Form FWP CBS CORP Filed by: CBS Operations Inc.

Issuer:

Guarantor:

Securities Offered:

Size:

Maturity:

Coupon:

Yield to Maturity:

Spread to Benchmark Treasury:

Benchmark Treasury:

UST 1.625% due

May 15, 2026

Benchmark Treasury Price and Yield:

Price to Public:

Price to CBS:

Net Proceeds (Before Expenses) to CBS:

Interest Payment Dates:

Semi-annually on January 15 and

July 15 commencing

January 15, 2017

Regular Record Dates:

Redemption Provisions:

Make-Whole Call:

Greater of 100% or T+30 bps

(at any time prior to

October 15, 2026)

Par Call:

At any time on or after

October 15, 2026

Change of Control:

Upon the occurrence of a Change of Control Repurchase Event,

we will be required to make an offer to purchase the senior notes

at a price equal to 101% of their principal amount plus

accrued and unpaid interest to the date of repurchase

Trade Date:

Settlement Date:

Denominations:

Minimum of $2,000 principal amount and

integral multiples of $1,000

CUSIP:

Ratings:*

Moody’s Investors Service: Baa2

Standard & Poor’s Ratings Services: BBB

Fitch Ratings: BBB

Trustee:

Joint Book-Running Managers:

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

Mizuho Securities USA Inc.

RBC Capital Markets, LLC

SMBC Nikko Securities America, Inc.

U.S. Bancorp Investments, Inc.

Co-Managers:

BNP Paribas Securities Corp.

BNY Mellon Capital Markets, LLC

Drexel Hamilton, LLC

Lebenthal & Co., LLC

Loop Capital Markets LLC

Samuel A. Ramirez & Company, Inc.

SG Americas Securities, LLC

TD Securities (USA) LLC

The Williams Capital Group, L.P.