Obligation ViacomCBS 3.7% ( US124857AX11 ) en USD

ViacomCBS

94.993 % ▲

Etas-Unis

US124857AX11 ( en USD )

3.7% par an ( paiement semestriel )

01/06/2028

Prospectus brochure de l'obligation ViacomCBS US124857AX11 en USD 3.7%, échéance 01/06/2028

2 000 USD

494 000 000 USD

124857AX1

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

01/06/2025 ( Dans 37 jours )

ViacomCBS, anciennement connu sous le nom de Viacom et CBS Corporation, est une société américaine de médias et de divertissement regroupant des chaînes de télévision, des studios de cinéma et de production, ainsi que des services de streaming.

L'obligation US124857AX11 émise par ViacomCBS aux États-Unis, d'une valeur nominale totale de 494 000 000 USD, offre un taux d'intérêt de 3,7%, échéant le 01/06/2028, avec des paiements semestriels, un prix actuel de marché de 94,774%, une taille minimale d'achat de 2 000 USD, et est notée BB+ par Standard & Poor's et Baa3 par Moody's.

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424B3 1 d540128d424b3.htm 424B3
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-223415

PROSPECTUS

Offer To Exchange Up To
$400,000,000
2.900% Senior Notes due 2023
which have been registered under the Securities Act of 1933
for any and all outstanding
2.900% Senior Notes due 2023
which have not been registered under the Securities Act of 1933
and
$500,000,000
3.700% Senior Notes due 2028
which have been registered under the Securities Act of 1933
for any and all outstanding
3.700% Senior Notes due 2028
which have not been registered under the Securities Act of 1933

The Exchange Offer:

· We are offering by this prospectus to exchange $400,000,000 aggregate principal amount of our 2.900% senior notes due 2023, which we refer
to as the "2023 exchange notes," and $500,000,000 aggregate principal amount of our 3.700% senior notes due 2028, which we refer to as the
"2028 exchange notes" and together with the 2023 exchange notes as the "exchange notes," all of which have been registered under the

Securities Act of 1933, for $400,000,000 aggregate principal amount of our outstanding 2.900% senior notes due 2023, which we refer to as
the "2023 original notes," and $500,000,000 aggregate principal amount of our outstanding 3.700% senior notes due 2028, which we refer to as
the "2028 original notes" and together with the 2023 original notes as the "original notes," that we originally issued on November 16, 2017 and
that were not registered under the Securities Act of 1933.

· We will exchange all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer for an equal

principal amount of exchange notes.

· The exchange offer will expire at 5:00 p.m., New York City time, on December 12, 2018, unless extended by us.
(continued on next page)

Investment in the exchange notes involves risks. See "Risk Factors" on page 9.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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The date of this prospectus is November 9, 2018.
Table of Contents

· You may withdraw tendered original notes at any time prior to the expiration of the exchange offer.

· The exchange of original notes for exchange notes pursuant to the exchange offer generally will not be a taxable event for U.S. federal income

tax purposes.

· We will not receive any proceeds from the exchange offer.
The Exchange Notes:

· The terms of the exchange notes will be substantially identical to the terms of the original notes, except that the exchange notes are registered

under the Securities Act of 1933 and will bear a different CUSIP number from the original notes of the same series, and the transfer restrictions,
registration rights and related additional interest terms applicable to the original notes will not apply to the exchange notes.

· The 2023 exchange notes will mature on June 1, 2023 and the 2028 exchange notes will mature on June 1, 2028. We will pay interest on the

exchange notes semi-annually on June 1 and December 1 of each year.

· The exchange notes will be subject to redemption and entitled to repurchase rights in the circumstances described in this prospectus.

· The exchange notes will be unsecured senior obligations of CBS Corporation and will rank equally in right of payment with all of CBS

Corporation's other unsecured and unsubordinated indebtedness from time to time outstanding.

· Payment of the exchange notes will be fully and unconditionally guaranteed by CBS Operations Inc. on an unsecured senior basis. The

guarantees will be unsecured senior obligations of CBS Operations Inc. and will rank equally in right of payment with all of CBS Operations
Inc.'s other unsecured and unsubordinated indebtedness from time to time outstanding.

· We do not intend to list the exchange notes on any securities exchange.
Any broker-dealer that holds original notes acquired for its own account as a result of market-making activities or other trading activities, and that
receives exchange notes in exchange for such original notes pursuant to the exchange offer, must deliver a prospectus in connection with any resales of
such exchange notes. We have agreed that, for a period beginning on the date on which the exchange offer is consummated and ending on the earlier of 180
days after the date of this prospectus and the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making
activities or other trading activities, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with
any such resale. For more information, see "Plan of Distribution."
Table of Contents
TABLE OF CONTENTS

Page
Summary

1
Risk Factors

9
Special Note Regarding Forward-Looking Statements

10
Use of Proceeds

11
Ratio of Earnings to Fixed Charges

12
Management

13
Security Ownership of Certain Beneficial Owners and Management

17
Description of the Exchange Notes

20
The Exchange Offer

37
U.S. Federal Income Tax Considerations

48
Plan of Distribution

54
Where You Can Find Additional Information

55
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Legal Matters

57
Experts

57

The Securities and Exchange Commission allows us to "incorporate by reference" business and financial information about our company that is not
included in or delivered with this prospectus. We will provide to you upon written or oral request, at no cost, a copy of any or all of the information
incorporated by reference into this prospectus. To request a copy of any or all of this information, you should write or telephone us at the following address
and telephone number:
CBS Corporation
51 West 52nd Street
New York, NY 10019
Attention: Investor Relations
Telephone: 1-877-CBS-0787
To obtain timely delivery, you must request incorporated information no later than December 5, 2018, which is five business days before the
scheduled expiration of the exchange offer.

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SUMMARY
This summary highlights selected information included or incorporated by reference into this prospectus. This summary is not intended to be a
complete description of the matters covered in this prospectus and is subject to, and qualified in its entirety by, reference to the more detailed
information and financial statements (including the notes thereto) included or incorporated by reference into this prospectus.
In this prospectus, unless we indicate otherwise or the context otherwise requires, we use the terms "CBS Corporation," "we," "us" and "our"
to refer to CBS Corporation and its consolidated subsidiaries. References to "CBS Operations" are references to CBS Operations Inc.
CBS Corporation
We are a mass media company with operations in the following segments:

· ENTERTAINMENT: The Entertainment segment is composed of the CBS® Television Network; CBS Television Studios®; CBS Studios

InternationalTM and CBS Television DistributionTM; Network Ten®; CBS InteractiveTM; CBS Films®; and our digital streaming
services, CBS All Access® and CBSN®.

· CABLE NETWORKS: The Cable Networks segment is composed of Showtime Networks, which operates our premium subscription
program services, Showtime®, The Movie Channel®, and Flix®, including a digital streaming subscription offering; CBS Sports

Network®, our cable network focused on college athletics and other sports; and Smithsonian NetworksTM, a venture between Showtime
Networks and Smithsonian Institution, which operates Smithsonian Channel®, a basic cable program service, and a digital streaming
subscription service.

· PUBLISHING: The Publishing segment is composed of Simon & Schuster, which publishes and distributes consumer books under

imprints such as Simon & Schuster®, Pocket Books®, Scribner®, Gallery Books®, Touchstone® and Atria Books®.

· LOCAL MEDIA: The Local Media segment is composed of CBS Television Stations, our 29 owned broadcast television stations; and

CBS Local Digital MediaTM, which operates local Websites including content from our television stations.
We were organized under the laws of the State of Delaware in 1986. Our principal executive offices are located at 51 West 52nd Street, New
York, New York 10019, our telephone number is (212) 975-4321 and our website address is www.cbscorporation.com. The information contained in
or accessible through our website is not incorporated by reference in, or part of, this prospectus or the registration statement of which this prospectus
forms a part.
CBS Operations Inc.
CBS Operations, the guarantor of the exchange notes, was organized under the laws of the State of Delaware in 1995. CBS Operations maintains
its principal executive offices at 51 West 52nd Street, New York, New York 10019 and its telephone number is (212) 975-4321. CBS Operations has
100 shares of common stock, par value $.01 per share, outstanding, all of which are held by CBS Corporation. CBS Operations owns a full power
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broadcast television station in Tampa, Florida and a low power broadcast television station in Indianapolis, Indiana. The direct and indirect
subsidiaries of CBS Operations operate Showtime Networks, Simon & Schuster, CBS Television Studios and ten full power broadcast television
stations. In addition, one of such subsidiaries holds the partnership interest in The CWTM broadcast network.

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The Exchange Offer
On November 16, 2017, we completed the offering of $400,000,000 aggregate principal amount of our 2.900% senior notes due 2023 and
$500,000,000 aggregate principal amount of our 3.700% senior notes due 2028. The offering was made in transactions not requiring registration
under the Securities Act of 1933, as amended (the "Securities Act"). As part of the offering, we entered into a registration rights agreement with the
representatives of the initial purchasers of such senior notes in which we agreed, among other matters, to deliver this prospectus and to complete an
exchange offer for such senior notes.
The following is a summary of some of the terms of the exchange offer. For a more detailed description, see "The Exchange Offer."

The Exchange Offer
We are offering to exchange (i) $2,000 principal amount of our 2.900% senior notes due
2023 (and integral multiples of $1,000 principal amount in excess thereof), which have been
registered under the Securities Act (the "2023 exchange notes"), for each $2,000 principal
amount of our outstanding 2.900% senior notes due 2023 (and integral multiples of $1,000
principal amount in excess thereof), which we originally issued on November 16, 2017 (the
"2023 original notes"), and (ii) $2,000 principal amount of our 3.700% senior notes due 2028
(and integral multiples of $1,000 principal amount in excess thereof), which have been
registered under the Securities Act (the "2028 exchange notes"), for each $2,000 principal
amount of our outstanding 3.700 % senior notes due 2028 (and integral multiples of $1,000
principal amount in excess thereof), which we originally issued on November 16, 2017 (the
"2028 original notes"). The 2023 original notes and the 2028 original notes were not
registered under the Securities Act. Unless we specify otherwise or the context indicates
otherwise, we refer to the 2023 exchange notes and the 2028 exchange notes together as the
"exchange notes" and the 2023 original notes and 2028 original notes together as the
"original notes." We also refer to the exchange notes and the original notes together as the
"notes."

To be exchanged, an original note must be properly tendered and accepted. All original notes
that are validly tendered and not withdrawn will be exchanged. As of the date of this

prospectus, there are $400,000,000 aggregate principal amount of 2023 original notes
outstanding and $500,000,000 aggregate principal amount of 2028 original notes outstanding.
We will issue exchange notes promptly after the expiration of the exchange offer.

Resales of Exchange Notes
Based on interpretations by the staff of the Securities and Exchange Commission (the "SEC")
in no-action letters issued to third parties with respect to other transactions, we believe that
the exchange notes issued in the exchange offer may be offered for resale, resold or
otherwise transferred by you without compliance with the registration and prospectus
delivery requirements of the Securities Act as long as:

· you are acquiring the exchange notes in the ordinary course of your business;

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· you have no arrangement or understanding with any person to participate in a

distribution (within the meaning of the Securities Act) of the exchange notes; and

· you are not our affiliate within the meaning of Rule 405 under the Securities Act,

which defines "affiliate" as a person that, directly or indirectly, controls or is controlled
by, or is under common control with, a specified person.

If you do not satisfy the foregoing conditions, in the absence of an exemption, you must
comply with the registration and prospectus delivery requirements of the Securities Act in

connection with the resale of the exchange notes. If you fail to comply with these
requirements, you may incur liabilities under the Securities Act, and we will not indemnify
you for such liabilities.

Each broker-dealer that receives exchange notes for its own account in exchange for original
notes that were acquired as a result of market-making activities or other trading activities
must acknowledge that it will comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any offer to resell, resale or other
transfer of the exchange notes issued in the exchange offer. We have agreed in a registration

rights agreement that, for a period beginning on the date on which the exchange offer is
consummated and ending on the earlier of 180 days after the date of this prospectus and the
date on which a broker-dealer is no longer required to deliver a prospectus in connection
with market-making activities or other trading activities, we will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection with any
such resale. For additional information, see "Plan of Distribution."

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on December 12, 2018,
unless extended by us.

Withdrawal Rights
You may withdraw tenders of the original notes at any time prior to the expiration of the
exchange offer. For additional information, see "The Exchange Offer--Terms of the
Exchange Offer."

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, which we may waive in our sole
discretion, subject to applicable law. For additional information, see "The Exchange Offer--
Conditions to the Exchange Offer." The exchange offer for either series of original notes is
not conditioned upon the exchange of any minimum aggregate principal amount of original
notes of such series.

Procedures for Tendering Original Notes
If you wish to accept the exchange offer, you must (i) complete, sign and date the
accompanying letter of transmittal, or a facsimile copy of such letter, in accordance with its
instructions and the instructions in

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this prospectus, and (ii) mail or otherwise deliver the executed letter of transmittal, together
with the original notes and any other required documents, to the exchange agent at the
address set forth in the letter of transmittal. If you are a broker, dealer, commercial bank,

trust company or other nominee and you hold original notes through The Depository Trust
Company ("DTC") and wish to accept the exchange offer, you must do so pursuant to DTC's
procedures. For additional information, see "The Exchange Offer--Procedures for
Tendering."

If you are a beneficial owner whose original notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and you wish to tender your
original notes in the exchange offer, we urge you to contact promptly the person or entity in
whose name your original notes are registered and instruct that person or entity to tender
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those original notes on your behalf. If you wish to tender original notes in the exchange offer

on your own behalf, before completing and executing the letter of transmittal and delivering
your original notes, you must either make appropriate arrangements to register ownership of
your original notes in your name or obtain a properly completed bond power from the person
or entity in whose name your original notes are registered. The transfer of registered
ownership may take considerable time.

Guaranteed Delivery Procedures
If you wish to tender your original notes and your original notes are not immediately
available or you cannot deliver your original notes, the letter of transmittal or any other
required documents to the exchange agent (or comply with the procedures for book-entry
transfer) prior to the expiration date, you must tender your original notes according to the
guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures."

Consequences of Failure to Exchange
If you do not exchange your original notes, they will remain entitled to the rights and subject
to the limitations contained in the indenture pursuant to which the original notes were issued.
Following the exchange offer, all outstanding original notes will continue to be subject to the
same restrictions on transfer, and we will have no obligation to register outstanding original
notes under the Securities Act (except in the limited circumstances provided in the
registration rights agreement) or to pay contingent increases in interest based on our original
registration obligation.

Use of Proceeds
We will not receive any cash proceeds from the issuance of the exchange notes in the
exchange offer.

Taxation
The exchange pursuant to the exchange offer generally will not be a taxable event for U.S.
federal income tax purposes. For additional information, see "U.S. Federal Income Tax
Considerations--Exchange of Original Notes for Exchange Notes."

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Risk Factors
See "Risk Factors" on page 9 of this prospectus for additional information regarding
factors you should carefully consider before deciding whether to invest in the exchange
notes.

Exchange Agent
Deutsche Bank Trust Company Americas is serving as the exchange agent in connection
with the exchange offer. You should direct questions and requests for assistance, requests for
additional copies of this prospectus or of the letter of transmittal and requests for notices of
guaranteed delivery to the exchange agent addressed as follows:

By Registered or Certified Mail,

Overnight Delivery, Courier or Electronic Mail:

DB Services Americas, Inc.

MS: JCK01-0218

Attention: Reorg. Department

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

[email protected]

By Facsimile Transmission:

(615) 866-3889

To Confirm by Telephone:

(877) 843-9767

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The Exchange Notes
The exchange offer relates to the exchange of up to $400,000,000 principal amount of 2023 exchange notes for an equal principal amount of
2023 original notes and up to $500,000,000 principal amount of 2028 exchange notes for an equal principal amount of 2028 original notes. The terms
of the exchange notes will be substantially identical to the terms of the original notes, except that the exchange notes are registered under the
Securities Act and will bear a different CUSIP number from the original notes of the same series, and the transfer restrictions, registration rights and
related additional interest terms applicable to the original notes will not apply to the exchange notes. The exchange notes will evidence the same
indebtedness as the original notes which they will replace.
The following is a summary of some of the terms of the exchange notes. For a more detailed description, see "Description of the Exchange
Notes."

Issuer
CBS Corporation

Notes Offered
$400,000,000 aggregate principal amount of 2.900% senior notes due 2023 and $500,000,000
aggregate principal amount of 3.700% senior notes due 2028

The original notes were, and the exchange notes will be, issued under the indenture pursuant
to which, on November 16, 2017, we issued $400,000,000 principal amount of our 2.900%

senior notes due 2023 and $500,000,000 aggregate principal amount of our 3.700% senior
notes due 2028.

Maturity
The 2023 exchange notes will mature on June 1, 2023.

The 2028 exchange notes will mature on June 1, 2028.

Interest
Interest on the 2023 exchange notes will accrue at the rate of 2.900% per year, payable semi-
annually in arrears on June 1 and December 1 of each year. Interest on the 2023 exchange
notes will accrue from November 16, 2017 (or from the most recent interest payment date to
which interest has been paid or duly provided for with respect to the 2023 original notes or
the 2023 exchange notes).

Interest on the 2028 exchange notes will accrue at the rate of 3.700% per year, payable semi-
annually in arrears on June 1 and December 1 of each year. Interest on the 2028 exchange
notes will accrue from November 16, 2017 (or from the most recent interest payment date to
which interest has been paid or duly provided for with respect to the 2028 original notes or
the 2028 exchange notes).

Guarantee
The exchange notes will be fully and unconditionally guaranteed on an unsecured senior
basis by CBS Operations.

Ranking
The exchange notes will be unsecured senior obligations of CBS Corporation and will rank
equally in right of payment with all of CBS Corporation's other unsecured and
unsubordinated indebtedness from

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time to time outstanding. As of September 30, 2018, CBS Corporation had approximately
$9.39 billion of long-term indebtedness outstanding, all of which will rank equally in right of
payment with the exchange notes. As of September 30, 2018, our direct and indirect
subsidiaries, other than CBS Operations, had approximately $92 million of indebtedness

outstanding. CBS Operations is a wholly owned subsidiary of CBS Corporation with no
long-term indebtedness outstanding as of September 30, 2018, other than its guarantees of
the senior debt of CBS Corporation, all of which is fully and unconditionally guaranteed by
CBS Operations. The direct and indirect subsidiaries of CBS Operations had approximately
$16 million of long-term indebtedness outstanding as September 30, 2018.

Sinking Fund
None

Optional Redemption
We may redeem the exchange notes, in whole or in part, at any time and from time to time
at a redemption price equal to the principal amount of the exchange notes being redeemed
plus the applicable premium, if any, and accrued and unpaid interest to the redemption date.
In addition, commencing on May 1, 2023 (one month prior to their maturity date), we may
redeem the 2023 exchange notes, in whole or in part, at any time and from time to time at a
redemption price equal to 100% of the principal amount of the 2023 exchange notes being
redeemed plus accrued and unpaid interest to the redemption date, and, commencing
on March 1, 2028 (three months prior to their maturity date), we may redeem the 2028
exchange notes, in whole or in part, at any time and from time to time at a redemption price
equal to 100% of the principal amount of the 2028 exchange notes being redeemed plus
accrued and unpaid interest to the redemption date. See "Description of the Exchange Notes
--Optional Redemption."

Purchase of Exchange Notes Upon a Change of
Upon the occurrence of both a change of control of CBS Corporation and a downgrade of the
Control Repurchase Event
exchange notes below an investment grade rating by all of Moody's Investors Service Inc.,
Standard & Poor's Ratings Services and Fitch Ratings, Ltd. within a specified period, unless
we have exercised our right of redemption, we will be required to make an offer to
repurchase all or any part of each holder's exchange notes at a price equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of
repurchase. See "Description of the Exchange Notes--Purchase of Exchange Notes Upon a
Change of Control Repurchase Event."

Certain Covenants
We will issue the exchange notes under an indenture that, among other restrictions, limits
our ability to:

· consolidate, merge or sell all or substantially all of our assets;

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· create liens; and

· enter into sale and leaseback transactions.

All of these limitations are subject to a number of important qualifications and exceptions.

See "Description of the Exchange Notes--Certain Covenants."

Form and Settlement
Each series of exchange notes will be issued in the form of one or more fully registered
global notes which will be deposited with, or on behalf of, DTC, as the depositary, and
registered in the name of Cede & Co., DTC's nominee. Beneficial interests in the global
notes will be represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to
hold interests in the global notes through either DTC (in the United States) or Clearstream
Banking, société anonyme ("Clearstream") or Euroclear Bank S.A./N.V. ("Euroclear")
(outside of the United States), if they are participants in these systems, or indirectly through
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organizations which are participants in these systems. Cross-market transfers between
persons holding directly or indirectly through DTC participants, on the one hand, and directly
or indirectly through Clearstream or Euroclear participants, on the other hand, will be
effected in accordance with DTC rules on behalf of the relevant international clearing system
by its U.S. depositary.

Markets
The exchange notes are offered for sale in those jurisdictions in the United States, and
certain non-U.S. jurisdictions, where it is legal to make such offers.

Governing Law
The exchange notes and the guarantees will be, and the indenture under which they will be
issued is, governed by the laws of the State of New York.

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RISK FACTORS
Investing in the exchange notes involves risks. You should carefully consider the risks set forth below and the risks described in the "Risk Factors"
section beginning on page I-16 of our Annual Report on Form 10-K for the year ended December 31, 2017, which are incorporated by reference into this
prospectus, as well as the other information contained or incorporated by reference into this prospectus, before making a decision whether to invest in the
exchange notes. See "Where You Can Find Additional Information" in this prospectus for information about how you can obtain or view copies of
incorporated information.
If an active trading market for the exchange notes does not develop or is not sustained, you may not be able to resell them at their fair market value or
at all.
The exchange notes are a new issue of securities with no established trading market. An active trading market may not develop or be sustained for
the exchange notes. We do not intend to list the exchange notes on any national securities exchange or automated quotation system. The liquidity of any
trading market in the exchange notes, and the market price quoted for the exchange notes, may be adversely affected by changes in the overall market for
fixed income securities or in prevailing interest rates, changes in our financial performance or prospects or in the prospects for companies in our industry
in general, and other factors, including general economic conditions. If an active trading market does not develop or is not sustained, you may not be able
to resell your exchange notes at their fair market value or at all.
The exchange offer may be canceled or delayed.
The consummation of the exchange offer is subject to, and conditional upon, the satisfaction or waiver of the conditions discussed under "The
Exchange Offer--Conditions to the Exchange Offer." We may, at our option and in our sole discretion (subject to applicable legal requirements), waive
any such conditions. Even if the exchange offer is completed, the exchange offer may not be completed on the schedule described in this prospectus.
Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their exchange notes, during which time those
holders of the original notes will not be able to effect transfers of their original notes tendered for exchange.
Late deliveries of original notes and other required documents could prevent you from exchanging your original notes for exchange notes.
Holders are responsible for complying with all exchange offer procedures. The issuance of exchange notes in exchange for original notes will occur
only upon completion of the procedures described in this prospectus under "The Exchange Offer." Therefore, holders of original notes that wish to
exchange them for exchange notes should allow sufficient time for timely completion of the exchange offer procedures. Neither we nor the exchange agent
are obligated to extend the exchange offer or notify you of any failure to follow the proper procedures or to waive any defect if you fail to follow the proper
procedures.
If you fail to exchange your original notes for exchange notes, it may be difficult to resell your original notes.
The original notes were not registered under the Securities Act or under the securities laws of any state, and if you do not exchange your original
notes for exchange notes pursuant to the exchange offer, you will not be able to offer, sell or otherwise transfer the original notes unless they are registered
under the Securities Act or unless you offer, sell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction
not subject to, the Securities Act and applicable state securities laws. Following the exchange offer, we will no longer be under an obligation to register
outstanding original notes under the Securities Act except in the limited circumstances provided in the registration rights agreement. In addition, any
original notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the applicable series of outstanding original
notes. Because we expect that most holders of original notes will elect to exchange their original notes, the liquidity of any trading market for any original
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notes remaining after the completion of the exchange offer could be substantially limited.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into this prospectus contain both historical and forward-looking statements. All
statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of the federal securities
laws. These forward-looking statements are not based on historical facts, but rather reflect our current expectations concerning future results and events.
These forward-looking statements generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate,"
"intend," "plan," "foresee," "likely," "will," "may," "could," "estimate" or other similar words or phrases. Similarly, statements that describe our
objectives, plans or goals are or may be forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties
and other factors that are difficult to predict and that may cause our actual results, performance or achievements to be different from any future results,
performance and achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others:

· changes in the public acceptance of our content;

· advertising market conditions generally;

· changes in technology and its effect on competition in our markets;

· changes in federal communications laws and regulations;

· the impact of piracy on our products;

· the impact of consolidation in the market for our content;

· the impact of negotiations or the loss of affiliation agreements or retransmission agreements;

· the outcomes of investigations and related legal actions, which are inherently unpredictable, and any associated costs;

· the uncertainties arising from transitions involving senior executives and directors of the Company;

· the impact of union activity, including possible strikes or work stoppages or our inability to negotiate favorable terms for contract renewals;

· other domestic and global economic, business, competitive and/or other regulatory factors affecting our businesses generally; and

· other factors described in our filings made under the securities laws, including, among others, the factors set forth under "Item 1A. Risk

Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017, which are incorporated by reference herein.
There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known. The forward-
looking statements included in this prospectus are made only as of the date of this prospectus, and any forward-looking statements incorporated by
reference herein are made only as of the date of the incorporated document. We expressly disclaim any obligation to update any forward-looking statement
to reflect subsequent events or circumstances, except as otherwise required by applicable law or the rules and regulations promulgated by the SEC.
You should carefully review all information, including the financial statements and the notes to the financial statements, included or incorporated by
reference into this prospectus.
Further information concerning CBS Corporation and its businesses, including factors that potentially could materially affect CBS Corporation's
financial results, is included in our filings with the SEC, and holders of notes are encouraged to review these filings. Actual results could differ materially
from expectations expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be inaccurate or is
unrealized. CBS Corporation does not undertake responsibility for updating any of such information, whether as a result of new information, future events
or otherwise, except as required by law.

10
Table of Contents
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer.
https://www.sec.gov/Archives/edgar/data/813828/000119312518323454/d540128d424b3.htm[11/9/2018 12:38:36 PM]

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