20) CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

CBS Operations Inc. is a wholly owned subsidiary of the Company. CBS Operations Inc. has fully and unconditionally guaranteed CBS Corp.’s senior debt securities (See Note 9). The following condensed consolidating financial statements present the results of operations, financial position and cash flows of CBS Corp., CBS Operations Inc., the direct and indirect Non-Guarantor Affiliates of CBS Corp. and CBS Operations Inc., and the eliminations necessary to arrive at the information for the Company on a consolidated basis.



	Statement of Operations
	For the Year Ended December 31, 2016
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	181		$	12		$	12,973		$	—		$	13,166
Costs and expenses:
Operating	67			6			7,883			—			7,956
Selling, general and administrative	80			297			1,747			—			2,124
Depreciation and amortization	5			23			197			—			225
Pension settlement charge	211			—			—			—			211
Restructuring and merger and acquisition-related costs	—			2			36			—			38
Other operating items, net	—			—			(9		)	—			(9		)
Total costs and expenses	363			328			9,854			—			10,545
Operating income (loss)	(182		)	(316		)	3,119			—			2,621
Interest (expense) income, net	(502		)	(433		)	556			—			(379		)
Other items, net	(3		)	19			(28		)	—			(12		)
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(687		)	(730		)	3,647			—			2,230
Benefit (provision) for income taxes	212			224			(1,064		)	—			(628		)
Equity in earnings (loss) of investee companies, net of tax	1,736			1,077			(50		)	(2,813		)	(50		)
Net earnings from continuing operations	1,261			571			2,533			(2,813		)	1,552
Net loss from discontinued operations, net of tax	—			(1		)	(290		)	—			(291		)
Net earnings	$	1,261		$	570		$	2,243		$	(2,813	)	$	1,261
Total comprehensive income	$	1,264		$	595		$	2,212		$	(2,807	)	$	1,264



	Statement of Operations
	For the Year Ended December 31, 2015
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	148		$	11		$	12,512		$	—		$	12,671
Costs and expenses:
Operating	65			5			7,841			—			7,911
Selling, general and administrative	46			243			1,672			—			1,961
Depreciation and amortization	6			20			209			—			235
Restructuring charges	—			—			45			—			45
Other operating items, net	(117		)	—			(22		)	—			(139		)
Total costs and expenses	—			268			9,745			—			10,013
Operating income (loss)	148			(257		)	2,767			—			2,658
Interest (expense) income, net	(486		)	(403		)	521			—			(368		)
Other items, net	(3		)	9			(32		)	—			(26		)
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(341		)	(651		)	3,256			—			2,264
Benefit (provision) for income taxes	160			215			(1,051		)	—			(676		)
Equity in earnings (loss) of investee companies, net of tax	1,593			1,090			(34		)	(2,683		)	(34		)
Net earnings from continuing operations	1,412			654			2,171			(2,683		)	1,554
Net earnings (loss) from discontinued operations, net of tax	1			(1		)	(141		)	—			(141		)
Net earnings	$	1,413		$	653		$	2,030		$	(2,683	)	$	1,413
Total comprehensive income	$	1,378		$	660		$	2,030		$	(2,690	)	$	1,378



	Statement of Operations
	For the Year Ended December 31, 2014
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	159		$	11		$	12,349		$	—		$	12,519
Costs and expenses:
Operating	68			6			7,615			—			7,689
Selling, general and administrative	61			254			1,656			—			1,971
Depreciation and amortization	6			16			228			—			250
Restructuring charges	—			3			16			—			19
Total costs and expenses	135			279			9,515			—			9,929
Operating income (loss)	24			(268		)	2,834			—			2,590
Interest (expense) income, net	(443		)	(383		)	476			—			(350		)
Loss on early extinguishment of debt	(351		)	—			(1		)	—			(352		)
Other items, net	(1		)	4			(33		)	—			(30		)
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(771		)	(647		)	3,276			—			1,858
Benefit (provision) for income taxes	280			229			(1,168		)	—			(659		)
Equity in earnings (loss) of investee companies, net of tax	3,444			1,270			(48		)	(4,714		)	(48		)
Net earnings from continuing operations	2,953			852			2,060			(4,714		)	1,151
Net earnings (loss) from discontinued operations, net of tax	6			(2		)	1,804			—			1,808
Net earnings	$	2,959		$	850		$	3,864		$	(4,714	)	$	2,959
Total comprehensive income	$	2,769		$	857		$	3,819		$	(4,676	)	$	2,769



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



	Balance Sheet
	At December 31, 2015
	CBS Corp.			CBS Operations Inc.		Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Assets
Cash and cash equivalents	$	267		$	1	$	49		$	—		$	317
Receivables, net	28			2		3,345			—			3,375
Programming and other inventory	3			3		1,264			—			1,270
Prepaid expenses and other current assets	192			26		274			(30		)	462
Current assets of discontinued operations	—			—		323			—			323
Total current assets	490			32		5,255			(30		)	5,747
Property and equipment	46			180		2,654			—			2,880
Less accumulated depreciation and amortization	20			118		1,489			—			1,627
Net property and equipment	26			62		1,165			—			1,253
Programming and other inventory	6			9		1,942			—			1,957
Goodwill	98			62		4,629			—			4,789
Intangible assets	—			—		2,639			—			2,639
Investments in consolidated subsidiaries	42,744			12,775		—			(55,519		)	—
Other assets	163			11		2,459			—			2,633
Intercompany	—			2,248		23,988			(26,236		)	—
Assets of discontinued operations	—			—		4,747			—			4,747
Total Assets	$	43,527		$	15,199	$	46,824		$	(81,785	)	$	23,765
Liabilities and Stockholders’ Equity
Accounts payable	$	1		$	4	$	154		$	—		$	159
Participants’ share and royalties payable	—			—		1,013			—			1,013
Program rights	4			4		364			—			372
Current portion of long-term debt	206			—		16			—			222
Accrued expenses and other current liabilities	418			229		1,034			(30		)	1,651
Current liabilities of discontinued operations	—			1		142			—			143
Total current liabilities	629			238		2,723			(30		)	3,560
Long-term debt	8,113			—		113			—			8,226
Other liabilities	2,961			252		2,064			—			5,277
Liabilities of discontinued operations	25			—		1,114			—			1,139
Intercompany	26,236			—		—			(26,236		)	—
Stockholders’ Equity:
Preferred stock	—			—		126			(126		)	—
Common stock	1			123		590			(713		)	1
Additional paid-in capital	44,055			—		60,894			(60,894		)	44,055
Retained earnings (deficit)	(20,518		)	14,913		(16,081		)	1,168			(20,518		)
Accumulated other comprehensive income (loss)	(770		)	4		81			(85		)	(770		)
	22,768			15,040		45,610			(60,650		)	22,768
Less treasury stock, at cost	17,205			331		4,800			(5,131		)	17,205
Total Stockholders’ Equity	5,563			14,709		40,810			(55,519		)	5,563
Total Liabilities and Stockholders’ Equity	$	43,527		$	15,199	$	46,824		$	(81,785	)	$	23,765



	Statement of Cash Flows
	For the Year Ended December 31, 2016
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating activities	$	(846	)	$	(157	)	$	2,688		$	—	$	1,685
Investing Activities:
Acquisitions	—			—			(92		)	—		(92		)
Capital expenditures	—			(33		)	(163		)	—		(196		)
Investments in and advances to investee companies	—			—			(81		)	—		(81		)
Proceeds from dispositions	(4		)	—			24			—		20
Other investing activities	15			—			—			—		15
Net cash flow provided by (used for) investing activities from continuing operations	11			(33		)	(312		)	—		(334		)
Net cash flow used for investing activities from discontinued operations	—			(1		)	(5		)	—		(6		)
Net cash flow provided by (used for) investing activities	11			(34		)	(317		)	—		(340		)
Financing Activities:
Proceeds from short-term debt borrowings, net	450			—			—			—		450
Proceeds from issuance of senior notes	684			—			—			—		684
Repayment of senior debentures	(199		)	—			—			—		(199		)
Proceeds from debt borrowings of CBS Radio	—			—			1,452			—		1,452
Repayment of debt borrowings of CBS Radio	—			—			(110		)	—		(110		)
Payment of capital lease obligations	—			—			(18		)	—		(18		)
Dividends	(288		)	—			—			—		(288		)
Purchase of Company common stock	(2,997		)	—			—			—		(2,997		)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(58		)	—			—			—		(58		)
Proceeds from exercise of stock options	21			—			—			—		21
Excess tax benefit from stock-based compensation	17			—			—			—		17
Increase (decrease) in intercompany payables	3,259			190			(3,449		)	—		—
Net cash flow provided by (used for) financing activities	889			190			(2,125		)	—		(1,046		)
Net increase (decrease) in cash and cash equivalents	54			(1		)	246			—		299
Cash and cash equivalents at beginning of year (includes $6 of discontinued operations cash)	267			1			55			—		323
Cash and cash equivalents at end of year (includes $24 of discontinued operations cash)	$	321		$	—		$	301		$	—	$	622



	Statement of Cash Flows
	For the Year Ended December 31, 2015
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating activities	$	(634	)	$	(201	)	$	2,229		$	—	$	1,394
Investing Activities:
Acquisitions	—			—			(12		)	—		(12		)
Capital expenditures	—			(16		)	(155		)	—		(171		)
Investments in and advances to investee companies	—			—			(98		)	—		(98		)
Proceeds from sale of investments	79			—			1			—		80
Proceeds from dispositions	318			—			65			—		383
Other investing activities	(3		)	—			—			—		(3		)
Net cash flow provided by (used for) investing activities from continuing operations	394			(16		)	(199		)	—		179
Net cash flow used for investing activities from discontinued operations	(3		)	—			(22		)	—		(25		)
Net cash flow provided by (used for) investing activities	391			(16		)	(221		)	—		154
Financing Activities:
Repayments of short-term debt borrowings, net	(616		)	—			—			—		(616		)
Proceeds from issuance of senior notes	1,959			—			—			—		1,959
Payment of capital lease obligations	—			—			(17		)	—		(17		)
Dividends	(300		)	—			—			—		(300		)
Purchase of Company common stock	(2,813		)	—			—			—		(2,813		)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(96		)	—			—			—		(96		)
Proceeds from exercise of stock options	142			—			—			—		142
Excess tax benefit from stock-based compensation	88			—			—			—		88
Increase (decrease) in intercompany payables	2,083			217			(2,300		)	—		—
Net cash flow provided by (used for) financing activities	447			217			(2,317		)	—		(1,653		)
Net increase (decrease) in cash and cash equivalents	204			—			(309		)	—		(105		)
Cash and cash equivalents at beginning of year (includes $6 of discontinued operations cash)	63			1			364			—		428
Cash and cash equivalents at end of year (includes $6 of discontinued operations cash)	$	267		$	1		$	55		$	—	$	323



	Statement of Cash Flows
	For the Year Ended December 31, 2014
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating activities	$	(1,107	)	$	(194	)	$	2,576		$	—	$	1,275
Investing Activities:
Acquisitions	—			—			(2		)	—		(2		)
Capital expenditures	—			(27		)	(151		)	—		(178		)
Investments in and advances to investee companies	—			—			(98		)	—		(98		)
Proceeds from sale of investments	—			—			12			—		12
Proceeds from dispositions	—			—			4			—		4
Other investing activities	(4		)	—			—			—		(4		)
Net cash flow used for investing activities from continuing operations	(4		)	(27		)	(235		)	—		(266		)
Net cash flow used for investing activities from discontinued operations	(29		)	—			(306		)	—		(335		)
Net cash flow used for investing activities	(33		)	(27		)	(541		)	—		(601		)
Financing Activities:
Proceeds from short-term debt borrowings, net	141			—			—			—		141
Proceeds from issuance of senior notes	1,728			—			—			—		1,728
Repayment of notes and debentures	(1,146		)	—			(6		)	—		(1,152		)
Proceeds from debt borrowings of Outdoor Americas	(5		)	—			1,574			—		1,569
Proceeds from IPO of Outdoor Americas	—			—			613			—		613
Payment of capital lease obligations	—			—			(17		)	—		(17		)
Dividends	(292		)	—			—			—		(292		)
Purchase of Company common stock	(3,595		)	—			—			—		(3,595		)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(146		)	—			—			—		(146		)
Proceeds from exercise of stock options	283			—			—			—		283
Excess tax benefit from stock-based compensation	243			—			—			—		243
Other financing activities	(9		)	—			(9		)	—		(18		)
Increase (decrease) in intercompany payables	3,921			221			(4,142		)	—		—
Net cash flow provided by (used for) financing activities	1,123			221			(1,987		)	—		(643		)
Net (decrease) increase in cash and cash equivalents	(17		)	—			48			—		31
Cash and cash equivalents at beginning of year (includes $33 of discontinued operations cash)	80			1			316			—		397
Cash and cash equivalents at end of year (includes $6 of discontinued operations cash)	$	63		$	1		$	364		$	—	$	428