14) CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

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



	Statement of Operations
	For the Three Months Ended June 30, 2017
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	42		$	2		$	3,213		$	—		$	3,257
Costs and expenses:
Operating	22			2			1,980			—			2,004
Selling, general and administrative	23			68			437			—			528
Depreciation and amortization	1			6			49			—			56
Total costs and expenses	46			76			2,466			—			2,588
Operating income (loss)	(4		)	(74		)	747			—			669
Interest (expense) income, net	(127		)	(120		)	151			—			(96		)
Other items, net	1			(12		)	16			—			5
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(130		)	(206		)	914			—			578
Benefit (provision) for income taxes	39			62			(270		)	—			(169		)
Equity in earnings (loss) of investee companies, net of tax	149			339			(12		)	(488		)	(12		)
Net earnings from continuing operations	58			195			632			(488		)	397
Net loss from discontinued operations, net of tax	—			—			(339		)	—			(339		)
Net earnings	$	58		$	195		$	293		$	(488	)	$	58
Total comprehensive income	$	70		$	190		$	302		$	(492	)	$	70



	Statement of Operations
	For the Six Months Ended June 30, 2017
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	84		$	5		$	6,511		$	—		$	6,600
Costs and expenses:
Operating	46			3			4,029			—			4,078
Selling, general and administrative	43			132			863			—			1,038
Depreciation and amortization	2			12			97			—			111
Total costs and expenses	91			147			4,989			—			5,227
Operating income (loss)	(7		)	(142		)	1,522			—			1,373
Interest (expense) income, net	(249		)	(237		)	294			—			(192		)
Other items, net	1			(25		)	30			—			6
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(255		)	(404		)	1,846			—			1,187
Benefit (provision) for income taxes	77			122			(506		)	—			(307		)
Equity in earnings (loss) of investee companies, net of tax	(16		)	693			(29		)	(677		)	(29		)
Net earnings (loss) from continuing operations	(194		)	411			1,311			(677		)	851
Net loss from discontinued operations, net of tax	—			—			(1,045		)	—			(1,045		)
Net earnings (loss)	$	(194	)	$	411		$	266		$	(677	)	$	(194	)
Total comprehensive income (loss)	$	(168	)	$	404		$	281		$	(685	)	$	(168	)



	Statement of Operations
	For the Three Months Ended June 30, 2016
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	36		$	3		$	2,937		$	—		$	2,976
Costs and expenses:
Operating	15			2			1,741			—			1,758
Selling, general and administrative	21			66			423			—			510
Depreciation and amortization	1			6			50			—			57
Total costs and expenses	37			74			2,214			—			2,325
Operating income (loss)	(1		)	(71		)	723			—			651
Interest (expense) income, net	(124		)	(106		)	138			—			(92		)
Other items, net	(1		)	13			(16		)	—			(4		)
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(126		)	(164		)	845			—			555
Benefit (provision) for income taxes	40			51			(264		)	—			(173		)
Equity in earnings (loss) of investee companies, net of tax	509			289			(9		)	(798		)	(9		)
Net earnings from continuing operations	423			176			572			(798		)	373
Net earnings from discontinued operations, net of tax	—			—			50			—			50
Net earnings	$	423		$	176		$	622		$	(798	)	$	423
Total comprehensive income	$	432		$	185		$	611		$	(796	)	$	432



	Statement of Operations
	For the Six Months Ended June 30, 2016
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	83		$	6		$	6,475		$	—		$	6,564
Costs and expenses:
Operating	32			3			3,995			—			4,030
Selling, general and administrative	42			132			839			—			1,013
Depreciation and amortization	2			11			101			—			114
Other operating items, net	—			—			(9		)	—			(9		)
Total costs and expenses	76			146			4,926			—			5,148
Operating income (loss)	7			(140		)	1,549			—			1,416
Interest (expense) income, net	(248		)	(210		)	273			—			(185		)
Other items, net	(2		)	3			(8		)	—			(7		)
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies	(243		)	(347		)	1,814			—			1,224
Benefit (provision) for income taxes	77			110			(566		)	—			(379		)
Equity in earnings (loss) of investee companies, net of tax	1,062			549			(30		)	(1,611		)	(30		)
Net earnings from continuing operations	896			312			1,218			(1,611		)	815
Net earnings from discontinued operations, net of tax	—			—			81			—			81
Net earnings	$	896		$	312		$	1,299		$	(1,611	)	$	896
Total comprehensive income	$	916		$	325		$	1,290		$	(1,615	)	$	916



	Balance Sheet
	At June 30, 2017
	CBS Corp.			CBS Operations Inc.		Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Assets
Cash and cash equivalents	$	15		$	—	$	155		$	—		$	170
Receivables, net	22			2		3,275			—			3,299
Programming and other inventory	4			3		1,553			—			1,560
Prepaid expenses and other current assets	94			31		266			(33		)	358
Current assets of discontinued operations	—			—		299			—			299
Total current assets	135			36		5,548			(33		)	5,686
Property and equipment	48			205		2,714			—			2,967
Less accumulated depreciation and amortization	26			151		1,576			—			1,753
Net property and equipment	22			54		1,138			—			1,214
Programming and other inventory	3			6		2,450			—			2,459
Goodwill	98			62		4,731			—			4,891
Intangible assets	—			—		2,627			—			2,627
Investments in consolidated subsidiaries	44,467			14,544		—			(59,011		)	—
Other assets	149			8		2,401			—			2,558
Intercompany	—			1,455		28,442			(29,897		)	—
Assets of discontinued operations	—			—		3,218			—			3,218
Total Assets	$	44,874		$	16,165	$	50,555		$	(88,941	)	$	22,653
Liabilities and Stockholders’ Equity
Accounts payable	$	1		$	4	$	119		$	—		$	124
Participants’ share and royalties payable	—			—		1,005			—			1,005
Program rights	4			3		255			—			262
Commercial paper	263			—		—			—			263
Current portion of long-term debt	6			—		17			—			23
Accrued expenses and other current liabilities	383			212		830			(33		)	1,392
Current liabilities of discontinued operations	—			—		161			—			161
Total current liabilities	657			219		2,387			(33		)	3,230
Long-term debt	8,801			—		97			—			8,898
Other liabilities	2,892			238		2,285			—			5,415
Liabilities of discontinued operations	—			—		2,483			—			2,483
Intercompany	29,897			—		—			(29,897		)	—
Stockholders’ Equity:
Preferred stock	—			—		126			(126		)	—
Common stock	1			123		590			(713		)	1
Additional paid-in capital	43,820			—		60,894			(60,894		)	43,820
Retained earnings (accumulated deficit)	(19,451		)	15,894		(13,572		)	(2,322		)	(19,451		)
Accumulated other comprehensive income (loss)	(741		)	22		65			(87		)	(741		)
	23,629			16,039		48,103			(64,142		)	23,629
Less treasury stock, at cost	21,002			331		4,800			(5,131		)	21,002
Total Stockholders’ Equity	2,627			15,708		43,303			(59,011		)	2,627
Total Liabilities and Stockholders’ Equity	$	44,874		$	16,165	$	50,555		$	(88,941	)	$	22,653



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



	Statement of Cash Flows
	For the Six Months Ended June 30, 2017
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating activities	$	(608	)	$	(153	)	$	1,699		$	—	$	938
Investing Activities:
Acquisitions	—			—			(21		)	—		(21		)
Capital expenditures	—			(10		)	(58		)	—		(68		)
Investments in and advances to investee companies	—			—			(65		)	—		(65		)
Proceeds from dispositions	—			—			1			—		1
Other investing activities	14			—			—			—		14
Net cash flow provided by (used for) investing activities from continuing operations	14			(10		)	(143		)	—		(139		)
Net cash flow used for investing activities from discontinued operations	—			(1		)	(12		)	—		(13		)
Net cash flow provided by (used for) investing activities	14			(11		)	(155		)	—		(152		)
Financing Activities:
Repayments of short-term debt borrowings, net	(187		)	—			—			—		(187		)
Proceeds from debt borrowings of CBS Radio	—			—			24			—		24
Repayment of debt borrowings of CBS Radio	—			—			(5		)	—		(5		)
Payment of capital lease obligations	—			—			(8		)	—		(8		)
Payment of contingent consideration	—			—			(7		)	—		(7		)
Dividends	(151		)	—			—			—		(151		)
Purchase of Company common stock	(845		)	—			—			—		(845		)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(89		)	—			—			—		(89		)
Proceeds from exercise of stock options	39			—			—			—		39
Increase (decrease) in intercompany payables	1,521			164			(1,685		)	—		—
Net cash flow provided by (used for) financing activities	288			164			(1,681		)	—		(1,229		)
Net decrease in cash and cash equivalents	(306		)	—			(137		)	—		(443		)
Cash and cash equivalents at beginning of period (includes $24 million of discontinued operations cash)	321			—			301			—		622
Cash and cash equivalents at end of period (includes $9 million of discontinued operations cash)	$	15		$	—		$	164		$	—	$	179



	Statement of Cash Flows
	For the Six Months Ended June 30, 2016
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating activities	$	(476	)	$	(116	)	$	1,843		$	—	$	1,251
Investing Activities:
Acquisitions	—			—			(51		)	—		(51		)
Capital expenditures	—			(11		)	(58		)	—		(69		)
Investments in and advances to investee companies	—			—			(43		)	—		(43		)
Proceeds from dispositions	(4		)	—			23			—		19
Other investing activities	4			—			—			—		4
Net cash flow used for investing activities from continuing operations	—			(11		)	(129		)	—		(140		)
Net cash flow used for investing activities from discontinued operations	—			—			(2		)	—		(2		)
Net cash flow used for investing activities	—			(11		)	(131		)	—		(142		)
Financing Activities:
Proceeds from short-term borrowings, net	163			—			—			—		163
Repayment of senior debentures	(199		)	—			—			—		(199		)
Payment of capital lease obligations	—			—			(8		)	—		(8		)
Dividends	(142		)	—			—			—		(142		)
Purchase of Company common stock	(1,033		)	—			—			—		(1,033		)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(57		)	—			—			—		(57		)
Proceeds from exercise of stock options	10			—			—			—		10
Excess tax benefit from stock-based compensation	11			—			—			—		11
Other financing activities	(1		)	—			—			—		(1		)
Increase (decrease) in intercompany payables	1,503			127			(1,630		)	—		—
Net cash flow provided by (used for) financing activities	255			127			(1,638		)	—		(1,256		)
Net (decrease) increase in cash and cash equivalents	(221		)	—			74			—		(147		)
Cash and cash equivalents at beginning of period (includes $6 million of discontinued operations cash)	267			1			55			—		323
Cash and cash equivalents at end of period (includes $9 million of discontinued operations cash)	$	46		$	1		$	129		$	—	$	176