Bond ViaCBS Inc 4.2% ( US124857AZ68 ) in USD

ViaCBS Inc

100 % ▲

United States

US124857AZ68 ( in USD )

4.2% per year ( payment 2 times a year)

31/05/2029

Prospectus brochure of the bond ViacomCBS Inc US124857AZ68 en USD 4.2%, maturity 31/05/2029

2 000 USD

500 000 000 USD

124857AZ6

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/06/2026 ( In 114 days )

ViacomCBS Inc. is a mass media company formed from the merger of Viacom and CBS Corporation, encompassing entertainment brands like MTV, Nickelodeon, Paramount Pictures, and CBS.

The Bond issued by ViaCBS Inc ( United States ) , in USD, with the ISIN code US124857AZ68, pays a coupon of 4.2% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/05/2029

The Bond issued by ViaCBS Inc ( United States ) , in USD, with the ISIN code US124857AZ68, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ViaCBS Inc ( United States ) , in USD, with the ISIN code US124857AZ68, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
424B5 1 d705847d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-221338
CALCULATION OF REGISTRATION FEE

Maximum
Title of each class of
aggregate
Amount of
securities offered

offering price

registration fee (1)
4.200% Senior Notes due 2029

$500,000,000

$60,600
Guarantees of 4.200% Senior Notes due 2029

-- (2)
Total

$500,000,000

$60,600

(1)
The registration fee of $60,600 is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the "Act"). This
"Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's Registration
Statement on Form S-3 (File No. 333-221338) in accordance with Rules 456(b) and 457(r) under the Act.

(2)
Pursuant to Rule 457(n) under the Act, no separate fee is payable with respect to the guarantees.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated November 3, 2017)
$500,000,000

4.200% Senior Notes due 2029
Unconditionally guaranteed as to payment of
principal and interest by CBS Operations Inc.
(a wholly owned subsidiary of CBS Corporation)

CBS Corporation is offering $500,000,000 aggregate principal amount of our 4.200% senior notes due 2029, which we refer to as the "senior notes due 2029" or
the "senior notes." The senior notes due 2029 will bear interest at 4.200% per year and will mature on June 1, 2029. We will pay interest on the senior notes semi-
annually in arrears on June 1 and December 1 of each year, beginning December 1, 2019. We may redeem the senior 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 senior notes being redeemed plus the applicable premium, if any, and accrued and unpaid
interest to the redemption date. In addition, commencing on March 1, 2029, we may redeem the senior notes due 2029, in whole or in part, at 100% of the principal
amount of the senior notes due 2029 being redeemed plus accrued and unpaid interest to the redemption date. If a change of control repurchase event occurs as
described in this prospectus supplement, unless we have exercised our right of redemption, we will be required to offer to repurchase all or any part of the senior notes
at a repurchase price equal to 101% of the principal amount of the senior notes, plus accrued and unpaid interest, if any, to the date of repurchase. The senior notes do
not provide for a sinking fund. The senior notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
The senior 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 senior notes will be fully and unconditionally guaranteed by CBS
Operations Inc. on a senior unsecured 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.

Investing in the senior notes involves risks. For additional information regarding these risks, see "Risk Factors " on
page S-5 of this prospectus supplement.

Proceeds to CBS
Price to
Underwriting
Corporation

Public

Discount

(before expenses)
Per senior note due 2029

99.033%(1)

0.450%

98.583%

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Final Prospectus Supplement

Total

$495,165,000

$ 2,250,000
$
492,915,000

(1) Plus accrued interest, if any, from March 5, 2019 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the senior notes or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that the senior notes will be ready for delivery only in book-entry form through the facilities of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, société anonyme, or Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New
York on or about March 5, 2019.

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup
Deutsche Bank Securities

Wells Fargo Securities
SMBC Nikko
Co-Managers

BNP PARIBAS
RBC Capital Markets

US Bancorp
MUFG

TD Securities
SOCIETE GENERALE

BNY Mellon Capital Markets, LLC

Academy Securities
Loop Capital Markets

R. Seelaus & Co., LLC

Ramirez & Co., Inc.

The Williams Capital Group, L.P.

Prospectus Supplement dated February 20, 2019
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Cautionary Statement Concerning Forward-Looking Statements

iii
Summary
S-1
Risk Factors
S-5
Use of Proceeds
S-6
Description of the Senior Notes
S-7
U.S. Federal Income Taxation
S-17
Underwriting
S-22
Where You Can Find Additional Information
S-29
Legal Matters
S-30
Experts
S-30
Prospectus

Page
About this Prospectus

1
Where You Can Find Additional Information

1
The Company

3
The Guarantor

3
Risk Factors

4
Ratio of Earnings to Fixed Charges

4
Use of Proceeds

4
Description of the Debt Securities

5
Description of Preferred Stock

18
Description of Common Stock

21
Description of Warrants

24
Plan of Distribution

26
Legal Matters

28
Experts

28
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Final Prospectus Supplement
In this prospectus supplement, unless we indicate otherwise or the context otherwise requires, we use the terms "CBS Corporation," "the Company,"
"we," "us" and "our" to refer to CBS Corporation and its consolidated subsidiaries. References to "CBS Operations" are references to CBS Operations Inc.
You should rely only on the information contained or incorporated by reference into this prospectus supplement, the accompanying
prospectus and any free writing prospectus authorized by CBS Corporation. None of CBS Corporation, CBS Operations or any of the
underwriters has authorized anyone to provide you with different or additional information. If anyone provides you with different or additional
information, you should not rely on it. You should not assume that the information contained in or incorporated by reference into this prospectus
supplement and the accompanying prospectus is accurate as of any date other than their respective dates. Our business, financial condition,
results of operations and prospects may have changed since then. None of CBS Corporation, CBS Operations or any of the underwriters is making
an offer to sell the senior notes in any jurisdiction where the offer or sale is not permitted.
We expect to deliver the senior notes against payment therefor in New York City on or about the expected settlement date specified on the cover page
of this prospectus supplement, which will be the ninth business day

i
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following the date of this prospectus supplement and the pricing of the senior notes (such settlement cycle being referred to as "T+9"). You should note that
trading of the senior notes on the pricing date or the succeeding six business days may be affected by the T+9 settlement. See "Underwriting."
We provide information to you about the senior notes in two separate documents, this prospectus supplement and the accompanying prospectus. To
the extent there is a conflict between the information contained in or incorporated by reference into this prospectus supplement, on the one hand, and the
information contained in or incorporated by reference into the accompanying prospectus, on the other hand, the information contained in or incorporated by
reference into this prospectus supplement shall control. If any statement in this prospectus supplement conflicts with any statement in a document that has
been incorporated herein by reference, then you should consider only the statement in the more recent document.

ii
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the
accompanying 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 Section 27A of the Securities Act of 1933, as amended, or the "Securities Act," and
Section 21E of the Securities Exchange Act of 1934, as amended, or the "Exchange Act." 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 which may cause our actual results,
performance or achievements to be different from any future results, performance or 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 the federal communications laws and regulations;

· increased programming costs and investments;

· the impact of piracy on our products;

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

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

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

· the uncertainties arising from leadership changes at the Company;

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Final Prospectus Supplement

· 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, technological 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, 2018, which is 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 supplement are made only as of the date of this prospectus supplement, 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 Securities and Exchange Commission, or 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 supplement and the accompanying prospectus.

iii
Table of Contents
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 senior 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.

iv
Table of Contents
SUMMARY
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 Global
Distribution GroupTM (composed of CBS Studios InternationalTM and CBS Television DistributionTM); Network 10TM; CBS Interactive®;

CBS Sports Network®, our cable network focused on college athletics and other sports; CBS Films®; and our direct-to-consumer digital
streaming services CBS All Access®, CBSN®, CBS Sports HQ®, ET LiveTM and 10 All AccessTM.

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

Smithsonian NetworksTM, a venture between Showtime Networks and Smithsonian Institution, which operates Smithsonian ChannelTM, a
basic cable program service, and Smithsonian Channel PlusTM, a direct-to-consumer 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® 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 into, or part of, this prospectus supplement or the accompanying prospectus.
CBS Operations Inc.
CBS Operations, the guarantor of the senior 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
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Final Prospectus Supplement
shares of common stock, par value $.01 per share, outstanding, all of which are held by CBS Corporation. CBS Operations owns a full power
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.

S-1
Table of Contents
The Offering
The following is a brief summary of some of the terms of the senior notes and this offering. For a more complete description of the terms of the
senior notes, see "Description of the Senior Notes" beginning on page S-7 of this prospectus supplement.

Issuer
CBS Corporation

Securities Offered
$500,000,000 aggregate principal amount of 4.200% senior notes due 2029

Maturity
The senior notes due 2029 will mature on June 1, 2029.

Interest
Interest on the senior notes due 2029 will accrue at the rate of 4.200% per year, payable
semi-annually in arrears on June 1 and December 1 of each year, beginning December 1,
2019. Interest on the senior notes due 2029 will accrue from March 5, 2019.

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

Ranking
The senior 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. As of December 31, 2018, CBS
Corporation had approximately $9.39 billion of long-term indebtedness outstanding, all of
which ranks equally in right of payment with the senior notes. As of December 31, 2018, our
direct and indirect subsidiaries, other than CBS Operations, had approximately $89 million of
indebtedness outstanding. CBS Operations is a wholly owned subsidiary of CBS Corporation
with no long-term indebtedness outstanding as of December 31, 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 $15 million of long-term indebtedness outstanding as of December 31, 2018.

Sinking Fund
None

Optional Redemption
We may redeem the senior 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 senior notes being redeemed plus the
applicable premium, if any, and accrued and unpaid interest to the redemption date. In
addition, commencing on March 1, 2029 (three months prior to their maturity date), we may
redeem the senior notes due 2029, 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 senior notes due 2029 being
redeemed plus accrued and unpaid interest to the redemption date. See "Description of the
Senior Notes--Optional Redemption."

S-2
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Final Prospectus Supplement
Purchase of Senior Notes upon a Change of Control Upon the occurrence of both a change of control of CBS Corporation and a downgrade of the
Repurchase Event
senior 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, we
will be required to make an offer to repurchase all or any part of each holder's senior 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 Senior Notes-- Purchase of
Senior Notes upon a Change of Control Repurchase Event."

Certain Covenants
We will issue the senior notes under a senior indenture that, among other things, limits our
ability to:

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

· create liens; and

· enter into sale and leaseback transactions.

All of these limitations will be subject to a number of important qualifications and

exceptions. See "Description of the Debt Securities" in the accompanying prospectus.

Form and Settlement
Each series of senior notes will be issued in the form of one or more fully registered global
notes which will be deposited with, or on behalf of, The Depository Trust Company, or
"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 Luxembourg or Euroclear (outside of the United States), if they
are participants in these systems, or indirectly through 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
Luxembourg 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 senior notes are offered for sale in those jurisdictions in the United States, Canada,
Europe and Asia where it is legal to make such offers. See "Underwriting" for additional
information regarding offers outside the United States.

S-3
Table of Contents
Use of Proceeds
We intend to use the net proceeds from this offering, after deducting the underwriting
discount and expenses related to this offering, in the redemption of our $600 million
outstanding aggregate principal amount of 2.300% senior notes due August 15, 2019.

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

Risk Factors
See "Risk Factors" on page S-5 of this prospectus supplement for additional information
regarding factors you should consider carefully before deciding whether to invest in the
senior notes.

S-4
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Final Prospectus Supplement
Table of Contents
RISK FACTORS
Investing in the senior notes involves risks. You should carefully consider the risks described in the "Risk Factors" sections beginning on page I-16
of our Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference into this prospectus supplement and the
accompanying prospectus, as well as the other information contained or incorporated by reference into this prospectus supplement and the accompanying
prospectus, before making a decision to invest in the senior notes. See "Where You Can Find Additional Information" in this prospectus supplement for
information about how you can obtain copies of incorporated information.

S-5
Table of Contents
USE OF PROCEEDS
Our net proceeds from this offering are estimated to be approximately $492,015,000, after deducting the underwriting discount and our estimated
offering expenses. We intend to use the net proceeds from this offering in the redemption of our $600 million outstanding aggregate principal amount of
2.300% senior notes due August 15, 2019.

S-6
Table of Contents
DESCRIPTION OF THE SENIOR NOTES
In this section, the terms "the Company," "we," "us" and "our" refer solely to CBS Corporation and not its subsidiaries.
The following statements about the senior notes are summaries and are subject to, and qualified in their entirety by reference to, the accompanying
prospectus and the "senior indenture" referred to in the accompanying prospectus. See "Description of the Debt Securities" in the accompanying prospectus
for additional information concerning the senior notes and the senior indenture. The following statements, therefore, do not contain all of the information
that may be important to you. Not all the defined terms used in this prospectus supplement are defined herein, and you should refer to the accompanying
prospectus or the senior indenture for the definitions of such terms. The provisions of the senior indenture and the form of note set forth the terms of the
senior notes in greater detail than this prospectus supplement or the accompanying prospectus. If the statements in this prospectus supplement or the
prospectus conflict with the provisions of the senior indenture and the form of note, the provisions of the senior indenture and such form of note control. A
copy of the senior indenture and a copy of the first supplemental indenture to the senior indenture have been filed with the SEC as exhibits to the
registration statement of which this prospectus supplement and the accompanying prospectus form a part. Copies of the forms of the senior notes offered
hereby will be filed with the SEC in connection with the closing of this offering.
General
The senior notes:

·
are registered under the Securities Act;

·
will be unsecured obligations of CBS Corporation;

·
will rank equally in right of payment with all other unsecured and unsubordinated indebtedness of CBS Corporation from time to time

outstanding;

·
will be fully and unconditionally guaranteed by CBS Operations, which guarantee will rank equally in right of payment with all other

unsecured and unsubordinated indebtedness of CBS Operations from time to time outstanding; and

·
will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
The senior notes due 2029 offered by this prospectus supplement initially will be limited to $500,000,000 aggregate principal amount, which
aggregate principal amount may, without the consent of holders, be increased in the future on the same terms as to status, CUSIP number or otherwise as
the senior notes due 2029 being offered hereby (see "--Further Issues" below).
Each senior note due 2029 will bear interest at a rate of 4.200% per year. Interest will be payable semi-annually in arrears on the senior notes on
June 1 and December 1 of each year, beginning December 1, 2019, and will be computed on the basis of a 360-day year of twelve 30-day months. Interest
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Final Prospectus Supplement
on the senior notes will accrue from and including March 5, 2019 and will be paid to holders of record on the May 15 and November 15 immediately before
the respective interest payment date.
The senior notes due 2029 will mature on June 1, 2029. On the maturity date of the senior notes, the holders will be entitled to receive 100% of the
principal amount of the senior notes. The senior notes do not provide for a sinking fund.

S-7
Table of Contents
If any maturity date, redemption date or interest payment date falls on a Saturday, Sunday or day on which banking institutions in The City of New
York are authorized or obligated by law or executive order to close, then payment of principal and interest, if any, may be made on the next succeeding
business day and no interest will accrue because of such delayed payment.
As of December 31, 2018, CBS Corporation had approximately $9.39 billion of long-term indebtedness outstanding, all of which ranks equally in
right of payment with the senior notes. As of December 31, 2018, our direct and indirect subsidiaries, other than CBS Operations, had approximately
$89 million of indebtedness outstanding. CBS Operations is a wholly owned subsidiary of CBS Corporation with no long-term indebtedness outstanding as
of December 31, 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 $15 million of long-term indebtedness outstanding as of
December 31, 2018.
The senior notes are subject in all cases to tax, fiscal and other law and regulations (and any administrative or judicial interpretation applicable
thereto). We are not required to make any payment to a holder with respect to any tax, assessment or other governmental charge imposed (by withholding
or otherwise) by any government or a political subdivision or taxing authority thereof or therein due and owing with respect to the senior notes. See "U.S.
Federal Income Taxation" for additional information about the material federal income tax consequences of the purchase, ownership and disposition of
senior notes.
Further Issues
We may from time to time, without notice to or the consent of the holders of the senior notes, create and issue further senior notes ranking equally
and ratably in all respects with the senior notes, or in all respects except for the issue date, price to the public and payment of interest accruing prior to the
issue date or except, in some circumstances, for the first payment of interest following the issue date of those further senior notes. Any such further senior
notes will be consolidated with and form a single series with the senior notes currently being offered and will have the same terms as to status, CUSIP
number or otherwise as the senior notes, provided that any such further senior notes that are not fungible for U.S. federal income tax purposes with the
senior notes currently being offered will be issued with a different CUSIP number. Any such further senior notes will be issued pursuant to a resolution of
our board of directors (or a committee designated by the board), pursuant to a supplement to the senior indenture or under an officer's certificate pursuant
to the senior indenture.
Optional Redemption
Commencing on March 1, 2029 (three months prior to their maturity date) (the "2029 par call date"), we may redeem the senior notes due 2029, at
our option in whole or in part, at any time and from time to time at 100% of the principal amount of the senior notes due 2029 being redeemed plus
accrued and unpaid interest to the redemption date.
Prior to the 2029 par call date, the senior notes due 2029 will be redeemable, at our option in whole or in part, at any time and from time to time, at a
"make-whole premium" redemption price calculated by us equal to the greater of:

(a)
100% of the principal amount of the senior notes of the series to be redeemed; and

(b)
the sum of the present values of the remaining scheduled payments of principal and interest, assuming that such series of notes matured on the
applicable par call date (not including any portion of such payments of interest accrued to the redemption date), discounted to the redemption

date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 25
basis points;

S-8
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plus, in each case, accrued and unpaid interest to the redemption date. Notwithstanding the foregoing, installments of interest on senior notes that are due
and payable on interest payment dates falling on or prior to a redemption date for such senior notes will be payable on the interest payment date to the
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Final Prospectus Supplement
registered holders as of the close of business on the relevant record date according to such senior notes and the senior indenture.
For purposes of the optional redemption provisions of the senior notes, the following terms have the meanings indicated below:
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term, or the "Remaining Life," of the senior notes to be redeemed (assuming for this purpose
that such series of senior notes matured on the applicable par call date) that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Remaining Life of such senior notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is
received, such quotation.
"Independent Investment Banker" means a Reference Treasury Dealer appointed by us.
"Reference Treasury Dealer" means a primary U.S. Government securities dealer in the United States selected by us.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed as a percentage of its principal
amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
business day preceding such redemption date.
"Treasury Rate" means, with respect to a series of senior notes, on a redemption date, the rate per annum equal to:

·
the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption

"Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue; provided that if no maturity is within three
months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury
Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight-line basis rounding to the
nearest month; or

·
if that release, or any successor release, is not published during the week preceding the calculation date or does not contain such yields, the rate

per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.
The Treasury Rate will be calculated at 5:00 p.m. (New York City time) on the third business day preceding the redemption date by the Reference
Treasury Dealer.

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Notice of any redemption will be distributed at least 15 days but not more than 45 days before the redemption date to each holder of the senior notes
to be redeemed. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the senior notes
called for redemption. If fewer than all of the senior notes are to be redeemed, the senior notes to be redeemed shall be selected by the trustee by lot or by
another method the trustee deems to be fair and appropriate and in accordance with applicable depositary procedures. No senior notes of a principal amount
of $2,000 or less will be redeemed in part. In addition, at any time we may repurchase senior notes in the open market and may hold or surrender such
senior notes to the trustee for cancellation.
Purchase of Senior Notes upon a Change of Control Repurchase Event
Upon the occurrence of a Change of Control Repurchase Event (as defined below) in respect of the senior notes, unless we have exercised our right
to redeem the senior notes as described under "--Optional Redemption" above, we will be required to make an offer to each holder of the senior notes to
repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such holder's senior notes pursuant to the offer described
below, or the "Change of Control Offer," at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if
any, to the date of repurchase, or the "Change of Control Price." Within 30 days following any Change of Control Repurchase Event in respect of the senior
notes or, at our option, prior to any Change of Control (as defined below), but after the public announcement of the Change of Control, we will mail a
notice to each holder describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to
repurchase the senior notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date
such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to repurchase is
conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
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Final Prospectus Supplement
We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws
and regulations are applicable in connection with the repurchase of the senior notes as a result of a Change of Control Repurchase Event. To the extent that
the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the senior notes, we will comply
with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event
provisions of the senior notes by reason of such conflict.
On the Change of Control Repurchase Event payment date, we will, to the extent lawful:

(1)
accept for payment all senior notes or portions thereof properly tendered and not withdrawn pursuant to our offer;

(2)
deposit with the paying agent an amount sufficient to pay the aggregate purchase price in respect of all senior notes or portions thereof properly

tendered and accepted; and

(3)
deliver or cause to be delivered to the trustee the senior notes properly accepted, together with an officer's certificate stating the aggregate

principal amount of senior notes being purchased by us.
The paying agent will promptly pay, from funds deposited by us for such purpose, to each holder of senior notes properly tendered the purchase price
for the senior notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new senior note equal in
principal amount to any unpurchased portion of any senior notes surrendered.
We will not be required to make an offer to repurchase the senior notes upon a Change of Control Repurchase Event if a third party makes an offer
in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all senior notes
properly tendered and not withdrawn under its offer.

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Table of Contents
An "Affiliate" of CBS Corporation means any Person directly or indirectly controlling, controlled by or under direct or indirect common control with
CBS Corporation, or directly or indirectly controlled by a Redstone Family Member.
"Below Investment Grade Rating Event," with respect to the senior notes, means that such senior notes become rated below Investment Grade by all
of the Rating Agencies on any date from the date of the public notice of an arrangement that results in a Change of Control until the end of the 60-day
period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of such senior notes is under
publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise
arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be
deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies
making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at its
request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the
applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating
Event).
"Change of Control" means the occurrence of any of the following:

(1)
the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related

transactions, of all or substantially all of our properties or assets and those of our subsidiaries, taken as a whole, to any "person" (individually
and as that term is used in Section 13(d)(3) and Section 14(d)(2) of the Exchange Act), other than us or one of our Affiliates;

(2)
the first day on which a majority of the members of our board of directors are not Continuing Directors;

(3)
the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of
which is that any "person" (individually and as that term is used in Section 13(d)(3) and Section 14(d)(2) of the Exchange Act), other than us,

one of our subsidiaries or Redstone Family Members, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act), directly or indirectly, of more than 50% of our Voting Stock, and following such transaction or transactions, Redstone Family Members
beneficially own less than 50% of our Voting Stock, in each case, measured by voting power rather than number of shares; or

(4)
the consummation of a so-called "going private/Rule 13e-3 Transaction" that results in any of the effects described in paragraph (a)(3)(ii) of
Rule 13e-3 under the Exchange Act (or any successor provision) with respect to each class of our common stock, following which Redstone

Family Members beneficially own, directly or indirectly, more than 50% of our Voting Stock, measured by voting power rather than number of
shares.
"Change of Control Repurchase Event" in respect of the senior notes means the occurrence of both a Change of Control and a Below Investment
Grade Rating Event in respect of the senior notes.
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Document Outline

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