Condensed Consolidating Financial Statements | 14 ) CONDENSED CONSOLIDATING FINANCIAL STATEMENTS CBS Operations Inc. is a wholly owned subsidiary of the Company. CBS Operations Inc. has fully and unconditionally guaranteed CBS Corp.’s senior debt securities. The following condensed consolidating financial statements present the results of operations, financial position and cash flows of CBS Corp., CBS Operations Inc., the direct and indirect Non-Guarantor Affiliates of CBS Corp. and CBS Operations Inc., and the eliminations necessary to arrive at the information for the Company on a consolidated basis. Statement of Operations For the Three Months Ended June 30, 2017 CBS Corp. CBS Operations Inc. Non- Guarantor Affiliates Eliminations CBS Corp. Consolidated Revenues $ 42 $ 2 $ 3,213 $ — $ 3,257 Costs and expenses: Operating 22 2 1,980 — 2,004 Selling, general and administrative 23 68 437 — 528 Depreciation and amortization 1 6 49 — 56 Total costs and expenses 46 76 2,466 — 2,588 Operating income (loss) (4 ) (74 ) 747 — 669 Interest (expense) income, net (127 ) (120 ) 151 — (96 ) Other items, net 1 (12 ) 16 — 5 Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies (130 ) (206 ) 914 — 578 Benefit (provision) for income taxes 39 62 (270 ) — (169 ) Equity in earnings (loss) of investee companies, net of tax 149 339 (12 ) (488 ) (12 ) Net earnings from continuing operations 58 195 632 (488 ) 397 Net loss from discontinued operations, net of tax — — (339 ) — (339 ) Net earnings $ 58 $ 195 $ 293 $ (488 ) $ 58 Total comprehensive income $ 70 $ 190 $ 302 $ (492 ) $ 70 Statement of Operations For the Six Months Ended June 30, 2017 CBS Corp. CBS Operations Inc. Non- Guarantor Affiliates Eliminations CBS Corp. Consolidated Revenues $ 84 $ 5 $ 6,511 $ — $ 6,600 Costs and expenses: Operating 46 3 4,029 — 4,078 Selling, general and administrative 43 132 863 — 1,038 Depreciation and amortization 2 12 97 — 111 Total costs and expenses 91 147 4,989 — 5,227 Operating income (loss) (7 ) (142 ) 1,522 — 1,373 Interest (expense) income, net (249 ) (237 ) 294 — (192 ) Other items, net 1 (25 ) 30 — 6 Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies (255 ) (404 ) 1,846 — 1,187 Benefit (provision) for income taxes 77 122 (506 ) — (307 ) Equity in earnings (loss) of investee companies, net of tax (16 ) 693 (29 ) (677 ) (29 ) Net earnings (loss) from continuing operations (194 ) 411 1,311 (677 ) 851 Net loss from discontinued operations, net of tax — — (1,045 ) — (1,045 ) Net earnings (loss) $ (194 ) $ 411 $ 266 $ (677 ) $ (194 ) Total comprehensive income (loss) $ (168 ) $ 404 $ 281 $ (685 ) $ (168 ) Statement of Operations For the Three Months Ended June 30, 2016 CBS Corp. CBS Operations Inc. Non- Guarantor Affiliates Eliminations CBS Corp. Consolidated Revenues $ 36 $ 3 $ 2,937 $ — $ 2,976 Costs and expenses: Operating 15 2 1,741 — 1,758 Selling, general and administrative 21 66 423 — 510 Depreciation and amortization 1 6 50 — 57 Total costs and expenses 37 74 2,214 — 2,325 Operating income (loss) (1 ) (71 ) 723 — 651 Interest (expense) income, net (124 ) (106 ) 138 — (92 ) Other items, net (1 ) 13 (16 ) — (4 ) Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies (126 ) (164 ) 845 — 555 Benefit (provision) for income taxes 40 51 (264 ) — (173 ) Equity in earnings (loss) of investee companies, net of tax 509 289 (9 ) (798 ) (9 ) Net earnings from continuing operations 423 176 572 (798 ) 373 Net earnings from discontinued operations, net of tax — — 50 — 50 Net earnings $ 423 $ 176 $ 622 $ (798 ) $ 423 Total comprehensive income $ 432 $ 185 $ 611 $ (796 ) $ 432 Statement of Operations For the Six Months Ended June 30, 2016 CBS Corp. CBS Operations Inc. Non- Guarantor Affiliates Eliminations CBS Corp. Consolidated Revenues $ 83 $ 6 $ 6,475 $ — $ 6,564 Costs and expenses: Operating 32 3 3,995 — 4,030 Selling, general and administrative 42 132 839 — 1,013 Depreciation and amortization 2 11 101 — 114 Other operating items, net — — (9 ) — (9 ) Total costs and expenses 76 146 4,926 — 5,148 Operating income (loss) 7 (140 ) 1,549 — 1,416 Interest (expense) income, net (248 ) (210 ) 273 — (185 ) Other items, net (2 ) 3 (8 ) — (7 ) Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies (243 ) (347 ) 1,814 — 1,224 Benefit (provision) for income taxes 77 110 (566 ) — (379 ) Equity in earnings (loss) of investee companies, net of tax 1,062 549 (30 ) (1,611 ) (30 ) Net earnings from continuing operations 896 312 1,218 (1,611 ) 815 Net earnings from discontinued operations, net of tax — — 81 — 81 Net earnings $ 896 $ 312 $ 1,299 $ (1,611 ) $ 896 Total comprehensive income $ 916 $ 325 $ 1,290 $ (1,615 ) $ 916 Balance Sheet At June 30, 2017 CBS Corp. CBS Operations Inc. Non- Guarantor Affiliates Eliminations CBS Corp. Consolidated Assets Cash and cash equivalents $ 15 $ — $ 155 $ — $ 170 Receivables, net 22 2 3,275 — 3,299 Programming and other inventory 4 3 1,553 — 1,560 Prepaid expenses and other current assets 94 31 266 (33 ) 358 Current assets of discontinued operations — — 299 — 299 Total current assets 135 36 5,548 (33 ) 5,686 Property and equipment 48 205 2,714 — 2,967 Less accumulated depreciation and amortization 26 151 1,576 — 1,753 Net property and equipment 22 54 1,138 — 1,214 Programming and other inventory 3 6 2,450 — 2,459 Goodwill 98 62 4,731 — 4,891 Intangible assets — — 2,627 — 2,627 Investments in consolidated subsidiaries 44,467 14,544 — (59,011 ) — Other assets 149 8 2,401 — 2,558 Intercompany — 1,455 28,442 (29,897 ) — Assets of discontinued operations — — 3,218 — 3,218 Total Assets $ 44,874 $ 16,165 $ 50,555 $ (88,941 ) $ 22,653 Liabilities and Stockholders’ Equity Accounts payable $ 1 $ 4 $ 119 $ — $ 124 Participants’ share and royalties payable — — 1,005 — 1,005 Program rights 4 3 255 — 262 Commercial paper 263 — — — 263 Current portion of long-term debt 6 — 17 — 23 Accrued expenses and other current liabilities 383 212 830 (33 ) 1,392 Current liabilities of discontinued operations — — 161 — 161 Total current liabilities 657 219 2,387 (33 ) 3,230 Long-term debt 8,801 — 97 — 8,898 Other liabilities 2,892 238 2,285 — 5,415 Liabilities of discontinued operations — — 2,483 — 2,483 Intercompany 29,897 — — (29,897 ) — Stockholders’ Equity: Preferred stock — — 126 (126 ) — Common stock 1 123 590 (713 ) 1 Additional paid-in capital 43,820 — 60,894 (60,894 ) 43,820 Retained earnings (accumulated deficit) (19,451 ) 15,894 (13,572 ) (2,322 ) (19,451 ) Accumulated other comprehensive income (loss) (741 ) 22 65 (87 ) (741 ) 23,629 16,039 48,103 (64,142 ) 23,629 Less treasury stock, at cost 21,002 331 4,800 (5,131 ) 21,002 Total Stockholders’ Equity 2,627 15,708 43,303 (59,011 ) 2,627 Total Liabilities and Stockholders’ Equity $ 44,874 $ 16,165 $ 50,555 $ (88,941 ) $ 22,653 Balance Sheet At December 31, 2016 CBS Corp. CBS Operations Inc. Non- Guarantor Affiliates Eliminations CBS Corp. Consolidated Assets Cash and cash equivalents $ 321 $ — $ 277 $ — $ 598 Receivables, net 27 2 3,285 — 3,314 Programming and other inventory 3 3 1,421 — 1,427 Prepaid expenses and other current assets 102 55 297 (35 ) 419 Current assets of discontinued operations — — 305 — 305 Total current assets 453 60 5,585 (35 ) 6,063 Property and equipment 47 201 2,687 — 2,935 Less accumulated depreciation and amortization 25 140 1,529 — 1,694 Net property and equipment 22 61 1,158 — 1,241 Programming and other inventory 5 7 2,427 — 2,439 Goodwill 98 62 4,704 — 4,864 Intangible assets — — 2,633 — 2,633 Investments in consolidated subsidiaries 44,473 13,853 — (58,326 ) — Other assets 150 8 2,549 — 2,707 Intercompany — 1,785 26,976 (28,761 ) — Assets of discontinued operations — 3 4,288 — 4,291 Total Assets $ 45,201 $ 15,839 $ 50,320 $ (87,122 ) $ 24,238 Liabilities and Stockholders ’ Equity Accounts payable $ 1 $ 3 $ 144 $ — $ 148 Participants’ share and royalties payable — — 1,024 — 1,024 Program rights 4 4 282 — 290 Commercial paper 450 — — — 450 Current portion of long-term debt 6 — 17 — 23 Accrued expenses and other current liabilities 421 284 948 (35 ) 1,618 Current liabilities of discontinued operations — — 155 — 155 Total current liabilities 882 291 2,570 (35 ) 3,708 Long-term debt 8,798 — 104 — 8,902 Other liabilities 3,071 244 2,173 — 5,488 Liabilities of discontinued operations — — 2,451 — 2,451 Intercompany 28,761 — — (28,761 ) — Stockholders’ Equity: Preferred stock — — 126 (126 ) — Common stock 1 123 590 (713 ) 1 Additional paid-in capital 43,913 — 60,894 (60,894 ) 43,913 Retained earnings (accumulated deficit) (19,257 ) 15,483 (13,838 ) (1,645 ) (19,257 ) Accumulated other comprehensive income (loss) (767 ) 29 50 (79 ) (767 ) 23,890 15,635 47,822 (63,457 ) 23,890 Less treasury stock, at cost 20,201 331 4,800 (5,131 ) 20,201 Total Stockholders’ Equity 3,689 15,304 43,022 (58,326 ) 3,689 Total Liabilities and Stockholders’ Equity $ 45,201 $ 15,839 $ 50,320 $ (87,122 ) $ 24,238 Statement of Cash Flows For the Six Months Ended June 30, 2017 CBS Corp. CBS Operations Inc. Non- Guarantor Affiliates Eliminations CBS Corp. Consolidated Net cash flow (used for) provided by operating activities $ (608 ) $ (153 ) $ 1,699 $ — $ 938 Investing Activities: Acquisitions — — (21 ) — (21 ) Capital expenditures — (10 ) (58 ) — (68 ) Investments in and advances to investee companies — — (65 ) — (65 ) Proceeds from dispositions — — 1 — 1 Other investing activities 14 — — — 14 Net cash flow provided by (used for) investing activities from continuing operations 14 (10 ) (143 ) — (139 ) Net cash flow used for investing activities from discontinued operations — (1 ) (12 ) — (13 ) Net cash flow provided by (used for) investing activities 14 (11 ) (155 ) — (152 ) Financing Activities: Repayments of short-term debt borrowings, net (187 ) — — — (187 ) Proceeds from debt borrowings of CBS Radio — — 24 — 24 Repayment of debt borrowings of CBS Radio — — (5 ) — (5 ) Payment of capital lease obligations — — (8 ) — (8 ) Payment of contingent consideration — — (7 ) — (7 ) Dividends (151 ) — — — (151 ) Purchase of Company common stock (845 ) — — — (845 ) Payment of payroll taxes in lieu of issuing shares for stock-based compensation (89 ) — — — (89 ) Proceeds from exercise of stock options 39 — — — 39 Increase (decrease) in intercompany payables 1,521 164 (1,685 ) — — Net cash flow provided by (used for) financing activities 288 164 (1,681 ) — (1,229 ) Net decrease in cash and cash equivalents (306 ) — (137 ) — (443 ) Cash and cash equivalents at beginning of period (includes $24 million of discontinued operations cash) 321 — 301 — 622 Cash and cash equivalents at end of period (includes $9 million of discontinued operations cash) $ 15 $ — $ 164 $ — $ 179 Statement of Cash Flows For the Six Months Ended June 30, 2016 CBS Corp. CBS Operations Inc. Non- Guarantor Affiliates Eliminations CBS Corp. Consolidated Net cash flow (used for) provided by operating activities $ (476 ) $ (116 ) $ 1,843 $ — $ 1,251 Investing Activities: Acquisitions — — (51 ) — (51 ) Capital expenditures — (11 ) (58 ) — (69 ) Investments in and advances to investee companies — — (43 ) — (43 ) Proceeds from dispositions (4 ) — 23 — 19 Other investing activities 4 — — — 4 Net cash flow used for investing activities from continuing operations — (11 ) (129 ) — (140 ) Net cash flow used for investing activities from discontinued operations — — (2 ) — (2 ) Net cash flow used for investing activities — (11 ) (131 ) — (142 ) Financing Activities: Proceeds from short-term borrowings, net 163 — — — 163 Repayment of senior debentures (199 ) — — — (199 ) Payment of capital lease obligations — — (8 ) — (8 ) Dividends (142 ) — — — (142 ) Purchase of Company common stock (1,033 ) — — — (1,033 ) Payment of payroll taxes in lieu of issuing shares for stock-based compensation (57 ) — — — (57 ) Proceeds from exercise of stock options 10 — — — 10 Excess tax benefit from stock-based compensation 11 — — — 11 Other financing activities (1 ) — — — (1 ) Increase (decrease) in intercompany payables 1,503 127 (1,630 ) — — Net cash flow provided by (used for) financing activities 255 127 (1,638 ) — (1,256 ) Net (decrease) increase in cash and cash equivalents (221 ) — 74 — (147 ) Cash and cash equivalents at beginning of period (includes $6 million of discontinued operations cash) 267 1 55 — 323 Cash and cash equivalents at end of period (includes $9 million of discontinued operations cash) $ 46 $ 1 $ 129 $ — $ 176 |