Investor Presentation

June 2014

Investor Road Show Presentation

Filed by: CBS Outdoor Americas Inc.

Pursuant to Rule 425 under the

Securities Act of 1933, as amended

Subject Company: CBS Corporation

Commission File No.: 333-196652

2

Disclaimer

Non-GAAP Financial Measures

This presentation may include certain non-GAAP measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of these non-GAAP measures to GAAP measures can be

found in the Appendix of this presentation.  Numbers in this presentation may not sum due to rounding.

Forward-Looking Statements

This presentation may include forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking

statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “predicts,” “projects,” “estimates” or “anticipates”

or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-

looking statements by discussions of strategy, plans or intentions. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements.

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that

may be incorrect or imprecise and we may not be able to realize them. Neither we nor CBS Corporation (“CBS”) guarantee that the transactions and events described will happen as described (or that they will

happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: declines in advertising

and general economic conditions; competition; government regulation; our inability to increase the number of digital advertising displays in our portfolio; taxes, fees and registration requirements; our ability to

obtain and renew key municipal concessions on favorable terms; decreased government compensation for the removal of lawful billboards; content-based restrictions on outdoor advertising; environmental,

health and safety laws and regulations; seasonal variations; future acquisitions and other strategic transactions; time and resources to comply with rules and regulations as a stand-alone public company;

charges in connection with the separation and incremental costs as a stand-alone public company; dependence on our management team and advertising executives; the ability of our board of directors to cause

us to issue additional shares  of stock without stockholder approval; certain provisions of Maryland law may limit the ability of a third party to acquire control of us; our rights and the rights of our stockholders to

take action against our directors and officers are limited;  we may not realize the expected benefits from the separation of our business from CBS; we have substantial indebtedness, which could adversely affect

our financial condition; the terms of the credit agreement and the indenture governing our debt restrict our current and future operations, particularly our ability to incur additional debt that we may need to fund

initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations; incurrence of additional debt; interest rate risk exposure from our variable-rate

indebtedness; hedging transactions; establishing an operating partnership; asset impairment charges for goodwill; diverse risks in our international business; breach of security measures; we have a limited right

to use the CBS mark and logo; our current financial information may not be a reliable indicator of our future results; cash available for distributions; legislative, administrative, regulatory or other actions affecting

real estate investment trusts (“REITs”), including positions taken by the IRS; our failure to qualify, or remain qualified, to be taxed as a REIT; REIT ownership limits; dividends payable by REITs do not qualify for

the reduced tax rates available for some dividends; REIT distribution requirements; availability of external sources of capital; we may face other tax liabilities that reduce our cash flows; complying with REIT

requirements may cause us to liquidate investments or forgo otherwise attractive opportunities; our ability to contribute certain contracts to a taxable REIT subsidiary (“TRS”); our planned use of TRSs may cause

us to fail to qualify to be taxed as a REIT; our ability to hedge effectively; paying the cash portion of the earnings and profits allocated to us by CBS as a distribution and/or taxable dividends in common stock and

cash; failure to meet the REIT income tests as a result of receiving non-qualifying rental income; even if we qualify to be taxed as a REIT, and we sell assets, we could be subject to tax on any unrealized net built-

in gains in the assets held before electing to be treated as a REIT; the IRS may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax; our lack of an

operating history as a REIT; a substantial amount of our common stock will enter the market as a result of the exchange offer and related transactions; the trading prices of shares of CBS Class B common stock

and our common stock will fluctuate and the final per-share values used in determining the exchange ratio may not be indicative of future trading prices; tendering CBS stockholders may receive our common

stock at a reduced discount or may not receive any discount in the exchange offer; participating CBS stockholders will experience some delay in receiving shares of our common stock (and cash in lieu of

fractional shares of our common stock, if any) for shares of CBS Class B common stock that are accepted in the exchange offer; market prices for shares of CBS Class B common stock may be impacted by the

exchange offer; if the split-off, including the exchange offer, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, CBS, us, and

CBS stockholders could be subject to significant tax liabilities and, in certain circumstances, we could be required to indemnify CBS for material taxes pursuant to indemnification obligations under the tax

matters agreement; we may not be able to engage in desirable strategic or capital-raising transactions following the split-off, and we could be liable for adverse tax consequences resulting from engaging in

significant strategic or capital-raising transactions; if the exchange offer is not fully subscribed, CBS may continue to control us, which could prevent our stockholders from influencing significant decisions; and

other factors described in our filings with the Securities and Exchange Commission (the “SEC”), including but not limited to the section entitled “Risk Factors” of our Registration Statement on Form S-4, filed with

the SEC on June 11, 2014. All forward-looking statements in this presentation apply as of the date of this presentation or as of the date they were made and, except as required by applicable law, we disclaim

any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors of new information, data or methods, future events or other changes.

Additional Information

CBS Outdoor has filed a Registration Statement on Form S-4 (File No. 333-196652) with the SEC.  The terms and conditions of the exchange offer are more fully described in the Registration Statement on Form S-4 and a

Schedule TO filed by CBS Corporation with the SEC. The prospectus, which is included in the Registration Statement on Form S-4, contains important information about CBS Corporation, CBS Outdoor, the exchange offer,

the separation and related matters.  CBS Corporation has delivered the prospectus to its stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN ITS ENTIRETY THE PROSPECTUS

AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY CBS CORPORATION AND CBS OUTDOOR WHEN THEY BECOME AVAILABLE AND BEFORE MAKING ANY INVESTMENT DECISION. None of CBS Corporation,

CBS Outdoor or their respective directors or officers or any dealer manager appointed with respect to the exchange offer makes any recommendation as to whether any investors should participate in the exchange offer. 

This presentation is for informational purposes only and is neither an offer to sell nor an offer to buy any securities, nor is it a recommendation as to whether investors should participate in the exchange offer. The offer is

made solely by means of the prospectus.  Investors may obtain a free copy of the prospectus and other related documents filed with the SEC by CBS Corporation and CBS Outdoor at the SEC’s web site at www.sec.gov,

and those documents may also be obtained for free, as applicable, from CBS at www.cbscorporation.com or CBS Outdoor at www.cbsoutdoor.com.

3

Exchange Offer Summary

Offer to Exchange

Up to 97,000,000 shares

1

of CBS Outdoor Americas Inc.

(“CBSO”)  common stock for outstanding shares of CBS Corp

(“CBS”) Class B common stock

Target Discount on CBSO

7% based on average of Volume Weighted Average Prices of

CBS and CBSO during the Pricing Period (subject to the

Upper Limit Exchange Ratio)

Upper Limit Exchange Ratio

2.1917 shares of CBSO per share of CBS tendered

(represents a 13% discount to CBSO based on June 10

closing prices)

Pricing Period

Currently expected to be July 7, 8, and 9

Expiration

Currently expected July 9, 2014 at 12:00 midnight EDT

Exchange / Ticker

NYSE / CBSO, NYSE / CBS (Class B)

Dealer Managers

Goldman Sachs, Morgan Stanley

Minimum Amount

58,200,000 shares of CBSO distributed (60% of shares held

by CBS as of June 10, 2014)

1

Representing CBS Corporation’s entire remaining interest in CBS Outdoor Americas Inc.

4

Agenda

CBSO Highlights

Growth Dynamics

Company Overview

Financial Summary

$

1,303

$

415

$

60

Revenue

OIBDA

Capex

Financial Profile

3

5

Highlights

Large Market Focus

Leading presence in the U.S.

Top 25 DMAs

Strong operations in Canada

and Latin America

Hard-to-Replicate Portfolio of

Assets

Reinvigorated Organization

Poised for Continued

Growth

3

LTM March 31, 2014.  Reflects Adjusted OIBDA.  See page 45 for a reconciliation

of Adjusted OIBDA to Operating Income.

4

As of March 31, 2014.

1

As of 12/31/13.

Source: OAAA 2013 U.S.; Company  reports. CBSO includes the US; Clear

Channel represents the Americas including Canada; Lamar and JCDecaux include the U.S.

A Leader in a Fragmented Industry

2

CBSO

19%

Other

36%

CCO

21%

LAMR

21%

JCD   

4%

Innovative Marketing Solutions

Provider

20,300 clients

4

Local and national strength

356,000+ displays

1

2

CBSO: A Market LEADER in a GROWTH Industry

6

Investment HIGHLIGHTS

Attractive Industry Fundamentals

Superior and Hard-to-Replicate Real Estate Portfolio

Multiple

Levers

to

Enhance

Growth

–

Digital

Conversion, Yield Management, Select Acquisitions

Energized Management Team and Sales Force

Consistent Revenue Growth, High Incremental

Margins, Powerful Free Cash Flow

Strong and Efficient Balance Sheet with

Financial Flexibility

Growth + Sustainable Dividends

7

EXECUTING on Stated Business Objectives

8

SOLID First Quarter Results

Notes: All changes refer to the three months ended March 31, 2014 compared to the same prior-year period. ¹Revenue comparison is on a constant dollar basis. ²Adjusted OIBDA

and AFFO are presented on a comparable basis for 2013; please see Non-GAAP Reconciliations in the Appendix of this presentation.

GROWTH

Dynamics

10

Outdoor is a POWERFUL

Medium

11

Historical and Future Top-Line Industry OUTPERFORMANCE

2013-2016E CAGR

…And Strong Growth Forecast

1

Consistent Historical Growth…

1

$2.6

$4.9

$7.9

$9.1

'90

'00

'13

'16E

3.1%

3.1%

4.7%

4.8%

8.0%

Outdoor as a % of Total U.S. Advertising Spend

U.S.

Outdoor Ad Spend

Digital

17.2%

Outdoor

4.8%

TV

2.9%

Radio

1.0%

Print

(4.8%)

All Media

4.6%

1

Outdoor as a % of Total Non-U.S. Ad Spend

Source: Zenith Optimedia - April 2014.

12

Growing MEASURABLE Audience

13

Ignites SOCIAL

& MOBILE

Drives to Search

Mobile Commerce

Connects with Social

14

DRIVING Online Search

Absolut

Cocktail Campaign Results

A significant spike in search for

“ABSOLUT Greyhound”

during

campaign flights

Stimulated significant interest on

Twitter –

92% of Absolut-related

tweets were related to the

campaign

Earned media exceeded

ABSOLUT’s expectations

Absolut Case Study

OOH Drives Consumer Interest

1

Absolut OOH Media

15 of the Top 25

markets

Multiple high profile

formats

100

80

60

40

20

0

Dec 2012

Jan 2013

Feb 2013

Mar 2013

OOH Flight

OOH Flight

1

Source: Google Analytics indexed peak total search volume during Absolut’s multi-media campaign; Posterscope.

15

Industry Measurement:

TAB OOH Audience Ratings

20x60 Bulletin

Right Read, 400 feet,

Head-On

Weekly Impressions:

343,570

TAB Data on

Every Billboard

Company Overview

17

Canada

Mexico

South America

Strategic Locations in Large Markets

Revenue

Mix

by

Product

1

Revenue

Mix

by

Geography

1

1

For

the

12

month

period

ending

March

31,

2014.

CBSO: Superior and Hard-to-Replicate Assets

Billboard

71%

Transit &

Other 29%

United

States

Canada

Latin

America

88%

6%

7%

18

Strong Presence in Key STRATEGIC LOCATIONS

Retail Districts

Transit Centers

High Traffic Areas

Iconic Locations

19

Business Profile: UNITED STATES

Revenue Mix

1

Revenue

1

Adjusted OIBDA and Margin

2

1

For the 12 month period ending December 31, 2010-2013 and March 31, 2014. 

2

Adjusted OIBDA margin is defined as Adjusted OIBDA divided by revenues and

presented in this table for the US segment.

20

We Give our Customers NATIONAL REACH & LOCAL STRENGTH

National

Hyper Local

Covers ~ 50% of the

U.S. Population

Top 25 DMA

Presence

Blue Chip

Customer Base

50 U.S. Account

National Executives

Sales People in

38 Regional

Offices

Local Knowledge

with 315 Local

Executives…

…in Every

Location

Embedded

in Local

Communities

Strong, Client

Centric Approach

Regional

Note: Information as of March 31, 2014.

National

Revenue

Local

Revenue

~60%

~40%

21

Business Profile: U.S. BILLBOARD

Stable, high margin business. Lease expense 29% of

2013 billboard revenues

High customer renewal rates

Growing

digital

footprint

-

national

and

local

Highlights

Revenue

Top

Market

Focus

1

1

Revenue

by

geographic

area

for

the

twelve

months

ended

December

31,

2013.

22

Attractive Drivers of BILLBOARD VALUE

23

Business Profile: U.S. TRANSIT

Revenue

1

Large

Market

Focus

2

Top market strategy

Makes us “Must Buy”

media

Disciplined

approach

to

contracts–2013

lease

expense

64%

of

transit revenues

Contracts typically the greater of revenue share or minimum

guaranteed payments

Minimal CapEx requirements

2

Transit

and

Other

revenue

by

geographic

area

for

the

twelve

months

ended

December

31,

2013.

Highlights

1

Transit

&

Other

revenue

for

the

twelve

months

ending

December

31,

2010-2013

and

March

31,

2014.

$

282

$

305

$

328

$

334

$

340

'10

'11

'12

'13

LTM 1Q14

New York City

57%

Other U.S.

18%

Washington

D.C. 11%

Los Angeles

14%

24

International Revenues

1

One of the largest in Canada

and Mexico

Niche, high growth

position in Brazil, 

Argentina, Chile and

Uruguay

Revenues and Adjusted

OIBDA stabilized in the first

quarter of 2014

Revenue Mix

4

4

For the twelve months ended March 31, 2014.

Business Profile: INTERNATIONAL

Highlights

1

$ Millions. Last twelve months ending December 31, 2010-2013 and March 31, 2014.

Revenue comparison is on a constant dollar basis.  Reported total International revenues

were:

$218M

(2010),

$226M

(2011),

186M

(2012),

and

$164M

(2013).

2

Reflects

lost

Canadian

contracts

of

$44M

(2010),

$37M

(2011)

and

$7M

(2012);

3

Includes

impact

of

$6M of political advertising in 2012.

25

20,300 Customers

91

of

Top

100

Advertisers

are

Customers

1.6% Maximum Revenue Contribution from

Single Customer

Highlights

Blue Chip Customers

Highly

DIVERSIFIED

Customer

Base

US Revenue % by Industry

1

Source:

Kantar

Media

for

12

months

ended

March

31,

2014.

2

For

the

12

months

ended

March

31,

2014.

3

For

the

12

months

ended

December

31,

2013.

2

1

2

3

Point Chg.

2007

2008

2009

2010

2011

2012

2013

'07-'13

Retail

9%

9%

9%

9%

9%

10%

10%

0

Television

5

6

5

7

7

7

8

2

Entertainment

7

6

6

6

6

7

7

0

Health/Pharma

5

5

6

6

7

7

7

3

Restaurants/Fast Food

5

6

7

7

7

7

7

2

Other

8

8

8

8

7

7

7

(1)

Professional Services

7

6

6

6

7

6

7

0

Telephone/Utilities

9

8

8

7

7

7

6

(3)

Auto

8

7

6

5

5

5

5

(3)

Financial Services

7

7

7

7

7

6

5

(1)

Casinos/Lottery

4

5

5

5

5

5

5

0

Beer/Liquor

5

5

5

5

5

4

5

(1)

Education

2

3

4

4

5

4

4

2

Movies

4

5

4

5

5

5

4

0

Travel/Leisure

5

5

5

5

5

5

4

(1)

Computers/Internet

1

1

1

2

2

3

3

2

Food/Beverage

2

3

4

3

3

3

3

0

Government

1

1

1

1

1

1

2

1

Real Estate

4

3

2

1

1

1

1

(3)

Household Products

1

1

1

1

1

1

1

0

Total CBSO

100%

100%

100%

100%

100%

100%

100%

TV, Ent. & Movies

17%

17%

15%

18%

19%

19%

19%

3

26

High Diversification and Customer STABILITY Over Time

Note: Numbers may not sum due to rounding

CBSO US Revenue Mix by Advertising Category

27

2013

–

iPhone

5

Longstanding Customer

Multiple formats,

Integral to launch strategy

Customer Case Study: KEY MEDIA for APPLE

2008

–

iPod

2009

–

iPod

Touch

2007

–

iPod

2011

–

iPad

2

multiple markets

28

Strong focus on pricing –

increase Revenue per Display

Optimize inventory management

Improved data to identify opportunities

Network-focused approach

Top DMAs + transit franchises

Improved analytics/audience measurement

Increased focus on operational efficiencies

Lease expense rationalization

Less than 1% of CBSO total billboards are digital

1

Continued strategic, ROI-focused conversions

Fragmented market ~36% of share held by

independents

Strategic market opportunities to acquire

complementary assets at attractive multiples     

Drive returns through scalable infrastructure

Key GROWTH DRIVERS

Yield Management

Emphasis on Large

National Advertisers

Cost Optimization

Digital Deployment

Acquisitions

As

of

March

31,

2014.

1

29

The

Pyramid

of

Quality

–

AUDIENCE,

DMA,

&

LOCATION

Digital Investment

Strategic Enhancement

Focus on Yield

Rationalize

= Maximize Profit Per Display

30

Digital Provides Additional OPPORTUNITIES

Benefits to

Advertisers

Richer Content

Interactivity

with Audience

Location & Day

Parting

Deployment

Flexibility

Minimizes

Production    

Costs

Benefits to

CBSO

Enhances

Value     

Proposition

Revenue

Opportunities

Enhances

Yield

Ability to

Attract New

Advertisers

Inventory

Optimization

31

Significant Digital UPSIDE

Iconic Locations –

“Premium”

Offerings

Top DMAs

Selective & Measured

Deployment

Maximize Overall Yield

IRR benefits from lower cost per

digital billboard

Strategic

Approach

to

Digital

Billboards

Cost

per

Digital

Billboard

As of December 31 2010-2013 and as of March 31, 2014.

Average CBSO cost as of December 31.

97

173

277

373

411

'10

'11

'12

'13

1Q14

#

of

CBSO

US

Digital

Billboards

1

1

2

'09

'13

2

Financial Summary

Financial Summary

33

KEY FINANCIAL Highlights

34

Consistent REVENUE

Stream

Stable and Growing Revenue Base

1

For

the

twelve

months

ended

December

31,

2010-2013

and

March

31,

2014.

996

1,052

1,099

1,130

1,140

218

226

186

164

163

'10

'11

'12

'13

LTM 1Q14

International

US

$1,214

$1,277

$1,285

$1,294

$1,303

1

Opportunities

35

Improve Yield Management

Lower Billboard Site Related Expenses

More Profitable Mix of Transit Contracts

Drive Results from Lease Negotiations

See

page

45

for

a

reconciliation

of

Adjusted

OIBDA

to

Operating

Income.

Adjusted

OIBDA

margin

is

defined

as

Adjusted

OIBDA

divided

by

revenues.

Lease

costs

include

billboard property lease costs and transit franchise costs.  

For the twelve months ended December 31, 2010-2013 and March 31, 2014.

Adjusted OIBDA and Margin

1,3

Lease Costs as % of Revenue

2,3

Attractive MARGIN PROFILE and OPERATING LEVERAGE

1

3

$

415

$

415

$

408

$

414

$

350

29%

32%

32%

32%

32%

LTM 1Q14

'13

'12

'11

'10

40%

38%

38%

37%

37%

'10

'11

'12

'13

LTM 1Q14

2

36

~ 23,000 Leases

~ 18,500 Landlords

Low, generally fixed cost billboard leases

8% of real estate locations owned

Results in long-term relationships

75% Legal Non-conforming

Favorable pricing dynamics

Highly Diversified

Attractive Terms

Built-in Flexibility

Permit Ownership

ATTRACTIVE LEASE Portfolio

Based

on

total

revenues

CAGR

December

31,

2010

–

LTM

March

31,

2014.

Majority of billboard leases have abate and/or

termination clauses

Important cost lever

Through negotiation, lease costs declined 0.1%

vs. revenue growth of 2.2%

1

1

37

Low

Ongoing

Capital

Intensity

with

OPPORTUNITY

to

INVEST

Minimal Maintenance CapEx

Nominal Transit CapEx

Stringent ROI Thresholds

Opportunity to invest in Growth CapEx

Disciplined CapEx

Capital Expenditures

1

CapEx

as

%

of

Total

Revenue

3.9%

3.6%

4.2%

4.5%

4.6%

1.7%

1.2%

1.2%

1.8%

1.9%

'10

'11

'12

'13

LTM 1Q14

Total

Maintenance

1

For

the

twelve

months

ended

December

31,

2010-2013

and

March

31,

2014.

20

15

16

24

25

27

30

38

35

36

$

47

$

46

$

54

$

58

$

60

'10

'11

'12

'13

LTM 1Q14

Growth

Maintenance

1

Split-Off

Exchange

Offer

Launched

38

Transaction

SUMMARY

and

TIMELINE

Exchange offer expiration date of July 9, 2014

Targeted split-off separation from CBS mid-July, 2014

Earnings & Profits (E&P) purge announced after July 2014 and paid

before January 31, 2015

E&P Purge

expected to

be paid by

Jan 31,

2015

Intend to

operate as

a REIT

going

forward

First

quarter

earnings

PLR

received

CBSO

IPO

Targeted

complete

separation

from CBS

CBSO debt

financing

Apr

16

Jan

31

May

8

Mar

28

Mid-

July

Jan

31

2015

2014

Jun

11

39

Expected REIT

Structure

International operations

U.S. mobile

transit assets

(i.e., train cars, buses)

Residual cash may be used

for reinvestment in business 

or for debt repayment

U.S. Billboards

U.S. fixed

transit assets

(i.e., station structures)

100% of taxable income

to be distributed to

shareholders

Qualified REIT Subsidiary (“QRS”)

Taxable REIT Subsidiary (“TRS”)

40

Balance Sheet Highlights

$539 million of liquidity

–

$114 million cash

–

$100 million IPO proceeds on

April 2, 2014 for cash portion

of E&P purge

–

$425 million undrawn

revolving credit facility

Long dated and staggered

maturity profile –

8 year

average maturity

Target leverage range

3.5x-4.0x

Dividend plans in line with

REIT structure

–

100% of QRS taxable income

distributed to shareholders

–

Cash balance builds via TRS

EFFICIENT

Balance Sheet

1

As of March 31, 2014; except that $100 million in IPO Proceeds was received on April 2, 2014.

2

As defined in the Credit Agreement governing our senior credit facilities; calculated on total debt.

Capitalization

($ in millions)

Cash

$114

IPO Proceeds for cash E&P Purge

100

$425M Revolving Credit Facility due 2019

0

Senior Secured Term Loan due 2021

798

5.250% Senior Notes due 2022

400

5.625% Senior Notes due 2024

400

Total Debt

$1,598

Weighted Average Cost of Debt

4.2%

Consolidated Total Leverage Ratio

2

3.8x

1

41

Strong OIBDA Conversion and a Sustainable Dividend

OIBDA

AFFO and

FCF

1

DIVIDENDS

1

Adjusted

Funds

From

Operations

(“AFFO”)

is

described

in

the

Appendix

of

this

presentation.

Free

Cash

Flow

(“FCF”)

is

defined

as

Net

Cash

Flow

Provided

by

Operating

Activities,

less

total

Capital

Expenditures,

from

the

Statement

of

Cash

Flows.

42

Investment HIGHLIGHTS

Attractive Industry Fundamentals

Superior and Hard-to-Replicate Real Estate Portfolio

Multiple Levers to Enhance Growth –

Digital

Conversion, Yield Management, Select Acquisitions

Energized Management Team and Sales Force

Consistent Revenue Growth, High Incremental

Margins, Powerful Free Cash Flow

Strong and Efficient Balance Sheet with

Financial Flexibility

Growth + Sustainable Dividends

Appendix

44

Non-GAAP Reconciliations

Non-GAAP Financial Measures

In addition to the results prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) provided throughout this presentation, this presentation and the

accompanying tables include non-GAAP measures as described below.   We calculate revenues on a constant dollar basis as reported revenues excluding the impact of foreign currency

exchange rates between periods. We provide constant dollar revenues to understand the underlying growth rate of revenue excluding the impact of changes in foreign currency exchange rates

between periods, which are not under management’s direct control. Our management believes constant dollar revenues are useful to users because it enables them to better understand the

level of growth of our business period to period.  We calculate Adjusted OIBDA as operating income before depreciation, amortization, net gains (losses) on dispositions, stock-based

compensation and restructuring charges. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues. We use Adjusted OIBDA and Adjusted OIBDA margin to evaluate

our operating performance. Adjusted OIBDA and Adjusted OIBDA margin are among the primary measures we use for managing our business, and for planning and forecasting future periods,

as each is an important indicator of our operational strength and business performance. Our management believes users are best served if the information that is made available to them

allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our

management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating

certain noncomparable items highlights underlying operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures.  It is our

management’s opinion that these supplemental measures provide users with an important perspective on our operating performance and also make it easier for users to compare our results

to other companies that have different financing and capital structures or tax rates. We calculate FFO in accordance with the definition established by the National Association of Real Estate

Investment Trusts (“NAREIT”). FFO reflects net income adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets and

amortization of direct lease acquisition costs, as well as the same adjustments for our equity based investments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for

direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash

paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes certain non-cash items, including non-real

estate depreciation and amortization, deferred income taxes, stock-based compensation expense, accretion expense, the noncash effect of straight-line rent and amortization of deferred

financing costs. We believe that adjusting for these items provides a better measure of our operating performance. We use FFO and AFFO measures for managing our business and for

planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management

believes users are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our

management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO, AFFO, and FFO and AFFO per adjusted weighted

average share, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs

highlights trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide

users with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs.  We present

weighted average shares on an adjusted basis of 120,000,000 shares to give effect to 23,000,000 shares issued on April 2, 2014, from the IPO in addition to the 97,000,000 shares

outstanding as of March 31, 2014, for basic and diluted earnings per share (“EPS”). We also present FFO, AFFO and net income per adjusted weighted average share. Our management

believes that these presentations are useful in evaluating our business because they allow users to evaluate our per share results after giving effect to the issuance of shares of our common

stock in connection with our initial public offering, which increased our outstanding shares of common stock. We calculate operating income, net income, Adjusted OIBDA, FFO and AFFO, and

related per adjusted weighted average share amounts, for the three months ended March 31, 2013, on a comparable basis by adjusting to exclude a significant net gain of $9.8 million

incurred in the first quarter of 2013 on the disposition of most of our billboards in Salt Lake City in exchange for billboards in New Jersey, and to include $3.8 million of incremental costs

associated with operating as a stand-alone public company incurred in the first quarter of 2014 and $12.4 million of interest expense relating to our entry into the senior credit facilities and

the issuance of our senior notes, which were also incurred in the first quarter of 2014. Our management believes these adjusted presentations are useful in evaluating our business because

they allow users to compare our operating performance for the first quarter of 2013 against the operating performance of the first quarter of 2014 including certain significant costs arising as

a result of our separation from CBS.  Since adjusted weighted average shares, Adjusted OIBDA, Adjusted OIBDA margin, FFO, AFFO, FFO and AFFO per adjusted weighted average share,

constant dollar revenues and, on a comparable basis for 2013, operating income, net income, Adjusted OIBDA, FFO and AFFO and related per adjusted weighted average share amounts, are

not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, weighted average shares outstanding for basic and diluted EPS,

operating income, net income and revenues, and the related weighted average per share amounts, the most directly comparable GAAP financial measures, as indicators of operating

performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies. In addition, these measures do not necessarily

represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.

45

Non-GAAP Reconciliations

Last Twelve

Months

(LTM) Ended:

(in $ millions)

2010

2011

2012

2013

1Q13

2Q13

3Q13

4Q13

1Q14

1Q14

Total Revenues

$1,214.1

$1,277.1

$1,284.6

$1,294.0

$279.2

$332.7

$338.2

$343.9

$287.9

$1,302.7

Operating Income

126.5

192.4

201.2

238.8

34.7

62.8

64.6

76.7

26.7

230.8

  Depreciation

107.6

109.0

105.9

104.5

26.0

25.9

26.4

26.2

26.1

104.6

  Amortization

106.6

102.9

90.9

91.3

22.9

22.7

22.6

23.1

21.9

90.3

  Net (Gain) Loss on Dispositions

1.1

2.0

2.2

(27.3)

(9.8)

0.1

(0.1)

(17.5)

(0.9)

(18.4)

  Restructuring Charges

3.9

3.0

2.5

-

-

-

-

-

-

-

  Stock Based Compensation

4.3

5.0

5.7

7.5

1.6

1.6

2.6

1.7

1.8

7.7

Adjusted OIBDA

350.0

414.3

408.4

414.8

75.4

113.1

116.1

110.2

75.6

415.0

Adjusted OIBDA Margin

28.8%

32.4%

31.8%

32.1%

27.0%

34.0%

34.3%

32.0%

26.3%

31.9%

Capital Expenditures

47.2

45.6

53.6

58.2

6.0

8.9

12.8

30.5

8.2

60.4

Twelve Months Ended December 31:

Three Months Ended:

46

Non-GAAP Reconciliations

(a) No restructuring charges were incurred for the three months ended March 31, 2013 and 2014.

Three Months Ended March 31,

2013

(in millions)

U.S.

International

Corporate

Consolidated

Revenues

$

245.2

$

34.0

$

—

$

279.2

Operating income (loss)

$

48.2

$

(6.6)

$

(6.9)

$

34.7

Net gains on dispositions

(9.9

)

0.1

—

(9.8

)

Depreciation and amortization

41.8

7.1

—

48.9

Stock-based compensation

—

—

1.6

1.6

Adjusted OIBDA

(a)

80.1

0.6

(5.3)

75.4

Incremental stand-alone costs

(1.7

)

—

(2.1)

(3.8

)

Adjusted OIBDA, on a comparable basis

$

78.4

$

0.6

$

(7.4)

$

71.6

Adjusted OIBDA margin

32.7

%

1.8

%

*

27.0

%

Adjusted OIBDA margin, on a comparable basis

32.0

%

1.8

%

*

25.6

%

Capital expenditures

$

5.3

$

0.7

$

—

$

6.0

Three Months Ended March 31,

2014

(in millions)

U.S.

International

Corporate

Consolidated

Revenues

$

255.0

$

32.9

$

—

$

287.9

Operating income (loss)

$

40.0

$

(5.7)

$

(7.6)

$

26.7

Net gains on dispositions

(0.8

)

(0.1)

—

(0.9

)

Depreciation and amortization

41.1

6.9

—

48.0

Stock-based compensation

—

—

1.8

1.8

Adjusted OIBDA

(a)

$

80.3

$

1.1

$

(5.8)

$

75.6

Adjusted OIBDA margin

31.5

%

3.3

%

*

26.3

%

Capital expenditures

$

7.0

$

1.2

$

—

$

8.2

* calculation is not meaningful.

47

Non-GAAP Reconciliations

Three Months Ended March 31,

2013

2014

(in millions, except per share amounts)

Reported

Net Gain on

Dispositions

(a)

Stand

-

Alone

Costs

(b)

Interest

Expense

(c)

Comparable to

2014

Reported

(f)

Revenues

$

279.2

—

—

—

$

279.2

$

287.9

Operating

162.2

162.2

163.5

Selling, general and administrative

43.2

3.8

47.0

50.6

Net gain on dispositions

(9.8)

9.8

—

(0.9)

Depreciation

26.0

26.0

26.1

Amortization

22.9

22.9

21.9

Operating income

34.7

(9.8)

(3.8)

—

21.1

26.7

Interest expense

(0.1)

(12.4)

(12.5)

(12.5)

Other expense, net

(0.1)

(0.1)

(0.5)

Income before provision for  income taxes

and equity in earnings of investee

companies

34.5

(9.8)

(3.8)

(12.4)

8.5

13.7

Provision for income taxes

(14.9)

4.1

1.6

5.4

(3.8)

(5.9)

Equity in earnings in investee companies,

net of tax

0.3

0.3

0.6

Net income

$

19.9

$

(5.7)

$

(2.2)

$

(7.0)

$

5.0

$

8.4

Net income per common share:

Basic

$

0.21

$

0.05

$

0.09

Diluted

$

0.21

$

0.05

$

0.09

Weighted average shares outstanding

(d)

:

Basic

97.0

97.0

97.0

Diluted

97.0

97.0

97.0

Net income per adjusted weighted average

share

$

0.04

$

0.07

Adjusted weighted average shares

(e)

120.0

120.0

Net income, excluding Net gain on

dispositions, net of tax, for the three

months ended March 31, 2014, is $7.9

million.

Adjusted weighted average shares of

120.0 million includes shares issued

on April 2, 2014, from the IPO in

addition to the 97.0 million shares

outstanding as of March 31, 2014,

for basic and diluted EPS.

On March 14, 2014, our board of

directors declared a 970,000 to 1 stock

split. As a result of the stock split, the 100

shares of our common stock then

outstanding were converted into

97,000,000 shares of our common stock.

The effects of the stock split have been

applied retroactively to all reported

periods for EPS purposes.

Adjustment to reflect incremental

interest expense at 2014 level.

Adjustment to reflect incremental stand-

alone costs at 2014 level.

Adjustment to exclude Net gain on

dispositions.

(a)

(b)

(c)

(d)

(e)

(f)

48

Non-GAAP Reconciliations

(a)

Adjustment to reflect incremental costs to

operate as a stand-alone company, net of

tax, at the same level as 2014.

Three Months Ended

March 31,

(in millions, except per share amounts)

2013

2014

Net income

$

19.9

8.4

Depreciation of billboard advertising structures

24.2

24.2

Amortization of real estate related intangible assets

10.7

10.7

Amortization of direct lease acquisition costs

7.8

7.0

Net

gain

on

disposition

of

billboard

advertising

structures,

net

of

tax

(5.7)

(0.2)

Adjustment related to equity based investments

0.2

0.2

FFO

57.1

50.3

Incremental stand-alone costs, net of tax   

(a)

(2.2)

—

Incremental interest expense, net of tax   

(b)

(7.0)

—

FFO, 2013 on a comparable basis

$

47.9

50.3

FFO

$

57.1

50.3

Adjustment for deferred income taxes

(7.8)

(6.9)

Cash paid for direct lease acquisition costs

(9.4)

(8.5)

Maintenance capital expenditures

(2.0)

(3.0)

Other depreciation

1.8

1.9

Other amortization

4.4

4.2

Stock-based compensation

1.6

1.8

Non-cash effect of straight-line rent

0.2

(0.2)

Accretion expense

0.6

0.5

Amortization of deferred financing costs

0.7

AFFO

46.5

40.8

Incremental stand-alone costs, net of tax   

(a)

(2.2)

—

Incremental interest expense, net of tax    

(b)

(7.0)

—

Amortization of deferred financing costs

0.7

—

AFFO, 2013 on a comparable basis

$

38.0

40.8

FFO, 2013 on a comparable basis, per adjusted weighted average share     

(c)

$

0.40

0.42

AFFO, 2013 on a comparable basis, per adjusted weighted average share     

(c)

$

0.32

0.34

Adjusted weighted average shares   

(c)

120.0

120.0

Weighted average shares for basic and diluted EPS     

(d)

97.0

97.0

—

(b)

Adjustment to reflect incremental interest

expense, net of tax, at the same level as

2014.

(c)

Adjusted weighted average shares of

120.0 million includes 23.0 million shares

issued on April 2, 2014, from the IPO in

addition to the 97.0 million shares

outstanding as of March 31, 2014, for

basic and diluted EPS.

(d)

On March 14, 2014, our board of directors

declared a 970,000 to 1 stock split. As a

result of the stock split, the 100 shares of

our common stock then outstanding were

converted into 97,000,000 shares of our

common stock. The effects of the stock

split have been applied retroactively to all

reported periods for EPS purposes.

$

$

$

$

$

$

About CBS Outdoor Americas Inc.

CBS Outdoor Americas Inc. (NYSE: CBSO) is one of the largest lessors of advertising space on out-of-home advertising

structures and sites across the U.S., Canada and Latin America. Our portfolio primarily consists of billboard displays, which

are predominantly located in densely populated major metropolitan areas and along high-traffic expressways and major

commuting routes. In addition, we have a number of exclusive multi-year contracts that allow us to operate advertising

displays in municipal transit systems where our customers are able to reach millions of commuters on a daily basis. We

have displays in all of the 25 largest markets in the U.S. and over 180 markets in the U.S., Canada and Latin America,

including in some of the most heavily trafficked locations, such as the Bay Bridge in San Francisco, Sunset Boulevard in Los

Angeles and Grand Central Station and Times Square in New York City.