8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2017

CBS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-09553	04-2949533
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

51 West 52nd Street New York, New York	10019
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code: (212) 975-4321

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

As previously reported, on October 19, 2017, CBS Corporation (the “Company”) commenced an exchange offer for the split-off of its radio business, CBS Radio Inc. (“CBS Radio”), as part of its previously announced agreement to combine CBS Radio with Entercom Communications Corp. in a merger.

The unaudited consolidated financial statements of CBS Radio for the three and nine months ended September 30, 2017 are filed herewith as Exhibit 99.1, and unaudited supplemental financial information for CBS Radio for the three and nine months ended September 30, 2017 is filed herewith as Exhibit 99.2. Exhibit 99.1 and Exhibit 99.2 are incorporated by reference into this Item 8.01 in their entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit 99.1 and Exhibit 99.2 are filed as part of this Current Report on Form 8-K.

Exhibit Number	Description of Exhibit
99.1	CBS Radio Inc. unaudited consolidated financial statements for the three and nine months ended September 30, 2017.
99.2	CBS Radio Inc. supplemental financial information for the three and nine months ended September 30, 2017.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CBS CORPORATION
By:	/s/ Lawrence Liding
	Name: Lawrence Liding
	Title: Executive Vice President, Controller and Chief Accounting Officer

Date: November 2, 2017

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EX-99.1

Exhibit 99.1

CBS RADIO INC.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The historical financial statements of CBS Radio Inc. (“CBS Radio”) included herein have been presented on a “carve-out” basis from CBS Corporation’s consolidated financial statements using the historical results of operations, cash flows, assets and liabilities of CBS Radio and include allocations of corporate expenses from CBS Corporation. These allocations reflect significant assumptions, and the financial statements do not fully reflect what CBS Radio’s financial position, results of operations or cash flows would have been had it been a stand-alone company during the periods presented. As a result, historical financial information is not necessarily indicative of CBS Radio’s future results of operations, financial position or cash flows.

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CBS RADIO INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in millions, except share and per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenues	$	299.7		$	317.0		$	855.3		$	894.1
Costs and expenses:
Operating	112.9			110.0			306.8			299.0
Selling, general and administrative	121.8			121.8			373.5			359.3
Depreciation	6.5			6.6			19.0			19.8
Restructuring charges	—			—			7.5			—
Total costs and expenses	241.2			238.4			706.8			678.1
Operating income	58.5			78.6			148.5			216.0
Interest expense	(20.7		)	—			(59.8		)	—
Income before income taxes	37.8			78.6			88.7			216.0
Provision for income taxes	(16.3		)	(30.9		)	(36.7		)	(85.8		)
Net income	$	21.5		$	47.7		$	52.0		$	130.2
Net income per basic and diluted share	$	307,143		$	681,429		$	742,857		$	1,860,000
Weighted average number of basic and diluted common shares outstanding	70			70			70			70

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CBS RADIO INC.

INTERIM CONSOLIDATED BALANCE SHEETS

(Unaudited; in millions, except share and per share amounts)

		At September 30, 2017				At December 31, 2016
Assets
Current Assets:
	Cash		$	30.1			$	24.3
	Receivables, less allowances of $8.4 (2017) and $6.9 (2016)		253.9				244.2
	Prepaid income taxes		13.3				—
	Prepaid expenses		25.9				22.3
	Other current assets		17.0				13.8
Total current assets			340.2				304.6
Property and equipment, net			138.5				145.3
FCC licenses			2,545.4				2,545.4
Goodwill			1,331.8				1,331.8
Other assets			3.6				4.1
Total Assets			$	4,359.5			$	4,331.2
Liabilities and Stockholder's Equity
Current Liabilities:
	Accounts payable		$	39.1			$	34.0
	Accrued expenses		19.6				29.7
	Accrued compensation		24.4				20.7
	Accrued interest		12.7				7.5
	Income taxes payable		—				20.5
	Due to CBS		4.4				12.3
	Other current liabilities		18.5				24.0
	Current portion of long-term debt		10.6				10.6
Total current liabilities			129.3				159.3
Long-term debt			1,354.9				1,334.7
Deferred income tax liabilities, net			923.5				918.2
Other liabilities			58.8				58.6
Commitments and contingencies
Stockholder's Equity:
Series 1 common stock, par value $.01 per share; 500 shares authorized; 20 shares issued Series 2 common stock, par value $.01 per share; 500 shares authorized; 50 shares issued			—				—
Additional paid-in-capital			2,523.6				2,543.0
Accumulated deficit			(630.6		)		(682.6		)
Total Stockholder's Equity			1,893.0				1,860.4
Total Liabilities and Stockholder's Equity			$	4,359.5			$	4,331.2

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CBS RADIO INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in millions)

	Nine Months Ended September 30,
	2017			2016
Operating Activities:
Net income	$	52.0		$	130.2
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation	19.0			19.8
Deferred income tax provision	5.4			5.6
Stock-based compensation expense	10.0			10.6
Change in assets and liabilities, net of investing and financing activities
(Increase) decrease in receivables	(9.8		)	25.8
(Increase) decrease in prepaid expenses and other current assets	(4.8		)	1.4
Decrease in accounts payable and accrued expenses	(4.2		)	(20.5		)
(Decrease) increase in income taxes	(34.3		)	.5
Other, net	1.6			(1.8		)
Net cash flow provided by operating activities	34.9			171.6
Investing Activities:
Capital expenditures	(16.3		)	(14.0		)
Proceeds from dispositions	1.0			8.0
Proceeds from sale of investments	—			3.8
Net cash flow used for investing activities	(15.3		)	(2.2		)
Financing Activities:
Proceeds from debt borrowings	40.2			—
Repayment of debt borrowings	(23.0		)	—
Other financing activities	(1.5		)	—
Net cash distribution to CBS	(29.5		)	(174.0		)
Net cash flow used for financing activities	(13.8		)	(174.0		)
Net increase (decrease) in cash	5.8			(4.6		)
Cash at beginning of period	24.3			5.8
Cash at end of period	$	30.1		$	1.2
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	65.7		$	79.7
Cash paid for interest	$	51.6		$	—
Non-cash investing activity:
Accruals for unpaid property and equipment additions	$	1.7		$	—

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EX-99.2

Exhibit 99.2

CBS RADIO INC.

SUPPLEMENTAL FINANCIAL INFORMATION

(Unaudited; in millions)

Net Income and Adjusted OIBDA

The following table presents net income and Adjusted OIBDA of CBS Radio Inc. (“CBS Radio”) for the three and nine months ended September 30, 2017 and September 30, 2016. Adjusted OIBDA is a measure of performance not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). CBS Radio defines “Adjusted OIBDA” as operating income before depreciation, stock-based compensation expense, restructuring charges and impairment charges, in each case for the periods applicable. CBS Radio uses Adjusted OIBDA to evaluate its operating performance. CBS Radio believes Adjusted OIBDA is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by CBS Radio’s management, helps improve investors’ understanding of CBS Radio’s operating performance and makes it easier for investors to compare CBS Radio’s results with other companies that have different financing and capital structures or tax rates. Adjusted OIBDA is among the primary measures used by management for planning and forecasting of future periods, and it is an important indicator of CBS Radio's operational strength and business performance. In addition, Adjusted OIBDA is among the primary measures used by investors, analysts and peers in CBS Radio’s industry for purposes of valuation, the comparison of CBS Radio’s operating performance to other companies in CBS Radio’s industry, and the comparison of year-over-year results. Since Adjusted OIBDA is a measure not calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net income or operating income as indicators of operating performance. Adjusted OIBDA, as CBS Radio calculates it, may not be comparable to similarly titled measures employed by other companies. Since Adjusted OIBDA excludes certain financial information that is included in net income, the most directly comparable GAAP financial measure, users of this information should consider the types of events and transactions that are excluded. Included in the following table is a reconciliation of net income to Adjusted OIBDA.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Net income	$	21.5	$	47.7	$	52.0	$	130.2
Exclude:
Provision for income taxes	16.3		30.9		36.7		85.8
Interest expense	20.7		—		59.8		—
Restructuring charges	—		—		7.5		—
Depreciation	6.5		6.6		19.0		19.8
Stock-based compensation	3.4		3.5		10.0		10.6
Adjusted OIBDA	$	68.4	$	88.7	$	185.0	$	246.4