~~-33-~~

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

During the fourth quarter of 2015, advertising revenue comparisons will continue to be impacted by the benefit to 2014 from political advertising spending associated with the midterm elections. Additionally, 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, resulted in pricing increases and lower overall volume compared with the prior season. As a result, more advertising spots are available in the scatter advertising market, 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.

~~Content licensing and distribution revenues for the three months ended September 30, 2015 decreased $95 million, or 8%, to $1.05 billion primarily reflecting the timing~~Reconciliation of ~~television licensing sales. Significant sales in the third quarter of 2015 included the domestic licensing of~~ ~~Elementary, while the third quarter of 2014 included domestic licensing sales of~~ ~~Hawaii 5-0~~ ~~and~~ ~~Dexter~~. For the nine months ended September 30, 2015 content licensing and distribution revenues decreased $228 million, or 7%, to $2.89 billion reflecting lower domestic television licensing revenues, partially offset by higher international television licensing revenues.Non-GAAP Measures

~~Affiliate and subscription fees for the three months ended September 30, 2015increased $56 million, or~~ 9%, to $664 million reflecting growth in station affiliation fees, retransmission revenues, and cable affiliate fees from growth in rates, as well as revenues from new digital distribution platforms. These increases were partially offset by lower revenues from pay-per-view boxing events. For the nine months ended September 30, 2015 affiliate and subscription fees increased $283 million, or 16%, to $2.04 billion reflecting growth in station affiliation fees, retransmission revenues, and cable affiliate fees from growth in rates; higher revenues from pay-per-view boxing events; and revenues from new digital distribution platforms. 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.

~~International Revenues~~

The Company generated approximately 12% of its total revenues from international regions for each of the three months ended September 30, 2015 and 2014, and generated 14% and 13% of its total revenues from international regions for the nine months ended~~September 30, 2015 and 2014, respectively.~~

~~Operating Expenses~~

~~The following tables present the Company’s consolidated operating expenses by type~~Results for the three and nine months ended September 30, 2016 and the nine months ended September 30, 2015 included discrete items that were not part of the normal course of operations. The following tables present adjusted operating income, adjusted net earnings from continuing operations, and ~~2014.~~adjusted diluted EPS from continuing operations, which exclude the impact of these discrete items. These adjusted results are non-GAAP financial measures, which are reconciled below to the most directly comparable financial measures in accordance with GAAP. The Company believes that presenting its financial results adjusted for the impact of discrete items is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by the Company’s management and provides a clearer perspective on the underlying performance of the Company.

Three Months Ended September 30,

Percentage
of Total

Percentage
of Total
Increase/(Decrease)
Operating Expenses by Type 2015 2014 $ %
Programming $ 518
28 % $ 605
31 % $ (87 ) (14 )%
Production 683
37 % 702
37 % (19 ) (3 )%
Participation, distribution and royalty 271
15 % 258
13 % 13
5 %
Other 370
20 % 371
19 % (1 ) — %
Total Operating Expenses $ 1,842
100 % $ 1,936
100 % $ (94 ) (5 )%



	Nine Months Ended September 30,
	2016			2015
Operating income	$	2,352		$	2,060
Exclude:
Restructuring charges	—			55
Other operating items, net ^(a)	(9		)	(19		)
Adjusted operating income	$	2,343		$	2,096

~~-34-~~



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016			2015
Net earnings from continuing operations	$	514		$	426	$	1,410		$	1,152
Exclude:
Restructuring charges (net of tax of $22 million in 2015)	—			—		—			33
Other operating items, net (net of tax of $4 million in 2016 and $16 million in 2015) ^(a)	—			—		(5		)	(3		)
Write-down of an equity investment	—			—		6			—
Discrete tax item ^(b)	(47		)	—		(47		)	—
Adjusted net earnings from continuing operations	$	467		$	426	$	1,364		$	1,182



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016			2015
Diluted EPS from continuing operations	$	1.15		$	.88	$	3.10		$	2.33
Exclude:
Restructuring charges	—			—		—			.07
Other operating items, net ^(a)	—			—		(.01		)	(.01		)
Write-down of an equity investment	—			—		.01			—
Discrete tax item ^(b)	(.11		)	—		(.10		)	—
Adjusted diluted EPS from continuing operations^(c)	$	1.05		$	.88	$	3.00		$	2.39

(a) Other operating items, net includes gains from the sales of internet businesses in China for the nine months ended September 30, 2016 and 2015, and for 2016, also includes a multiyear, retroactive impact of a new operating tax.

(b) Reflects a one-time tax benefit associated with a multiyear adjustment to a tax deduction, which was approved by the IRS during the third quarter of 2016.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Consolidated Results of Operations

Three and Nine Months Ended September 30, 2016versusThree and Nine Months Ended September 30, 2015

Revenues

Nine Months Ended September 30,

Percentage
of Total

Percentage
of Total
Increase/(Decrease)
Operating Expenses by Type 2015 2014 $ %
Programming $ 2,033
34 % $ 2,042
35 % $ (9 ) — %
Production 1,940
33 % 1,857
32 % 83
4 %
Participation, distribution and royalty 817
14 % 864
15 % (47 ) (5 )%
Other 1,101
19 % 1,092
18 % 9
1 %
Total Operating Expenses $ 5,891
100 % $ 5,855
100 % $ 36
1 %



	Three Months Ended September 30,
			% of Total Revenues				% of Total Revenues		Increase/(Decrease)
Revenues by Type	2016		% of Total Revenues		2015		% of Total Revenues		$			%
Advertising	$	1,469	43	%	$	1,481	46	%	$	(12	)	(1	)%
Content licensing and distribution	1,108		33		1,046		32		62			6
Affiliate and subscription fees	753		22		664		20		89			13
Other	66		2		66		2		—			—
Total Revenues	$	3,396	100	%	$	3,257	100	%	$	139		4	%

~~Programming expenses for~~



	Nine Months Ended September 30,
			% of Total Revenues				% of Total Revenues		Increase/(Decrease)
Revenues by Type	2016		% of Total Revenues		2015		% of Total Revenues		$			%
Advertising	$	5,363	51	%	$	4,859	49	%	$	504		10	%
Content licensing and distribution	2,780		26		2,889		29		(109		)	(4	)
Affiliate and subscription fees	2,208		21		2,044		20		164			8
Other	181		2		184		2		(3		)	(2	)
Total Revenues	$	10,532	100	%	$	9,976	100	%	$	556		6	%

Advertising

For the three months ended September 30, ~~2015~~2016, advertising revenues decreased~~$87 million, or 14%, to $518 million from $605 million~~ 1%. Advertising revenues were impacted by 10 hours of primetime preemptions for the ~~same prior-year period, principally driven by lower sports programming costs associated with~~Democratic and Republican conventions and the ~~broadcast~~first Presidential debate, competition from the 2016 Summer Olympics, and sales of ~~fewer sporting events on~~internet businesses in China during 2015. Advertising revenues during the ~~CBS Television Network~~third quarter benefited from increased political advertising sales relating to U.S. federal and ~~pay-per-view boxing events, as well as lower costs for acquired television series.~~state elections. For the nine months ended September 30, ~~2015, programming expenses decreased $9 million~~2016, the 10% increase in advertising revenues was driven by CBS’s broadcast of the Super Bowl, which is broadcast on the CBS Television Network once every three years through 2022 under the current contract; 6% growth in underlying network advertising; and higher political advertising sales. These increases were partially offset by the impact from the sales of internet businesses in China during 2015.

During the fourth quarter of 2016, local advertising revenues are expected to ~~$2.03 billion~~continue to benefit from ~~$2.04 billion~~political advertising spending associated with U.S. federal and state elections. Additionally, the CBS Television Network’s upfront advertising sales (“Upfront”) for the ~~same prior-year period primarily driven by lower costs~~2016/2017 television broadcast season, which runs from the middle of September 2016 through the middle of September 2017, resulted in pricing increases compared with the prior broadcast season, which is expected to benefit advertising revenues during the 2016/2017 broadcast season. However, overall advertising revenues for ~~acquired television series as a result~~the Company will be dependent on ratings for its programming and market conditions, including demand in the scatter advertising market, which is when advertisers purchase the remaining advertising spots closer to the broadcast of ~~a shift to a higher mix of internally developed television series, substantially offset by higher sports programming costs, primarily associated with pay-per-view boxing events.~~the related programming.

Content Licensing and Distribution

~~Production expenses for~~For the three months ended September 30, ~~2015 decreased $19 million, or 3%, to $683 million~~2016, the 6% increase in content licensing and distribution revenues was driven by higher domestic television licensing, primarily reflecting the sales of Showtime ~~from~~original series, including ~~$702 million for the same prior-year period, primarily~~Penny Dreadful, as well as various titles from the ~~decrease in~~Company’s television ~~licensing sales,~~library, partially offset by ~~increased investment in internally developed television series. For~~ the nine months ended September 30, 2015 production expenses increased $83 million, or 4%, to $1.94 billion, primarily reflecting an increased investment in internally developed television series and the mix of titles sold under television licensing agreements.

Participation, distribution and royalty expenses for the three months ended September 30, 2015 increased $13 million, or 5%, to $271 million from $258 million for the same prior-year period, primarily reflecting higher participations and residuals associated with the mix of titles sold under television licensing arrangements. For the nine months ended September 30, 2015, participation, distribution and royalty expenses decreased $47 million, or 5%, to $817 million compared with the same prior-year period principally reflecting lower costs for feature films and books.

~~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, decreased $20 million, or 3%, to $597 million for the three months ended September 30, 2015, primarily reflecting lower employee-related expenses and the timing of advertising costs. For the nine months ended September 30, 2015 SG&A expenses of $1.79 billion remained flat with the same prior-year period. SG&A expenses as a percentage of revenues was 18% for each of the three and nine months ended September 30, 2015 and 2014.

~~-35-~~

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

initial domestic availability of Elementary in the third quarter of 2015. For the nine months ended September 30, 2016, the 4% decrease in content licensing and distribution revenues reflects lower domestic television licensing revenues, as the first nine months of 2015 included significant sales of NCIS and Elementary. This decrease was partially offset by growth from the international licensing of five Star Trek series and the domestic licensing sale of Penny Dreadful.

For the remainder of 2016, the content and licensing distribution revenue comparison will continue to be impacted by fluctuations resulting from the timing of when Company-owned television series are made available for multiyear licensing agreements. Television license fee revenues are recognized at the beginning of the license period in which programs are made available to the licensee for exhibition.

Affiliate and Subscription Fees

For the three months ended September 30, 2016, the 13% increase in affiliate and subscription fees reflects 32% growth in station affiliation fees and retransmission revenues, and revenues from digital distribution platforms, including CBS All Access and Showtime Networks’ over-the-top service. For the nine months ended September 30, 2016, the 8% increase in affiliate and subscription fees was driven by 39% growth in station affiliation fees and retransmission revenues, and revenues from digital distribution platforms. These increases were partially offset by the benefit to 2015 from Showtime Networks’ distribution of the Floyd Mayweather/Manny Pacquiao pay-per-view boxing event, which was the highest grossing pay-per-view event of all time.

Over the next few years the Company expects to renew a significant portion of its agreements with station affiliates and MVPDs. This, along with the Company’s digital distribution initiatives, are expected to result in continued growth in affiliate and subscription fees.

International Revenues

The Company generated approximately 10% and 12% of its total revenues from international regions for the three months ended September 30, 2016 and 2015, respectively, and generated approximately 13% and 14% of its total revenues from international regions for the nine months ended September 30, 2016 and 2015, respectively.

Operating Expenses



	Three Months Ended September 30,
			% of Operating Expenses				% of Operating Expenses		Increase/(Decrease)
Operating Expenses by Type	2016		% of Operating Expenses		2015		% of Operating Expenses		$		%
Programming	$	526	28	%	$	518	28	%	$	8	2	%
Production	706		37		683		37		23		3
Participation, distribution and royalty	291		15		271		15		20		7
Other	374		20		370		20		4		1
Total Operating Expenses	$	1,897	100	%	$	1,842	100	%	$	55	3	%

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)



	Nine Months Ended September 30,
			% of Operating Expenses				% of Operating Expenses		Increase/(Decrease)
Operating Expenses by Type	2016		% of Operating Expenses		2015		% of Operating Expenses		$			%
Programming	$	2,182	36	%	$	2,033	34	%	$	149		7	%
Production	2,053		33		1,940		33		113			6
Participation, distribution and royalty	788		13		817		14		(29		)	(4	)
Other	1,091		18		1,101		19		(10		)	(1	)
Total Operating Expenses	$	6,114	100	%	$	5,891	100	%	$	223		4	%

For the three months ended September 30, 2016, the 2% increase in programming expenses was driven by higher sports programming costs associated with the broadcast of NFL games partially offset by lower costs for acquired television series. For the nine months ended September 30, 2016, the 7% increase in programming expenses was primarily driven by increased sports programming costs associated with the broadcast of NFL games, including Super Bowl 50 which was broadcast by CBS in 2016. This increase waspartially offset by costs in 2015 associated with Showtime Networks’ distribution of the Floyd Mayweather/Manny Pacquiao pay-per-view boxing event and lower costs for acquired television series as a result of a shift to a higher mix of internally developed television series.

For the three months ended September 30, 2016, the 3% increase in production expenses was mainly driven by higher costs associated with the increase in television licensing revenues. For the nine months ended September 30, 2016, the 6% increase in production expenses was the result of increased investment in internally developed series and costs associated with the Super Bowl production in 2016, partially offset by lower costs associated with the decrease in television licensing revenues.

For the three months ended September 30, 2016, the 7% increase in participation, distribution and royalty costs primarily reflects higher participations and residuals resulting from the increase in television licensing revenues. For the nine months ended September 30, 2016, the 4% decrease in participation, distribution and royalty costs primarily reflects lower participations and residuals associated with lower television licensing revenues.

Selling, General and Administrative Expenses



	Three Months Ended September 30,
	2016		% of Revenues			2015		% of Revenues			Increase/(Decrease)
Selling, general and administrative expenses	$	640		19	%	$	597		18	%		7	%



	Nine Months Ended September 30,
	2016		% of Revenues			2015		% of Revenues			Increase/(Decrease)
Selling, general and administrative expenses	$	1,887		18	%	$	1,790		18	%		5	%

Selling, general and administrative (“SG&A”) expenses include expenses incurred for selling and marketing costs, occupancy and back office support. For the three and nine months ended September 30, 2016, SG&A expenses increased 7% and 5%, respectively, primarily as a result of higher pension and other employee-related costs. For the nine months ended September 30, 2016, the increase also reflects higher advertising costs associated with the timing of series premieres on Showtime.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Depreciation and Amortization



	Three Months Ended September 30,							Nine Months Ended September 30,
	2016		2015		Increase/(Decrease)			2016		2015		Increase/(Decrease)
Depreciation and amortization	$	61	$	65		(6	)%	$	188	$	199		(6	)%

For each of the three and nine months ended September 30, 2016, the 6% decrease in depreciation and amortization was the result of intangibles and property and equipment that became fully amortized, as well as the sales of internet businesses in China during 2015.

Restructuring Charges

During the nine months ended September 30, 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 September 30, 2015, the cumulative settlements for the 2015 and 2014 restructuring charges were $36 million, of which $26 million was for severance costs and $10 million was for costs associated with contractual obligations. The Company expects to substantially utilize its restructuring reserves by the end of 2016.Other Operating Items, Net

Balance at 2015 2015 Balance at
December 31, 2014 Charges Settlements September 30, 2015
Entertainment $ 6
$ 12
$ (8 ) $ 10

Local Broadcasting 10
43
(19 ) 34

Corporate 2
—
(1 ) 1

Total $ 18
$ 55
$ (28 ) $ 45

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

~~Impairment Charge~~

During the third quarter of 2014, in connection with a radio station swap with Beasley Broadcast Group, Inc. the Company recorded a pretax noncash impairment charge of $52 million to reduce the carrying value of the allocated goodwill.

~~Depreciation and Amortization~~



	Nine Months Ended September 30,
	2016			2015			Increase/(Decrease)
Other operating items, net	$	(9	)	$	(19	)		(53	)%

For ~~the three months ended September 30, 2015, depreciation and amortization decreased $3 million, or 4%, to $65 million and for~~ the nine months ended September 30, 2016 and 2015, ~~depreciation~~other operating items, net includes gains from the sales of internet businesses in China, and ~~amortization decreased $11 million, or 5%, to $199 million as~~for 2016, also includes a ~~result~~multiyear, retroactive impact of ~~intangibles and property and equipment that became fully amortized.~~a new operating tax.

Interest ~~Expense~~Expense/Income

~~For~~



	Three Months Ended September 30,									Nine Months Ended September 30,
	2016			2015			Increase/(Decrease)			2016			2015			Increase/(Decrease)
Interest expense	$	(104	)	$	(102	)		2	%	$	(304	)	$	(289	)		5	%
Interest income	$	7		$	6			17	%	$	22		$	18			22	%

The following table presents the ~~three months ended~~Company’s outstanding debt balances, excluding capital leases, and the weighted average interest rate as of September 30, ~~2015, interest expense increased $13 million, or 15%, to $102 million from $89 million for the same prior-year period~~2016 and ~~for the nine months ended September 30, 2015, interest expense increased $13 million, or 5%, to $289 million from $276 million for the same prior-year period. These increases were primarily driven by~~2015:



	At September 30,
			Weighted Average					Weighted Average
	2016		Interest Rate			2015		Interest Rate
Total long-term debt	$	8,849		4.47	%	$	8,409		4.68	%
Commercial paper	$	33		0.75	%	$	303		0.46	%

In October 2016, in connection with the Company’s ~~2015 debt issuances, partially offset by savings from 2014 debt refinancing activities.~~previously announced plans to separate its radio business, CBS Radio borrowed $1.46 billion through a $1.06 billion senior secured term loan due 2023 and the issuance of $400 million of 7.25% senior unsecured notes due 2024 through a private placement. The Term Loan bears interest at a rate equal to 3.50% plus the greater of the London Interbank Offered Rate (“LIBOR”) and 1.00%.

~~-36-~~

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

The Company had outstanding long-term debt, excluding capital leases, of $8.41 billion at September 30, 2015 and $6.43 billion at September 30, 2014, at weighted average interest rates of 4.67% and 4.87%, respectively. The Company also had outstanding commercial paper borrowings of $303 million at September 30, 2015 and $431 million at September 30, 2014, at weighted average interest rates of 0.46% and 0.28%, respectively.

~~Interest Income~~Other Items, Net

~~For the three months ended September 30, 2015, interest income increased $2 million to $6 million from $4 million from the same prior-year period~~



	Three Months Ended September 30,							Nine Months Ended September 30,
	2016		2015			Increase/(Decrease)		2016			2015			Increase/(Decrease)
Other items, net	$	2	$	(4	)		n/m	$	(5	)	$	(23	)		78	%

n/m - not meaningful

Other items, net for all periods primarily consists of foreign exchange gains and ~~for the nine months ended September 30, 2015, interest income increased $8 million to $18 million from $10 million for the same prior-year period.~~

~~Loss on Early Extinguishment of Debt~~

losses. For the three and nine months ended September 30, ~~2014, the loss on early extinguishment of debt of $352 million reflected~~2016, other items, net also includes a ~~pre-tax loss associated with the redemption of $1.07 billion of the Company’s long-term debt.~~

~~Other Items, Net~~

For the nine months ended September 30, 2015, “Other items, net” principally included foreign exchange losses of $22 million ($19 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 September 30, 2015 and the three and nine months ended September 30, 2014, “Other items, net” primarily consisted of foreign exchange losses.investment.

Provision for Income Taxes



	Three Months Ended September 30,									Nine Months Ended September 30,
	2016			2015			Increase/(Decrease)			2016			2015			Increase/(Decrease)
Tax provision	$	176		$	211			(17	)%	$	612		$	579			6	%
Effective tax rate	25.0		%	32.3		%				29.6		%	32.8		%

The provision for income taxes ~~was $211 million for the three months ended September 30, 2015~~represents federal, state and ~~$110 million for the three months ended September 30, 2014, reflecting an effective income tax rate of 32.3%~~local, and ~~52.4%, respectively. For the nine months ended September 30, 2015, the provision for~~foreign taxes on earnings from continuing operations before income taxes ~~was $579 million compared to $561 million for the nine months ended September 30, 2014, reflecting an effective income~~and equity in loss of investee companies. The lower tax rate ~~of 32.8% and 35.9%, respectively. The Company’s income tax provision~~ for the three and nine months ended September 30, ~~2014 included~~2016 includes a ~~tax~~one-time benefit of ~~$133~~$47 million associated with ~~the loss on early extinguishment of debt of $352 million;~~a multiyear adjustment to a tax ~~provision~~deduction, which was approved by the IRS during the third quarter of $22 million associated with the noncash impairment charge of $52 million to reduce the carrying value of the allocated goodwill in connection with a radio station swap; and the establishment of a tax reserve of $19 million for the retroactive impact of an uncertain tax position in a foreign jurisdiction.2016.

Equity in Loss of Investee Companies, Net of Tax



	Three Months Ended September 30,									Nine Months Ended September 30,
	2016			2015			Increase/(Decrease)			2016			2015			Increase/(Decrease)
Equity in loss of investee companies, net of tax	$	(13	)	$	(16	)		(19	)%	$	(43	)	$	(35	)		23	%

~~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~~nine months endedSeptember 30, ~~2015,~~2016, equity in loss of investee companies, net of tax ~~decreased $12~~includes a $6 million write-down of an international television joint venture to ~~a loss of $16 million compared to the same prior-year period.~~ its fair value.

Net Earnings from Continuing Operations and Diluted EPS from Continuing Operations



	Three Months Ended September 30,							Nine Months Ended September 30,
	2016		2015		Increase/(Decrease)			2016		2015		Increase/(Decrease)
Net earnings from continuing operations	$	514	$	426		21	%	$	1,410	$	1,152		22	%
Diluted EPS from continuing operations	$	1.15	$	.88		31	%	$	3.10	$	2.33		33	%

For the three and nine months ended September 30, ~~2015, equity~~2016, the increases in ~~loss~~net earnings from continuing operations of ~~investee companies, net~~21% and 22%, respectively, and the increases in diluted EPS from continuing operations of 31% and 33%, respectively, were each driven by higher operating income and a lower effective tax ~~decreased $13 million to~~rate. The increases in diluted EPS also reflect lower weighted average shares outstanding as a ~~loss~~ result of ~~$35 million compared to~~ the ~~same prior-year period.~~Company’s ongoing share repurchase program.

~~-37-~~

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

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

Net earnings from continuing operations of $426 million for the three months ended September 30, 2015 increased $354 million, versus $72 million for the same prior-year period and for the nine months ended September 30, 2015 increased $200 million, or 21%, to $1.15 billion compared with $952 million for the same prior-year period. Diluted EPS from continuing operations increased $.75 to $.88 for the third quarter of ~~2015~~ and increased $.67 to $2.33 for the nine months ended September 30, 2015 compared with the same prior-year periods. These increases were mainly driven by the 2014 loss of $352 million associated with the early redemption of debt as well as lower weighted average shares outstanding as a result of the Company’s ongoing share repurchase program.

~~Net Earnings~~Loss from Discontinued Operations

~~Net earnings~~Loss from discontinued operations of ~~$1.57 billion and $1.59 billion~~$36 million for the three and nine months ended September 30, ~~2014, respectively, primarily reflected~~2016 reflects the resolution of a ~~gain of $1.56 billion on the disposition of Outdoor Americas during the third quarter of 2014.~~tax matter in a foreign jurisdiction relating to a previously disposed business that was accounted for as a discontinued operation.

Net Earnings and Diluted EPS



	Three Months Ended September 30,							Nine Months Ended September 30,
	2016		2015		Increase/(Decrease)			2016		2015		Increase/(Decrease)
Net earnings	$	478	$	426		12	%	$	1,374	$	1,152		19	%
Diluted EPS	$	1.07	$	.88		22	%	$	3.02	$	2.33		30	%

Segment Results of Operations

In preparation for the planned separation of its radio business, the Company changed the manner in which it manages its television and radio operations during the third quarter of 2016. Accordingly, the Company’s previously reported operating segment, Local Broadcasting, has been separated into two operating segments, Local Media and Radio. In connection with this new segment presentation, the presentation of intercompany revenues has been revised, including station affiliation fees paid by Local Media to the CBS Television Network. Prior period results have been reclassified to conform to this presentation.

The Company presents operating income (loss) excluding restructuring charges, impairment charges, and other operating items, net, if any, (“Segment Operating Income”) as the primary measure of profit and loss for its operating segments in accordance with FASB guidance for segment reporting. The Company believes the presentation of Segment Operating Income is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company’s management and enhances their ability to understand the Company’s operating performance. The reconciliation of Segment Operating Income to the Company’s consolidated Net earnings is presented in Note 12 (Reportable Segments) to the consolidated financial statements.

Three Months Ended September 30, 2016 and 2015



	Three Months Ended September 30,
				% of Total Revenues						% of Total Revenues			Increase/(Decrease)
	2016			% of Total Revenues			2015			% of Total Revenues			$			%
Revenues:
Entertainment	$	1,949			57	%	$	1,932			59	%	$	17		1	%
Cable Networks	598				18		526				16		72			14
Publishing	226				7		203				6		23			11
Local Media	409				12		376				12		33			9
Radio	319				9		318				10		1			—
Corporate/Eliminations	(105		)		(3	)	(98		)		(3	)	(7		)	(7	)
Total Revenues	$	3,396			100	%	$	3,257			100	%	$	139		4	%

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)



	Three Months Ended September 30,
				% of Total Operating Income						% of Total Operating Income
													Increase/(Decrease)
	2016						2015						$			%
Segment Operating Income (Loss):
Entertainment	$	348			44	%	$	339			45	%	$	9		3	%
Cable Networks	285				36		246				33		39			16
Publishing	44				5		43				6		1			2
Local Media	122				15		101				13		21			21
Radio	77				10		73				10		4			5
Corporate	(78		)		(10	)	(49		)		(7	)	(29		)	(59	)
Total Operating Income	$	798			100	%	$	753			100	%	$	45		6	%



	Three Months Ended September 30,
					Increase/(Decrease)
	2016		2015		$			%
Depreciation and Amortization:
Entertainment	$	28	$	31	$	(3	)	(10	)%
Cable Networks	6		5		1			20
Publishing	1		1		—			—
Local Media	11		12		(1		)	(8	)
Radio	7		8		(1		)	(13	)
Corporate	8		8		—			—
Total Depreciation and Amortization	$	61	$	65	$	(4	)	(6	)%

Nine Months Ended September 30, 2016 and 2015



	Nine Months Ended September 30,
				% of Total Revenues						% of Total Revenues			Increase/(Decrease)
	2016			% of Total Revenues			2015			% of Total Revenues			$			%
Revenues:
Entertainment	$	6,483			62	%	$	5,978			60	%	$	505		8	%
Cable Networks	1,659				16		1,680				17		(21		)	(1	)
Publishing	558				5		547				5		11			2
Local Media	1,253				12		1,138				11		115			10
Radio	898				8		907				9		(9		)	(1	)
Corporate/Eliminations	(319		)		(3	)	(274		)		(2	)	(45		)	(16	)
Total Revenues	$	10,532			100	%	$	9,976			100	%	$	556		6	%

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)



	Nine Months Ended September 30,
				% of Total Segment Operating Income						% of Total Segment Operating Income

													Increase/(Decrease)
	2016						2015						$			%
Segment Operating Income (Loss):
Entertainment	$	1,148			49	%	$	947			45	%	$	201		21	%
Cable Networks	740				32		717				34		23			3
Publishing	83				3		80				4		3			4
Local Media	402				17		338				16		64			19
Radio	215				9		195				9		20			10
Corporate	(245		)		(10	)	(181		)		(8	)	(64		)	(35	)
Total Segment Operating Income	2,343				100	%	2,096				100	%	247			12
Restructuring charges	—						(55		)				55			n/m
Other operating items, net	9						19						(10		)	(53	)
Total Operating Income	$	2,352					$	2,060					$	292		14	%

n/m - not meaningful



	Nine Months Ended September 30,
					Increase/(Decrease)
	2016		2015		$			%
Depreciation and Amortization:
Entertainment	$	88	$	95	$	(7	)	(7	)%
Cable Networks	17		17		—			—
Publishing	4		4		—			—
Local Media	33		37		(4		)	(11	)
Radio	22		23		(1		)	(4	)
Corporate	24		23		1			4
Total Depreciation and Amortization	$	188	$	199	$	(11	)	(6	)%

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

Three Months Ended September 30, 2016 and 2015



	Three Months Ended September 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	1,949		$	1,932		$	17		1	%
Segment Operating Income	$	348		$	339		$	9		3	%
Segment Operating Income as a % of revenues	18		%	18		%
Depreciation and amortization	$	28		$	31		$	(3	)	(10	)%
Capital expenditures	$	23		$	33		$	(10	)	(30	)%

For the three months ended September 30, ~~2015, net earnings~~2016, the 1%increase in revenues was driven by a 39% increase in affiliate and subscription fees, led by higher station affiliation fees and subscription growth for CBS All Access. This growth was largely offset by 4% lower advertising revenues and 3% lower content licensing and distribution revenues. Advertising revenues were ~~$426 million compared with $1.64 billion~~impacted by 10 hours of primetime preemptions for the ~~same prior-year period~~Democratic and ~~diluted EPS~~Republican conventions and the first Presidential debate, competition from the 2016 Summer Olympics, and sales of internet businesses in China during 2015. The decrease in content licensing and distribution revenues reflects the initial domestic availability of Elementary in the third quarter of 2015, partially offset by sales of various titles from the Company’s television library during the third quarter of 2016.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

For the three months ended September 30, 2016, the 3% increase in operating income was ~~$.88 compared with $3.03 for~~primarily driven by the ~~same prior-year period.~~ increase in revenues.

Nine Months Ended September 30, 2016 and 2015



	Nine Months Ended September 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	6,483		$	5,978		$	505		8	%
Segment Operating Income	$	1,148		$	947		$	201		21	%
Segment Operating Income as a % of revenues	18		%	16		%
Restructuring charges	$	—		$	12		$	(12	)	n/m
Depreciation and amortization	$	88		$	95		$	(7	)	(7	)%
Capital expenditures	$	60		$	54		$	6		11	%

n/m - not meaningful

For the nine months ended September 30, ~~2015, net earnings were $1.15 billion compared with $2.55 billion~~2016, the 8% increase in revenues was driven by 19% growth in network advertising revenues, driven by the broadcast of Super Bowl 50 and 6% growth in underlying network advertising. Additionally, affiliate and subscription fees grew 54% for the ~~same prior-year period~~nine months ended September 30, 2016 as a result of higher station affiliation fees and ~~diluted EPS~~subscription growth for CBS All Access. These increases were partially offset by 8% lower content licensing and distribution revenues due to lower domestic television licensing, as 2015 benefited from the significant licensing sales of NCIS and Elementary, partially offset by growth in international licensing revenues mainly from the sales of five Star Trek series.The revenue comparison was ~~$2.33 compared with $4.44~~alsoimpacted by the sales of internet businesses in China during 2015.

For the nine months ended September 30, 2016, the 21% increase in operating income was primarily a result of the increase in revenues. Restructuring charges for the ~~same prior-year period.~~nine months ended September 30, 2015 primarily reflected severance costs.

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

Three Months Ended September 30, 2016 and 2015



	Three Months Ended September 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	598		$	526		$	72		14	%
Segment Operating Income	$	285		$	246		$	39		16	%
Segment Operating Income as a % of revenues	48		%	47		%
Depreciation and amortization	$	6		$	5		$	1		20	%
Capital expenditures	$	4		$	5		$	(1	)	(20	)%

For the three months ended September 30, 2016, the 14% increase in revenues principally reflects higher revenues from the domestic licensing of Showtime original series, including Penny Dreadful, as well as growth in affiliate and subscription fees driven by Showtime Networks’ over-the-top service. As of September 30, 2016, subscriptions totaled 75 million for Showtime Networks (including Showtime, The Movie Channel and Flix), 55 million for CBS Sports Network and 33 million for Smithsonian Networks.

For the three months ended September 30, 2016, the 16%increase in operating income primarily reflects the revenue growth partially offset by increased investment in original series.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Nine Months Ended September 30, 2016 and 2015

~~-38-~~



	Nine Months Ended September 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	1,659		$	1,680		$	(21	)	(1	)%
Segment Operating Income	$	740		$	717		$	23		3	%
Segment Operating Income as a % of revenues	45		%	43		%
Depreciation and amortization	$	17		$	17		$	—		—	%
Capital expenditures	$	8		$	8		$	—		—	%

For the nine months ended September 30, 2016, revenues decreased 1% as the 2015 period benefited from the distribution of the Floyd Mayweather/Manny Pacquiao boxing event, which was the highest grossing pay-per-view event of all time. The decrease in pay-per-view revenues negatively impacted the revenue comparison by nine percentage points. Underlying results reflect higher revenues from the licensing of Showtime original series and Showtime Networks’ over-the-top service.

For the nine months ended September 30, 2016, the 3% increase in operating income was driven by growth from the licensing of Showtime original series and Showtime Networks’ over-the-top service, partially offset by increased investment in programming.

Publishing (Simon & Schuster)

Three Months Ended September 30, 2016 and 2015



	Three Months Ended September 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	226		$	203		$	23		11	%
Segment Operating Income	$	44		$	43		$	1		2	%
Segment Operating Income as a % of revenues	19		%	21		%
Depreciation and amortization	$	1		$	1		$	—		—	%
Capital expenditures	$	1		$	2		$	(1	)	(50	)%

For the three months ended September 30, 2016, the 11% increase in revenues reflects higher print book sales and growth in digital book sales, mainly from digital audio. Digital revenues represented 23% of Publishing’s total revenues for the third quarter of 2016. Best-selling titles in the third quarter of 2016 included Born to Run by Bruce Springsteen and The Girl with the Lower Back Tattoo by Amy Schumer.

For the three months ended September 30, 2016, operating income increased 2% as the increase in revenues was offset by higher production and selling costs.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Nine Months Ended September 30, 2016 and 2015



	Nine Months Ended September 30,
							Increase/(Decrease)
	2016			2015			$		%
Revenues	$	558		$	547		$	11	2	%
Segment Operating Income	$	83		$	80		$	3	4	%
Segment Operating Income as a % of revenues	15		%	15		%
Depreciation and amortization	$	4		$	4		$	—	—	%
Capital expenditures	$	7		$	4		$	3	75	%

For the nine months ended September 30, 2016, the 2% increase in revenues reflects higher print book sales and growth in digital audio sales, partially offset by lower digital book sales.

For the nine months ended September 30, 2016, the 4% increase in operating income was driven by the revenue growth partially offset by higher production costs.

Local Media (CBSTelevision Stations)

Three Months Ended September 30, 2016 and 2015



	Three Months Ended September 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	409		$	376		$	33		9	%
Segment Operating Income	$	122		$	101		$	21		21	%
Segment Operating Income as a % of revenues	30		%	27		%
Depreciation and amortization	$	11		$	12		$	(1	)	(8	)%
Capital expenditures	$	9		$	10		$	(1	)	(10	)%

For the three months ended September 30, 2016, the 9% increase in revenues was driven by 7% growth in advertising revenues, which benefited from higher political advertising sales, and 13% growth in retransmission and subscription revenues.

For the three months ended September 30, 2016, the 21% increase in operating income primarily reflects the revenue growth.

During the fourth quarter of 2016, Local Media revenues are expected to continue to benefit from higher political spending associated with U.S. federal and state elections.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Nine Months Ended September 30, 2016 and 2015



	Nine Months Ended September 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	1,253		$	1,138		$	115		10	%
Segment Operating Income	$	402		$	338		$	64		19	%
Segment Operating Income as a % of revenues	32		%	30		%
Restructuring charges	$	—		$	19		$	(19	)	n/m
Depreciation and amortization	$	33		$	37		$	(4	)	(11	)%
Capital expenditures	$	20		$	17		$	3		18	%

n/m - not meaningful

For the nine months ended September 30, 2016, the 10% increase in revenues was led by the broadcast of Super Bowl 50 on CBS during the first quarter of 2016, higher political advertising sales and 16% growth in retransmission and subscription revenues.

For the nine months ended September 30, 2016, the 19% increase in operating income primarily reflects the revenue growth. Restructuring charges for the nine months ended September 30, 2015 primarily reflected severance costs and costs associated with exiting contractual obligations.

Radio (CBS Radio)

Three Months Ended September 30, 2016 and 2015



	Three Months Ended September 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	319		$	318		$	1		—	%
Segment Operating Income	$	77		$	73		$	4		5	%
Segment Operating Income as a % of revenues	24		%	23		%
Depreciation and amortization	$	7		$	8		$	(1	)	(13	)%
Capital expenditures	$	4		$	5		$	(1	)	(20	)%

For the three months ended September 30, 2016, the increase in revenues was primarily driven by higher national advertising sales, offset by lower local advertising sales.

For the three months ended September 30, 2016, the 5% increase in operating income primarily reflects lower employee compensation and talent costs resulting from restructuring activities put in place in 2015.

During the fourth quarter of 2016, Radio revenues are expected to continue to benefit from higher political spending associated with U.S. federal and state elections.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Nine Months Ended September 30, 2016 and 2015



	Nine Months Ended September 30,
							Increase/(Decrease)
	2016			2015			$			%
Revenues	$	898		$	907		$	(9	)	(1	)%
Segment Operating Income	$	215		$	195		$	20		10	%
Segment Operating Income as a % of revenues	24		%	21		%
Restructuring charges	$	—		$	24		$	(24	)	n/m
Depreciation and amortization	$	22		$	23		$	(1	)	(4	)%
Capital expenditures	$	14		$	16		$	(2	)	(13	)%

n/m - not meaningful

For the nine months ended September 30, 2016, the 1% decrease in revenues was driven by lower local advertising sales, which were partially offset by higher national advertising sales.

For the nine months ended September 30, 2016, the 10% increase in operating income primarily reflects lower employee compensation and talent costs resulting from restructuring charges in 2015, which more than offset the revenue decline. Restructuring charges for the nine months ended September 30, 2015 primarily reflected severance costs.

In connection with the Company’s previously announced plans to separate its radio business, a preliminary registration statement was filed with the SEC during the third quarter of 2016 for the proposed initial public offering of the common stock of CBS Radio.

Corporate

Three Months Ended September 30, 2016 and 2015



	Three Months Ended September 30,
							Increase/(Decrease)
	2016			2015			$			%
Segment Operating Loss	$	(78	)	$	(49	)	$	(29	)	(59	)%
Depreciation and amortization	$	8		$	8		$	—		—	%
Capital expenditures	$	5		$	3		$	2		67	%

Corporate expenses include general corporate overhead, unallocated shared company expenses, pension and postretirement benefit costs for plans retained by the Company for previously divested businesses, and intercompany eliminations. For the three months ended September 30, 2016, the 59% increase in corporate expenses primarily reflects higher pension and other employee-related costs.

Nine Months Ended September 30, 2016 and 2015



	Nine Months Ended September 30,
							Increase/(Decrease)
	2016			2015			$			%
Segment Operating Loss	$	(245	)	$	(181	)	$	(64	)	(35	)%
Depreciation and amortization	$	24		$	23		$	1		4	%
Capital expenditures ^(a)	$	16		$	5		$	11		n/m

n/m - not meaningful

(a) Primarily reflects the timing of capital projects.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

For the nine months endedSeptember 30, 2016, the 35% increase in corporate expenses primarily reflects higher pension and other employee-related costs.

Financial Position



	At			At			Increase/(Decrease)
	September 30, 2016			December 31, 2015			$			%
Current Assets:
Cash and cash equivalents		$	179		$	323	$	(144	)	(45	)%
Receivables, net ^(a)		3,348			3,628		(280		)	(8	)
Programming and other inventory ^(b)		1,459			1,271		188			15
Prepaid income taxes ^(c)		39			101		(62		)	(61	)
All other current assets		432			424		8			2
Total current assets		$	5,457		$	5,747	$	(290	)	(5	)%

(a) The decrease is primarily due to seasonality.

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



	At			At			Increase/(Decrease)
	September 30, 2016			December 31, 2015			$		%
Other assets ^(a)		$	2,779		$	2,661	$	118	4	%

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



	At			At			Increase/(Decrease)
	September 30, 2016			December 31, 2015			$			%
Current Liabilities:
Accounts payable ^(a)		$	153		$	192	$	(39	)	(20	)%
Accrued compensation ^(a)		282			315		(33		)	(10	)
Program rights		373			374		(1		)	—
Deferred revenues ^(b)		141			295		(154		)	(52	)
Commercial paper		33			—		33			n/m
Current portion of long-term debt ^(c)		22			222		(200		)	(90	)
All other current liabilities		2,094			2,162		(68		)	(3	)
Total current liabilities		$	3,098		$	3,560	$	(462	)	(13	)%

n/m - not meaningful

(a) The decrease is due to the timing of payments.

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

(c) The decrease is the result of the repayment of $200 million of outstanding senior debentures upon maturity in January 2016.



	At			At			Increase/(Decrease)
	September 30, 2016			December 31, 2015			$		%
Long-term debt ^(a)		$	8,902		$	8,226	$	676	8	%

(a) The increase is primarily the result of the Company’s issuance of $700 million of senior notes during July 2016. (See Note 5 to the consolidated financial statements).

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Cash Flows

The changes in cash and cash equivalents were as follows:



	Nine Months Ended September 30,
	2016			2015			Increase/(Decrease)
Net cash flow provided by (used for) operating activities from:
Continuing operations	$	1,308		$	650			$	658
Discontinued operations	(2		)	(27		)		25
Net cash flow provided by operating activities	1,306			623				683
Net cash flow used for investing activities from:
Continuing operations	(181		)	(102		)		(79		)
Discontinued operations	—			(4		)		4
Net cash flow used for investing activities	(181		)	(106		)		(75		)
Net cash flow used for financing activities	(1,269		)	(812		)		(457		)
Net decrease in cash and cash equivalents	$	(144	)	$	(295	)		$	151

Operating Activities. For the nine months ended September 30, 2016, the increase in cash provided by operating activities was primarily driven by growth in affiliate and subscription fees and higher advertising revenues, including from the broadcast of Super Bowl 50, partially offset by increased investment in content.

Cash paid for income taxes for the nine months ended September 30, 2016 and 2015 was as follows:



	Nine Months Ended September 30,
	2016				2015
Cash taxes included in operating activities from continuing operations		$	383			$	317
Excess tax benefits from the exercise of stock options and vesting of restricted stock units, included in financing activities		(13		)		(87		)
Cash paid for income taxes from continuing operations		$	370			$	230

The increase in cash paid for income taxes was driven by the increase in pretax earnings, as well lower federal tax refunds applied during the nine months ended September 30, 2016.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Investing Activities



	Nine Months Ended September 30,
	2016				2015
Acquisitions ^(a)		$	(51	)		$	(7	)
Capital expenditures ^(b)		(125		)		(104		)
Investments in and advances to investee companies ^(c)		(44		)		(58		)
Proceeds from dispositions ^(d)		28				75
Other investing activities		11				(8		)
Net cash flow used for investing activities from continuing operations		(181		)		(102		)
Net cash flow used for investing activities from discontinued operations		—				(4		)
Net cash flow used for investing activities		$	(181	)		$	(106	)

(a) 2016 primarily reflects the acquisition of 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 international television joint ventures.

(d) Primarily reflects sales of internet businesses in China.

Financing Activities



	Nine Months Ended September 30,
	2016				2015
Repurchase of CBS Corp. Class B Common Stock		$	(1,534	)		$	(2,345	)
Proceeds from (repayments of) short-term debt borrowings, net		33				(313		)
Proceeds from issuance of senior notes		685				1,959
Repayment of senior debentures		(199		)		—
Dividends		(209		)		(228		)
Proceeds from exercise of stock options		13				137
All other financing activities, net		(58		)		(22		)
Net cash flow used for financing activities		$	(1,269	)		$	(812	)

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.

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.


	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2016			2015
Net cash flow provided by operating activities	$	623		$	288		$	1,306		$	623
Capital expenditures	(104		)	(112		)	(125		)	(104		)
Exclude operating cash flow from discontinued operations	(27		)	52			(2		)	(27		)
Free cash flow	$	546		$	124		$	1,183		$	546



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 Nine Months Ended September 30, ~~2015~~2016 and September 30, ~~2014~~2015	3

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

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

	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, ~~2015~~2016 and September 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.	3130

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5155

Item 4.	Controls and Procedures.	5155

	PART II – OTHER INFORMATION

Item 1A.	Risk Factors.	5256

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	5256

Item 6.	Exhibits.	5357


	At				At				At				At
	September 30, 2015				December 31, 2014				September 30, 2016				December 31, 2015
ASSETS
Current Assets:
Cash and cash equivalents		$	133			$	428			$	179			$	323
Receivables, less allowances of $63 (2015) and $50 (2014)		3,397				3,459
Programming and other inventory (Note 4)		1,420				922
Deferred income tax assets, net		122				104
Receivables, less allowances of $67 (2016) and $63 (2015)										3,348				3,628
Programming and other inventory (Note 3)										1,459				1,271
Prepaid income taxes		—				161				39				101
Prepaid expenses		160				129				204				175
Other current assets		323				386				228				249
Total current assets		5,555				5,589				5,457				5,747
Property and equipment		3,226				3,164				3,263				3,243
Less accumulated depreciation and amortization		1,852				1,731				1,918				1,838
Net property and equipment		1,374				1,433				1,345				1,405
Programming and other inventory (Note 4)		1,909				1,817
Programming and other inventory (Note 3)										2,237				1,957
Goodwill		6,663				6,698				6,531				6,481
Intangible assets		5,997				6,008				5,499				5,514
Other assets		2,741				2,527				2,779				2,661
Total Assets		$	24,239			$	24,072			$	23,848			$	23,765

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	169			$	302			$	153			$	192
Accrued compensation		258				333				282				315
Participants’ share and royalties payable		926				999
Participants’ share and royalties payable										979				1,013
Program rights		377				404				373				374
Deferred revenues		187				206				141				295
Income taxes payable		51				—
Commercial paper (Note 7)		303				616
Current portion of long-term debt (Note 7)		20				20
Commercial paper (Note 5)										33				—
Current portion of long-term debt (Note 5)										22				222
Accrued expenses and other current liabilities		1,141				1,153				1,115				1,149
Total current liabilities		3,432				4,033				3,098				3,560
Long-term debt (Note 7)		8,476				6,510
Long-term debt (Note 5)										8,902				8,226
Pension and postretirement benefit obligations		1,491				1,564				1,526				1,575
Deferred income tax liabilities, net		1,594				1,530				1,667				1,509
Other liabilities		3,279				3,347				3,240				3,260
Liabilities of discontinued operations (Note 3)		88				118
Liabilities of discontinued operations										67				72

Commitments and contingencies (Note 11)
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; 826 (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		44,076				44,041				43,935				44,055
Accumulated deficit		(20,779		)		(21,931		)		(19,144		)		(20,518		)
Accumulated other comprehensive loss (Note 9)		(714		)		(735		)
Accumulated other comprehensive loss (Note 7)										(739		)		(770		)
		22,584				21,376				24,053				22,768
Less treasury stock, at cost; 390 (2015) and 349 (2014) Class B shares		16,705				14,406
Less treasury stock, at cost; 429 (2016) and 401 (2015) Class B shares										18,705				17,205
Total Stockholders’ Equity		5,879				6,970				5,348				5,563
Total Liabilities and Stockholders’ Equity		$	24,239			$	24,072			$	23,848			$	23,765


	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
(in millions)	2015	2014	2015	2014	2016	2015	2016	2015
Weighted average shares for basic EPS	480	532	489	562	442	480	451	489
Dilutive effect of shares issuable under stock-based compensation plans	4	9	6	12	4	4	4	6
Weighted average shares for diluted EPS	484	541	495	574	446	484	455	495



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			Nine Months Ended
	September 30, 2014			September 30, 2014
Revenues from discontinued operations		$	55		$	677
Earnings from discontinued operations		$	5		$	59
Income tax benefit (provision)		5			(17		)
Earnings from discontinued operations, net of tax		10			42
Gain on disposal, net of tax		1,557			1,557
Less: Net earnings from discontinued operations attributable to noncontrolling interest, net of tax		—			5
Net earnings from discontinued operations attributable to CBS Corp.		$	1,567		$	1,594



	At			At
	September 30, 2016			December 31, 2015
Acquired program rights		$	1,737		$	1,533
Internally produced programming:
Released		1,459			1,261
In process and other		445			392
Publishing, primarily finished goods		55			42
Total programming and other inventory		3,696			3,228
Less current portion		1,459			1,271
Total noncurrent programming and other inventory		$	2,237		$	1,957


	Pension Benefits						Postretirement Benefits						Pension Benefits						Postretirement Benefits
Three Months Ended September 30,	2015			2014			2015			2014			2016			2015			2016			2015
Components of net periodic cost:
Service cost	$	7		$	8		$	—		$	—		$	7		$	7		$	—		$	—
Interest cost	52			60			6			6			54			52			5			6
Expected return on plan assets	(65		)	(65		)	—			—			(56		)	(65		)	—			—
Amortization of actuarial loss (gain) ^(a)	20			16			(6		)	(6		)	21			20			(5		)	(6		)
Net periodic cost	$	14		$	19		$	—		$	—		$	26		$	14		$	—		$	—



	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	(7		)	—				(1		)		(8		)
Reclassifications to net earnings	—			27			^(a)	2			^(b)	29
Net other comprehensive income (loss)	(7		)	27				1				21
At September 30, 2015	$	151		$	(865	)		$	—			$	(714	)



	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	2		—					2
Reclassifications to net earnings	—		29			^(a)		29
Net other comprehensive income	2		29					31
At September 30, 2016	$	154	$	(893	)			$	(739	)



	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	—			20			^(a)	—		(30		)	^(c)	(10		)
Net other comprehensive income (loss)	(7		)	20				—		(15		)		(2		)
At September 30, 2014	$	159		$	(709	)		$	3	$	—			$	(547	)


(a)	Reflects amortization of net actuarial ~~losses, net of tax.~~losses. See Note 8.


~~(b)~~	~~Reflects loss recognized on designated foreign exchange contracts, net of tax. See Note 13.~~


~~(c)~~	~~Reclassified in connection with the disposal of Outdoor Americas in 2014. See Note~~ 3. 6.


	Balance at			2015			2015				Balance at			Balance at			2016				Balance at
	December 31, 2014			Charges			Settlements				September 30, 2015			December 31, 2015			Settlements				September 30, 2016
Entertainment		$	6		$	12		$	(8	)		$	10		$	19		$	(13	)		$	6
Local Broadcasting		10			43			(19		)		34
Local Media															11			(5		)		6
Radio															23			(11		)		12
Corporate		2			—			(1		)		1			1			(1		)		—
Total		$	18		$	55		$	(28	)		$	45		$	54		$	(30	)		$	24


At September 30, 2015	Level 1		Level 2		Level 3		Total
At September 30, 2016									Level 1		Level 2		Level 3		Total
Assets:
Investments	$	71	$	—	$	—	$	71
Interest rate swaps	—		12		—		12
Foreign exchange contracts	—		12		—		12
Foreign currency hedges									$	—	$	21	$	—	$	21
Total Assets	$	71	$	24	$	—	$	95	$	—	$	21	$	—	$	21
Liabilities:
Deferred compensation	$	—	$	294	$	—	$	294	$	—	$	329	$	—	$	329
Foreign exchange contracts	—		2		—		2
Foreign currency hedges									—		5		—		5
Total Liabilities	$	—	$	296	$	—	$	296	$	—	$	334	$	—	$	334


	Statement of Operations															Statement of Operations
	For the Three Months Ended September 30, 2015															For the Three Months Ended September 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	$	36		$	2		$	3,219		$	—		$	3,257		$	42		$	3		$	3,351		$	—		$	3,396
Expenses:
Costs and expenses:
Operating	17			1			1,824			—			1,842			16			1			1,880			—			1,897
Selling, general and administrative	3			49			545			—			597			20			63			557			—			640
Depreciation and amortization	1			5			59			—			65			2			6			53			—			61
Total expenses	21			55			2,428			—			2,504
Total costs and expenses																38			70			2,490			—			2,598
Operating income (loss)	15			(53		)	791			—			753			4			(67		)	861			—			798
Interest (expense) income, net	(125		)	(103		)	132			—			(96		)	(129		)	(109		)	141			—			(97		)
Other items, net	(1		)	6			(9		)	—			(4		)	—			—			2			—			2
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies	(111		)	(150		)	914			—			653
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies																(125		)	(176		)	1,004			—			703
Benefit (provision) for income taxes	36			48			(295		)	—			(211		)	43			59			(278		)	—			(176		)
Equity in earnings (loss) of investee companies, net of tax	501			338			(16		)	(839		)	(16		)	560			327			(13		)	(887		)	(13		)
Net earnings from continuing operations																478			210			713			(887		)	514
Loss from discontinued operations																—			—			(36		)	—			(36		)
Net earnings	$	426		$	236		$	603		$	(839	)	$	426		$	478		$	210		$	677		$	(887	)	$	478
Total comprehensive income	$	430		$	240		$	590		$	(830	)	$	430		$	489		$	215		$	675		$	(890	)	$	489


	Balance Sheet														Balance Sheet
	At September 30, 2015														At September 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	$	48		$	1	$	84		$	—		$	133		$	54		$	1	$	124		$	—		$	179
Receivables, net	22			2		3,373			—			3,397			20			2		3,326			—			3,348
Programming and other inventory	4			3		1,413			—			1,420			4			3		1,452			—			1,459
Prepaid expenses and other current assets	99			32		506			(32		)	605			93			39		375			(36		)	471
Total current assets	173			38		5,376			(32		)	5,555			171			45		5,277			(36		)	5,457
Property and equipment	44			165		3,017			—			3,226			47			184		3,032			—			3,263
Less accumulated depreciation and amortization	19			113		1,720			—			1,852			23			135		1,760			—			1,918
Net property and equipment	25			52		1,297			—			1,374			24			49		1,272			—			1,345
Programming and other inventory	7			10		1,892			—			1,909			6			7		2,224			—			2,237
Goodwill	98			62		6,503			—			6,663			98			62		6,371			—			6,531
Intangible assets	—			—		5,997			—			5,997			—			—		5,499			—			5,499
Investments in consolidated subsidiaries	42,533			12,488		—			(55,021		)	—			44,372			13,652		—			(58,024		)	—
Other assets	224			12		2,505			—			2,741			153			11		2,615			—			2,779
Intercompany	—			2,341		22,900			(25,241		)	—			—			1,901		25,528			(27,429		)	—
Total Assets	$	43,060		$	15,003	$	46,470		$	(80,294	)	$	24,239		$	44,824		$	15,727	$	48,786		$	(85,489	)	$	23,848
Liabilities and Stockholders’ Equity
Accounts payable	$	9		$	3	$	157		$	—		$	169		$	1		$	2	$	150		$	—		$	153
Participants’ share and royalties payable	—			—		926			—			926			—			—		979			—			979
Program rights	4			3		370			—			377			4			4		365			—			373
Commercial paper	303			—		—			—			303			33			—		—			—			33
Current portion of long-term debt	4			—		16			—			20			6			—		16			—			22
Accrued expenses and other current liabilities	372			214		1,083			(32		)	1,637			363			228		983			(36		)	1,538
Total current liabilities	692			220		2,552			(32		)	3,432			407			234		2,493			(36		)	3,098
Long-term debt	8,359			—		117			—			8,476			8,797			—		105			—			8,902
Other liabilities	2,889			247		3,316			—			6,452			2,843			244		3,413			—			6,500
Intercompany	25,241			—		—			(25,241		)	—			27,429			—		—			(27,429		)	—
Stockholders’ Equity:
Preferred stock	—			—		126			(126		)	—			—			—		126			(126		)	—
Common stock	1			123		590			(713		)	1			1			123		590			(713		)	1
Additional paid-in capital	44,076			—		60,894			(60,894		)	44,076			43,935			—		60,894			(60,894		)	43,935
Retained earnings (deficit)	(20,779		)	14,744		(16,414		)	1,670			(20,779		)	(19,144		)	15,435		(14,105		)	(1,330		)	(19,144		)
Accumulated other comprehensive income (loss)	(714		)	—		89			(89		)	(714		)	(739		)	22		70			(92		)	(739		)
	22,584			14,867		45,285			(60,152		)	22,584			24,053			15,580		47,575			(63,155		)	24,053
Less treasury stock, at cost	16,705			331		4,800			(5,131		)	16,705			18,705			331		4,800			(5,131		)	18,705
Total Stockholders’ Equity	5,879			14,536		40,485			(55,021		)	5,879			5,348			15,249		42,775			(58,024		)	5,348
Total Liabilities and Stockholders’ Equity	$	43,060		$	15,003	$	46,470		$	(80,294	)	$	24,239		$	44,824		$	15,727	$	48,786		$	(85,489	)	$	23,848


	Statement of Cash Flows														Statement of Cash Flows
	For the Nine Months Ended September 30, 2015														For the Nine Months Ended September 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	$	(557	)	$	(183	)	$	1,363		$	—	$	623		$	(696	)	$	(146	)	$	2,148		$	—	$	1,306
Investing Activities:
Acquisitions, net of cash acquired	—			—			(7		)	—		(7		)
Acquisitions															—			—			(51		)	—		(51		)
Capital expenditures	—			(5		)	(99		)	—		(104		)	—			(16		)	(109		)	—		(125		)
Investments in and advances to investee companies	—			—			(58		)	—		(58		)	—			—			(44		)	—		(44		)
Proceeds from dispositions	—			—			75			—		75			(4		)	—			32			—		28
Other investing activities	(8		)	—			—			—		(8		)	7			—			4			—		11
Net cash flow used for investing activities from continuing operations	(8		)	(5		)	(89		)	—		(102		)
Net cash flow used for investing activities from discontinued operations	(4		)	—			—			—		(4		)
Net cash flow used for investing activities	(12		)	(5		)	(89		)	—		(106		)
Net cash flow provided by (used for) investing activities															3			(16		)	(168		)	—		(181		)
Financing Activities:
Repayments of short-term debt borrowings, net	(313		)	—			—			—		(313		)
Proceeds from issuance of notes, net	1,959			—			—			—		1,959
Proceeds from short-term debt borrowings, net															33			—			—			—		33
Proceeds from issuance of senior notes															685			—			—			—		685
Repayment of senior debentures															(199		)	—			—			—		(199		)
Payment of capital lease obligations	—			—			(13		)	—		(13		)	—			—			(13		)	—		(13		)
Dividends	(228		)	—			—			—		(228		)	(209		)	—			—			—		(209		)
Purchase of Company common stock	(2,345		)	—			—			—		(2,345		)	(1,534		)	—			—			—		(1,534		)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(96		)	—			—			—		(96		)	(57		)	—			—			—		(57		)
Proceeds from exercise of stock options	137			—			—			—		137			13			—			—			—		13
Excess tax benefit from stock-based compensation	87			—			—			—		87			13			—			—			—		13
Other financing activities															(1		)	—			—			—		(1		)
Increase (decrease) in intercompany payables	1,353			188			(1,541		)	—		—			1,736			162			(1,898		)	—		—
Net cash flow provided by (used for) financing activities	554			188			(1,554		)	—		(812		)	480			162			(1,911		)	—		(1,269		)
Net decrease in cash and cash equivalents	(15		)	—			(280		)	—		(295		)
Net (decrease) increase in cash and cash equivalents															(213		)	—			69			—		(144		)
Cash and cash equivalents at beginning of period	63			1			364			—		428			267			1			55			—		323
Cash and cash equivalents at end of period	$	48		$	1		$	84		$	—	$	133		$	54		$	1		$	124		$	—	$	179



	Three Months Ended September 30,
			Percentage of Total				Percentage of Total		Increase/(Decrease)
Revenues by Type	2015		Percentage of Total		2014		Percentage of Total		$			%
Advertising	$	1,481	46	%	$	1,548	46	%	$	(67	)	(4	)%
Content licensing and distribution	1,046		32	%	1,141		34	%	(95		)	(8	)%
Affiliate and subscription fees	664		20	%	608		18	%	56			9	%
Other	66		2	%	70		2	%	(4		)	(6	)%
Total Revenues	$	3,257	100	%	$	3,367	100	%	$	(110	)	(3	)%



(in millions, except per share amounts)	Total Number of Shares Purchased		Average Price Per Share	Total Number of Shares Purchased as Part of Publicly Announced Programs		Remaining Authorization
July 1, 2015 - July 31, 2015		2.5	$54.36		2.5		$	2,864
August 1, 2015 - August 31, 2015		3.4	$48.34		3.4		$	2,698
September 1, 2015 - September 30, 2015		4.7	$42.56		4.7		$	2,501
Total		10.6	$47.23		10.6		$	2,501



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)	~~Summary~~Employment Agreement dated as of September 29, 2016 between CBS Corporation ~~Compensation for Outside Directors (as of May 21, 2015)~~and Anthony G. Ambrosio (filed herewith).
(12	)		Statement Regarding Computation of Ratios (filed herewith)
(31	)		Rule 13a-14(a)/15d-14(a) Certifications
		(a)	Certification of the Chief Executive Officer of CBS Corporation pursuant to Rule 13a-14(a), or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
		(b)	Certification of the Chief Operating Officer of CBS Corporation pursuant to Rule 13a-14(a), or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
(32	)		Section 1350 Certifications
		(a)	Certification of the Chief Executive Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).
		(b)	Certification of the Chief Operating Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).
(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: November 3, ~~2015~~2016	/s/ Joseph R. Ianniello
	Joseph R. Ianniello Chief Operating Officer

Date: November 3, ~~2015~~2016	/s/ Lawrence Liding
	Lawrence Liding Executive Vice President, Controller and Chief Accounting Officer