leverage Ratio was approximately ~~2.5x~~2.4x.

~~- 45-~~

~~Management’s Discussion and Analysis of~~

~~Results of Operations and Financial Condition (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

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 June 30, ~~2015~~2016, 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.

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 June 30, ~~2015~~2016; 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.

Funding for the Company’s long-term debt obligations due over the next five years of ~~$2.00~~$2.10 billion is expected to come from the Company’s ability to refinance its debt and cash generated from operating activities.

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.

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~~

~~- 46-~~

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

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 June 30, ~~2015,~~2016, the Company had pending approximately ~~38,000~~34,790 asbestos claims, as compared with approximately ~~41,100~~36,030 as of December 31, ~~2014~~2015 and ~~43,730~~38,000 as of June 30, ~~2014.~~2015. During the second quarter of ~~2015,~~2016, the Company received approximately ~~1,020~~1,190 new claims and closed or moved to an inactive docket approximately ~~3,110~~1,440 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. ~~The~~In 2015, as the result of an insurance settlement, insurance recoveries exceeded the Company’s ~~total~~after tax costs for settlement and defense of asbestos claims by approximately $5 million. In 2014, the ~~years 2014 and 2013~~Company’s costs for settlement and defense of asbestos claims after insurance ~~recoveries~~ and ~~net of tax benefits~~taxes were approximately $11 ~~million and $29 million, respectively.~~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.

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. ~~In a substantial number of the pending claims, the plaintiff has not yet identified the claimed injury.~~ 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 trended down in the past five to ten years and has remained 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~~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.

Related Parties

See Note 54 to the consolidated financial statements.

Recent Pronouncements and Adoption of New Accounting Standards

See Note 1 to the consolidated financial statements.

~~- 47-~~

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

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, ~~2014,~~2015, for a discussion of the Company’s critical accounting policies.

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 ~~programming;~~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 ~~programming;~~content; the impact of negotiations or the loss of affiliation agreements or retransmission agreements; the ability to achieve the separation of the Company’s radio business on terms that the Company finds acceptable; the impact of union activity, including possible strikes or work stoppages or the Company’s inability to negotiate favorable terms for contract renewals; 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, ~~2014~~2015 and in our Quarterly Reports on Form 10-Q. 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.

~~- 48-~~

~~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~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014.~~2015.



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)



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



		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, ~~2015~~2016 and June 30, ~~2014~~2015	3

	Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended June 30, ~~2015~~2016 and June 30, ~~2014~~2015	4

	Consolidated Balance Sheets (Unaudited) at June 30, ~~2015~~2016 and December 31, ~~2014~~2015	5

	Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, ~~2015~~2016 and June 30, ~~2014~~2015	6

	Notes to Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition.	3029

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	4951

Item 4.	Controls and Procedures.	4951

	PART II – OTHER INFORMATION

Item 1A.	Risk Factors.	5052

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	5052

Item 5.	Other Information.	53

Item 6.	Exhibits.	5154


	At				At				At				At
	June 30, 2015				December 31, 2014				June 30, 2016				December 31, 2015
ASSETS
Current Assets:
Cash and cash equivalents		$	320			$	428			$	176			$	323
Receivables, less allowances of $60 (2015) and $50 (2014)		3,124				3,459
Programming and other inventory (Note 4)		1,156				922
Deferred income tax assets, net		119				104
Receivables, less allowances of $66 (2016) and $63 (2015)										3,243				3,628
Programming and other inventory (Note 3)										1,224				1,271
Prepaid income taxes		62				161				39				101
Prepaid expenses		123				129				174				175
Other current assets		328				386				240				249
Total current assets		5,232				5,589				5,096				5,747
Property and equipment		3,190				3,164				3,242				3,243
Less accumulated depreciation and amortization		1,814				1,731				1,886				1,838
Net property and equipment		1,376				1,433				1,356				1,405
Programming and other inventory (Note 4)		1,805				1,817
Programming and other inventory (Note 3)										2,069				1,957
Goodwill		6,663				6,698				6,531				6,481
Intangible assets		5,997				6,008				5,504				5,514
Other assets		2,559				2,488				2,582				2,661
Assets of discontinued operations		30				39
Total Assets		$	23,662			$	24,072			$	23,138			$	23,765

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	198			$	302			$	121			$	192
Accrued compensation		209				333				231				315
Participants’ share and royalties payable		975				999
Participants’ share and royalties payable										1,007				1,013
Program rights		406				404				322				374
Deferred revenues		136				206				156				295
Commercial paper (Note 6)		394				616
Current portion of long-term debt (Note 6)		20				20
Commercial paper (Note 5)										163				—
Current portion of long-term debt (Note 5)										23				222
Accrued expenses and other current liabilities		1,093				1,127				1,064				1,149
Current liabilities of discontinued operations		36				26
Total current liabilities		3,467				4,033				3,087				3,560
Long-term debt (Note 6)		7,686				6,510
Long-term debt (Note 5)										8,223				8,226
Pension and postretirement benefit obligations		1,515				1,564				1,545				1,575
Deferred income tax liabilities, net		1,611				1,530				1,574				1,509
Other liabilities		3,332				3,347				3,253				3,260
Liabilities of discontinued operations (Note 3)		88				118
Liabilities of discontinued operations										68				72

Commitments and contingencies (Note 10)
Commitments and contingencies (Note 9)

Stockholders’ Equity:
Class A Common stock, par value $.001 per share; 375 shares authorized; 38 (2015 and 2014) shares issued		—				—
Class B Common stock, par value $.001 per share; 5,000 shares authorized; 825 (2015) and 818 (2014) shares issued		1				1
Class A Common Stock, par value $.001 per share; 375 shares authorized; 38 (2016 and 2015) shares issued										—				—
Class B Common Stock, par value $.001 per share; 5,000 shares authorized; 828 (2016) and 826 (2015) shares issued										1				1
Additional paid-in capital		44,090				44,041				43,964				44,055
Accumulated deficit		(21,205		)		(21,931		)		(19,622		)		(20,518		)
Accumulated other comprehensive loss (Note 8)		(718		)		(735		)
Accumulated other comprehensive loss (Note 7)										(750		)		(770		)
		22,168				21,376				23,593				22,768
Less treasury stock, at cost; 379 (2015) and 349 (2014) Class B shares		16,205				14,406
Less treasury stock, at cost; 420 (2016) and 401 (2015) Class B shares										18,205				17,205
Total Stockholders’ Equity		5,963				6,970				5,388				5,563
Total Liabilities and Stockholders’ Equity		$	23,662			$	24,072			$	23,138			$	23,765



	At			At
	June 30, 2016			December 31, 2015
Acquired program rights		$	1,490		$	1,533
Internally produced programming:
Released		1,447			1,261
In process and other		308			392
Publishing, primarily finished goods		48			42
Total programming and other inventory		3,293			3,228
Less current portion		1,224			1,271
Total noncurrent programming and other inventory		$	2,069		$	1,957



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



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


	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2015			2014			2015			2014			2016			2015			2016			2015
Revenues	$	3,219		$	3,188		$	6,719		$	6,758		$	3,287		$	3,219		$	7,136		$	6,719
Expenses:
Costs and expenses:
Operating	1,907			1,798			4,049			3,919			1,861			1,907			4,217			4,049
Selling, general and administrative	605			589			1,193			1,176			630			605			1,247			1,193
Restructuring charges (Note 11)	55			—			55			—
Depreciation and amortization	66			71			134			142			63			66			127			134
Total expenses	2,633			2,458			5,431			5,237
Restructuring charges (Note 10)													—			55			—			55
Other operating items, net													—			—			(9		)	(19		)
Total costs and expenses													2,554			2,633			5,582			5,412
Operating income	586			730			1,288			1,521			733			586			1,554			1,307
Interest expense	(94		)	(94		)	(187		)	(187		)	(100		)	(94		)	(200		)	(187		)
Interest income	7			3			12			6			8			7			15			12
Other items, net	4			6			—			11			(4		)	4			(7		)	(19		)
Earnings from continuing operations before income taxes and equity in loss of investee companies	503			645			1,113			1,351
Earnings before income taxes and equity in loss of investee companies													637			503			1,362			1,113
Provision for income taxes	(165		)	(217		)	(368		)	(451		)	(205		)	(165		)	(436		)	(368		)
Equity in loss of investee companies, net of tax	(6		)	(10		)	(19		)	(20		)	(9		)	(6		)	(30		)	(19		)
Net earnings from continuing operations	332			418			726			880
Net earnings from discontinued operations, net of tax (Note 3)	—			21			—			27
Net earnings	$	332		$	439		$	726		$	907		$	423		$	332		$	896		$	726

Basic net earnings per common share:
Net earnings from continuing operations	$	.68		$	.73		$	1.47		$	1.52
Net earnings from discontinued operations	$	—		$	.04		$	—		$	.05
Net earnings	$	.68		$	.77		$	1.47		$	1.57
Basic net earnings per common share													$	.94		$	.68		$	1.97		$	1.47

Diluted net earnings per common share:
Net earnings from continuing operations	$	.67		$	.72		$	1.45		$	1.49
Net earnings from discontinued operations	$	—		$	.04		$	—		$	.05
Net earnings	$	.67		$	.76		$	1.45		$	1.54
Diluted net earnings per common share													$	.93		$	.67		$	1.95		$	1.45

Weighted average number of common shares outstanding:
Basic	490			570			494			578			451			490			455			494
Diluted	495			581			500			590			455			495			459			500

Dividends per common share	$	.15		$	.12		$	.30		$	.24		$	.15		$	.15		$	.30		$	.30



	Three Months Ended,					Six Months Ended
	June 30,					June 30,
	2015		2014			2015			2014
Net earnings	$	332	$	439		$	726		$	907
Other comprehensive income from continuing operations, net of tax:
Cumulative translation adjustments	2		(1		)	(2		)	(7		)
Amortization of net actuarial loss	9		7			18			14
Changes in fair value of cash flow hedges	—		—			1			—
Other comprehensive income from continuing operations, net of tax	11		6			17			7
Other comprehensive income from discontinued operations, net of tax	—		14			—			15
Total other comprehensive income, net of tax	11		20			17			22
Total comprehensive income	$	343	$	459		$	743		$	929



	Three Months Ended			Six Months Ended
	June 30, 2014			June 30, 2014
Revenues from discontinued operations	$	334		$	622
Earnings from discontinued operations	$	40		$	54
Income tax provision	(14		)	(22		)
Net earnings from discontinued operations, net of tax	26			32
Less: Net earnings from discontinued operations attributable to noncontrolling interest, net of tax	5			5
Net earnings from discontinued operations attributable to CBS Corp.	$	21		$	27


	Pension Benefits						Postretirement Benefits						Pension Benefits						Postretirement Benefits
Three Months Ended June 30,	2015			2014			2015			2014			2016			2015			2016			2015
Components of net periodic cost:
Service cost	$	8		$	8		$	—		$	—		$	7		$	8		$	—		$	—
Interest cost	53			59			4			6			53			53			5			4
Expected return on plan assets	(66		)	(66		)	—			—			(57		)	(66		)	—			—
Amortization of actuarial loss (gain) ^(a)	20			16			(5		)	(5		)	22			20			(6		)	(5		)
Net periodic cost	$	15		$	17		$	(1	)	$	1		$	25		$	15		$	(1	)	$	(1	)



	Cumulative Translation Adjustments			Net Actuarial Gain (Loss) and Prior Service Cost				Change in Fair Value of Cash Flow Hedges				Accumulated Other Comprehensive Loss
At December 31, 2014	$	158		$	(892	)		$	(1	)		$	(735	)
Other comprehensive income (loss) before reclassifications	(2		)	—				(1		)		(3		)
Reclassifications to net earnings	—			18			^(a)	2			^(b)	20
Net other comprehensive income (loss)	(2		)	18				1				17
At June 30, 2015	$	156		$	(874	)		$	—			$	(718	)



	Cumulative Translation Adjustments		Net Actuarial Gain (Loss) and Prior Service Cost				Accumulated Other Comprehensive Loss
At December 31, 2015	$	152	$	(922	)			$	(770	)
Other comprehensive income before reclassifications	1		—					1
Reclassifications to net earnings	—		19			^(a)		19
Net other comprehensive income	1		19					20
At June 30, 2016	$	153	$	(903	)			$	(750	)



	Continuing Operations									Discontinued Operations
	Cumulative Translation Adjustments			Net Actuarial Gain (Loss) and Prior Service Cost				Unrealized Gain on Securities		Other Comprehensive Income (Loss)		Accumulated Other Comprehensive Loss
At December 31, 2013	$	166		$	(729	)		$	3	$	15	$	(545	)
Other comprehensive income (loss) before reclassifications	(7		)	—				—		15		8
Reclassifications to net earnings	—			14			^(a)	—		—		14
Net other comprehensive income (loss)	(7		)	14				—		15		22
At June 30, 2014	$	159		$	(715	)		$	3	$	30	$	(523	)


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


~~(b)~~	~~Reflects loss recognized on designated foreign exchange contracts. See Note 12.~~6.


	Balance at			2015			2015				Balance at			Balance at			2016				Balance at
	December 31, 2014			Charges			Settlements				June 30, 2015			December 31, 2015			Settlements				June 30, 2016
Entertainment		$	6		$	12		$	(4	)		$	14		$	19		$	(10	)		$	9
Local Broadcasting		10			43			(11		)		42			34			(12		)		22
Corporate		2			—			(1		)		1			1			(1		)		—
Total		$	18		$	55		$	(16	)		$	57		$	54		$	(23	)		$	31



At June 30, 2016	Level 1		Level 2		Level 3		Total
Assets:
Foreign currency hedges	$	—	$	19	$	—	$	19
Total Assets	$	—	$	19	$	—	$	19
Liabilities:
Deferred compensation	$	—	$	317	$	—	$	317
Foreign currency hedges	—		4		—		4
Total Liabilities	$	—	$	321	$	—	$	321


	Statement of Operations															Statement of Operations
	For the Three Months Ended June 30, 2015															For the Three Months Ended June 30, 2016
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated			CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	34		$	3		$	3,182		$	—		$	3,219		$	36		$	3		$	3,248		$	—		$	3,287
Expenses:
Costs and expenses:
Operating	14			2			1,891			—			1,907			15			2			1,844			—			1,861
Selling, general and administrative	12			55			538			—			605			21			67			542			—			630
Restructuring charges	—			—			55			—			55
Depreciation and amortization	2			5			59			—			66			1			6			56			—			63
Total expenses	28			62			2,543			—			2,633
Total costs and expenses																37			75			2,442			—			2,554
Operating income (loss)	6			(59		)	639			—			586			(1		)	(72		)	806			—			733
Interest (expense) income, net	(118		)	(99		)	130			—			(87		)	(124		)	(106		)	138			—			(92		)
Other items, net	1			(11		)	14			—			4			(1		)	13			(16		)	—			(4		)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies	(111		)	(169		)	783			—			503			(126		)	(165		)	928			—			637
Benefit (provision) for income taxes	36			55			(256		)	—			(165		)	40			52			(297		)	—			(205		)
Equity in earnings (loss) of investee companies, net of tax	407			149			(6		)	(556		)	(6		)	509			289			(9		)	(798		)	(9		)
Net earnings	$	332		$	35		$	521		$	(556	)	$	332		$	423		$	176		$	622		$	(798	)	$	423
Total comprehensive income	$	343		$	34		$	542		$	(576	)	$	343		$	432		$	185		$	611		$	(796	)	$	432


	Statement of Operations															Statement of Operations
	For the Six Months Ended June 30, 2015															For the Six Months Ended June 30, 2016
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated			CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	65		$	6		$	6,648		$	—		$	6,719		$	83		$	6		$	7,047		$	—		$	7,136
Expenses:
Cost and expenses:
Operating	30			3			4,016			—			4,049			32			3			4,182			—			4,217
Selling, general and administrative	24			116			1,053			—			1,193			42			133			1,072			—			1,247
Restructuring charges	—			—			55			—			55
Depreciation and amortization	3			10			121			—			134			2			11			114			—			127
Total expenses	57			129			5,245			—			5,431
Other operating items, net																—			—			(9		)	—			(9		)
Total costs and expenses																76			147			5,359			—			5,582
Operating income (loss)	8			(123		)	1,403			—			1,288			7			(141		)	1,688			—			1,554
Interest (expense) income, net	(233		)	(197		)	255			—			(175		)	(248		)	(210		)	273			—			(185		)
Other items, net																(2		)	3			(8		)	—			(7		)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies	(225		)	(320		)	1,658			—			1,113			(243		)	(348		)	1,953			—			1,362
Benefit (provision) for income taxes	73			104			(545		)	—			(368		)	77			111			(624		)	—			(436		)
Equity in earnings (loss) of investee companies, net of tax	878			464			(19		)	(1,342		)	(19		)	1,062			549			(30		)	(1,611		)	(30		)
Net earnings	$	726		$	248		$	1,094		$	(1,342	)	$	726		$	896		$	312		$	1,299		$	(1,611	)	$	896
Total comprehensive income	$	743		$	247		$	1,115		$	(1,362	)	$	743		$	916		$	325		$	1,290		$	(1,615	)	$	916


	Statement of Operations															Statement of Operations
	For the Three Months Ended June 30, 2014															For the Three Months Ended June 30, 2015
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated			CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	35		$	3		$	3,150		$	—		$	3,188		$	34		$	3		$	3,182		$	—		$	3,219
Expenses:
Costs and expenses:
Operating	15			2			1,781			—			1,798			14			2			1,891			—			1,907
Selling, general and administrative	17			50			522			—			589			12			55			538			—			605
Depreciation and amortization	2			3			66			—			71			2			5			59			—			66
Total expenses	34			55			2,369			—			2,458
Restructuring charges																—			—			55			—			55
Total costs and expenses																28			62			2,543			—			2,633
Operating income (loss)	1			(52		)	781			—			730			6			(59		)	639			—			586
Interest (expense) income, net	(115		)	(95		)	119			—			(91		)	(118		)	(99		)	130			—			(87		)
Other items, net	1			(2		)	7			—			6			1			(11		)	14			—			4
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(113		)	(149		)	907			—			645
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies																(111		)	(169		)	783			—			503
Benefit (provision) for income taxes	39			51			(307		)	—			(217		)	36			55			(256		)	—			(165		)
Equity in earnings (loss) of investee companies, net of tax	513			292			(10		)	(805		)	(10		)	407			149			(6		)	(556		)	(6		)
Net earnings from continuing operations	439			194			590			(805		)	418
Net earnings from discontinued operations, net of tax	—			—			21			—			21
Net earnings	$	439		$	194		$	611		$	(805	)	$	439		$	332		$	35		$	521		$	(556	)	$	332
Total comprehensive income	$	459		$	191		$	609		$	(800	)	$	459		$	343		$	34		$	542		$	(576	)	$	343


	Statement of Operations															Statement of Operations
	For the Six Months Ended June 30, 2014															For the Six Months Ended June 30, 2015
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated			CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	68		$	6		$	6,684		$	—		$	6,758		$	65		$	6		$	6,648		$	—		$	6,719
Expenses:
Costs and expenses:
Operating	31			3			3,885			—			3,919			30			3			4,016			—			4,049
Selling, general and administrative	32			114			1,030			—			1,176			24			116			1,053			—			1,193
Depreciation and amortization	3			7			132			—			142			3			10			121			—			134
Total expenses	66			124			5,047			—			5,237
Restructuring charges																—			—			55			—			55
Other operating items, net																—			—			(19		)	—			(19		)
Total costs and expenses																57			129			5,226			—			5,412
Operating income (loss)	2			(118		)	1,637			—			1,521			8			(123		)	1,422			—			1,307
Interest (expense) income, net	(229		)	(188		)	236			—			(181		)	(233		)	(197		)	255			—			(175		)
Other items, net	1			(2		)	12			—			11			—			—			(19		)	—			(19		)
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(226		)	(308		)	1,885			—			1,351
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies																(225		)	(320		)	1,658			—			1,113
Benefit (provision) for income taxes	77			105			(633		)	—			(451		)	73			104			(545		)	—			(368		)
Equity in earnings (loss) of investee companies, net of tax	1,056			664			(20		)	(1,720		)	(20		)	878			464			(19		)	(1,342		)	(19		)
Net earnings from continuing operations	907			461			1,232			(1,720		)	880
Net earnings (loss) from discontinued operations, net of tax	—			(1		)	28			—			27
Net earnings	$	907		$	460		$	1,260		$	(1,720	)	$	907		$	726		$	248		$	1,094		$	(1,342	)	$	726
Total comprehensive income	$	929		$	456		$	1,255		$	(1,711	)	$	929		$	743		$	247		$	1,115		$	(1,362	)	$	743


	Balance Sheet															Balance Sheet
	At June 30, 2015															At June 30, 2016
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated			CBS Corp.			CBS Operations Inc.		Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Assets
Cash and cash equivalents	$	27		$	1		$	292		$	—		$	320		$	46		$	1	$	129		$	—		$	176
Receivables, net	24			2			3,098			—			3,124			22			2		3,219			—			3,243
Programming and other inventory	3			2			1,151			—			1,156			4			3		1,217			—			1,224
Prepaid expenses and other current assets	185			32			442			(27		)	632			91			39		350			(27		)	453
Total current assets	239			37			4,983			(27		)	5,232			163			45		4,915			(27		)	5,096
Property and equipment	51			163			2,976			—			3,190			46			183		3,013			—			3,242
Less accumulated depreciation and amortization	25			108			1,681			—			1,814			23			129		1,734			—			1,886
Net property and equipment	26			55			1,295			—			1,376			23			54		1,279			—			1,356
Programming and other inventory	6			7			1,792			—			1,805			5			7		2,057			—			2,069
Goodwill	98			62			6,503			—			6,663			98			62		6,371			—			6,531
Intangible assets	—			—			5,997			—			5,997			—			—		5,504			—			5,504
Investments in consolidated subsidiaries	42,042			12,149			—			(54,191		)	—			43,808			13,326		—			(57,134		)	—
Other assets	213			12			2,364			—			2,589			161			11		2,410			—			2,582
Intercompany	—			2,450			22,896			(25,346		)	—			—			2,000		25,313			(27,313		)	—
Total Assets	$	42,624		$	14,772		$	45,830		$	(79,564	)	$	23,662		$	44,258		$	15,505	$	47,849		$	(84,474	)	$	23,138
Liabilities and Stockholders’ Equity
Accounts payable	$	2		$	19		$	177		$	—		$	198		$	1		$	3	$	117		$	—		$	121
Participants’ share and royalties payable	—			—			975			—			975			—			—		1,007			—			1,007
Program rights	4			2			400			—			406			3			4		315			—			322
Commercial paper	394			—			—			—			394			163			—		—			—			163
Current portion of long-term debt	4			—			16			—			20			7			—		16			—			23
Accrued expenses and other current liabilities	403			210			888			(27		)	1,474			380			222		876			(27		)	1,451
Total current liabilities	807			231			2,456			(27		)	3,467			554			229		2,331			(27		)	3,087
Long-term debt	7,565			—			121			—			7,686			8,114			—		109			—			8,223
Other liabilities	2,943			245			3,358			—			6,546			2,889			242		3,309			—			6,440
Intercompany	25,346			—			—			(25,346		)	—			27,313			—		—			(27,313		)	—
Stockholders’ Equity:
Preferred stock	—			—			126			(126		)	—			—			—		126			(126		)	—
Common stock	1			123			590			(713		)	1			1			123		590			(713		)	1
Additional paid-in capital	44,090			—			60,894			(60,894		)	44,090			43,964			—		60,894			(60,894		)	43,964
Retained earnings (deficit)	(21,205		)	14,508			(17,017		)	2,509			(21,205		)	(19,622		)	15,225		(14,782		)	(443		)	(19,622		)
Accumulated other comprehensive income (loss)	(718		)	(4		)	102			(98		)	(718		)	(750		)	17		72			(89		)	(750		)
	22,168			14,627			44,695			(59,322		)	22,168			23,593			15,365		46,900			(62,265		)	23,593
Less treasury stock, at cost	16,205			331			4,800			(5,131		)	16,205			18,205			331		4,800			(5,131		)	18,205
Total Stockholders’ Equity	5,963			14,296			39,895			(54,191		)	5,963			5,388			15,034		42,100			(57,134		)	5,388
Total Liabilities and Stockholders’ Equity	$	42,624		$	14,772		$	45,830		$	(79,564	)	$	23,662		$	44,258		$	15,505	$	47,849		$	(84,474	)	$	23,138


	Statement of Cash Flows														Statement of Cash Flows
	For the Six Months Ended June 30, 2015														For the Six Months Ended June 30, 2016
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated			CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating activities	$	(301	)	$	(150	)	$	1,314		$	—	$	863		$	(476	)	$	(116	)	$	1,843		$	—	$	1,251
Investing Activities:
Acquisitions															—			—			(51		)	—		(51		)
Capital expenditures	—			(2		)	(44		)	—		(46		)	—			(11		)	(68		)	—		(79		)
Investments in and advances to investee companies	—			—			(55		)	—		(55		)	—			—			(43		)	—		(43		)
Proceeds from dispositions	—			—			59			—		59			(4		)	—			31			—		27
Other investing activities	4			—			(1		)	—		3			4			—			—			—		4
Net cash flow provided by (used for) investing activities from continuing operations	4			(2		)	(41		)	—		(39		)
Net cash flow used for investing activities from discontinued operations	(3		)	—			—			—		(3		)
Net cash flow provided by (used for) investing activities	1			(2		)	(41		)	—		(42		)
Net cash flow used for investing activities															—			(11		)	(131		)	—		(142		)
Financing Activities:
Repayments of short-term debt borrowings, net	(222		)	—			—			—		(222		)
Proceeds from issuance of notes, net	1,178			—			—			—		1,178
Proceeds from short-term debt borrowings, net															163			—			—			—		163
Repayment of senior debentures															(199		)	—			—			—		(199		)
Payment of capital lease obligations	—			—			(8		)	—		(8		)	—			—			(8		)	—		(8		)
Dividends	(155		)	—			—			—		(155		)	(142		)	—			—			—		(142		)
Purchase of Company common stock	(1,832		)	—			—			—		(1,832		)	(1,033		)	—			—			—		(1,033		)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(95		)	—			—			—		(95		)	(57		)	—			—			—		(57		)
Proceeds from exercise of stock options	123			—			—			—		123			10			—			—			—		10
Excess tax benefit from stock-based compensation	82			—			—			—		82			11			—			—			—		11
Other financing activities															(1		)	—			—			—		(1		)
Increase (decrease) in intercompany payables	1,185			152			(1,337		)	—		—			1,503			127			(1,630		)	—		—
Net cash flow provided by (used for) financing activities	264			152			(1,345		)	—		(929		)	255			127			(1,638		)	—		(1,256		)
Net decrease in cash and cash equivalents	(36		)	—			(72		)	—		(108		)
Net (decrease) increase in cash and cash equivalents															(221		)	—			74			—		(147		)
Cash and cash equivalents at beginning of period	63			1			364			—		428			267			1			55			—		323
Cash and cash equivalents at end of period	$	27		$	1		$	292		$	—	$	320		$	46		$	1		$	129		$	—	$	176



Consolidated results of operations					Increase/(Decrease)
Three Months Ended June 30,	2016		2015		$		%
Revenues	$	3,287	$	3,219	$	68	2	%
Operating income	$	733	$	586	$	147	25	%
Adjusted operating income ^(a)	$	733	$	641	$	92	14	%
Net earnings	$	423	$	332	$	91	27	%
Adjusted net earnings ^(a)	$	423	$	365	$	58	16	%
Diluted EPS	$	.93	$	.67	$	.26	39	%
Adjusted diluted EPS ^(a)	$	.93	$	.74	$	.19	26	%



	Three Months Ended June 30,
			% of Total Revenues				% of Total Revenues		Increase/(Decrease)
Revenues by Type	2016		% of Total Revenues		2015		% of Total Revenues		$			%
Advertising	$	1,552	47	%	$	1,594	50	%	$	(42	)	(3	)%
Content licensing and distribution	943		29		815		25		128			16
Affiliate and subscription fees	733		22		752		23		(19		)	(3	)
Other	59		2		58		2		1			2
Total Revenues	$	3,287	100	%	$	3,219	100	%	$	68		2	%



	Three Months Ended June 30,
			% of Operating Expenses				% of Operating Expenses		Increase/(Decrease)
Operating Expenses by Type	2016		% of Operating Expenses		2015		% of Operating Expenses		$			%
Programming	$	543	29	%	$	683	36	%	$	(140	)	(20	)%
Production	672		36		600		32		72			12
Participation, distribution and royalty	285		15		244		12		41			17
Other	361		20		380		20		(19		)	(5	)
Total Operating Expenses	$	1,861	100	%	$	1,907	100	%	$	(46	)	(2	)%



	Three Months Ended June 30,
	2016		% of Revenues			2015		% of Revenues			Increase/(Decrease)
Selling, general and administrative expenses	$	630		19	%	$	605		19	%		4	%



	At June 30,
			Weighted Average					Weighted Average
	2016		Interest Rate			2015		Interest Rate
Total long-term debt	$	8,167		4.61	%	$	7,574		4.75	%
Commercial paper	$	163		0.72	%	$	394		0.47	%



	Three Months Ended June 30,
				% of Total Segment Operating Income						% of Total Segment Operating Income

													Increase/(Decrease)
	2016						2015						$			%
Segment Operating Income (Loss):
Entertainment	$	351			48	%	$	262			41	%	$	89		34	%
Cable Networks	227				31		220				34		7			3
Publishing	26				3		25				4		1			4
Local Broadcasting	212				29		198				31		14			7
Corporate	(83		)		(11	)	(64		)		(10	)	(19		)	(30	)
Total Segment Operating Income	733				100	%	641				100	%	92			14
Restructuring charges	—						(55		)				55			n/m
Total Operating Income	$	733					$	586					$	147		25	%



	Three Months Ended June 30,
			Percentage of Total				Percentage of Total		Increase/(Decrease)
Revenues by Type	2015		Percentage of Total		2014		Percentage of Total		$			%
Advertising	$	1,594	50	%	$	1,636	51	%	$	(42	)	(3	)%
Content licensing and distribution	815		25	%	903		28	%	(88		)	(10	)%
Affiliate and subscription fees	752		23	%	586		19	%	166			28	%
Other	58		2	%	63		2	%	(5		)	(8	)%
Total Revenues	$	3,219	100	%	$	3,188	100	%	$	31		1	%



(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
April 1, 2015 - April 30, 2015		3.6	$61.49		3.6		$	3,579
May 1, 2015 - May 31, 2015		4.4	$61.14		4.4		$	3,309
June 1, 2015 - June 30, 2015		5.2	$58.97		5.2		$	3,001
Total		13.2	$60.38		13.2		$	3,001



Exhibit No.			Description of Document
(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 filed by CBS Corporation on 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 filed by CBS Corporation on 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)	Amended and Restated $2.5 Billion Credit Agreement, dated as of June 9, 2016, among CBS Corporation; CBS Operations Inc.; the Subsidiary Borrowers Parties thereto; the Lenders named therein; JPMorgan Chase Bank, N.A., as Administrative Agent; Citibank, N.A., as Syndication Agent; and Bank of America, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, N.A., as Co‑Documentation Agents (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of CBS Corporation ~~2015 Equity Plan for Outside Directors (effective May 21, 2015)~~filed June 10, 2016) (File No. 001-09553).
(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).
(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.



	CBS CORPORATION (Registrant)

Date: July 28, 2016	/s/ Joseph R. Ianniello
	Joseph R. Ianniello Chief Operating Officer

Date: July 28, 2016	/s/ Lawrence Liding
	Lawrence Liding Executive Vice President, Controller and Chief Accounting Officer



	~~CBS CORPORATION~~ ~~(Registrant)~~

~~Date: August 5, 2015~~	~~/s/ Joseph R. Ianniello~~
	~~Joseph R. Ianniello~~ ~~Chief Operating Officer~~

~~Date: August 5, 2015~~	~~/s/ Lawrence Liding~~
	~~Lawrence Liding~~ ~~Executive Vice President, Controller and~~ ~~Chief Accounting Officer~~