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Ladies and Gentlemen:

This letter responds to comments 1, 2 and 10 received by CBS Corporation ("CBS," or the "Company") from the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") by letter dated August 22, 2018 (the "Comment Letter"), with respect to the Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on February 20, 2018 (the "10-K"), and with respect to the Form 10-Q for the period ended June 30, 2018, filed with the Commission on August 2, 2018 (the "10-Q").

For your convenience, each response is prefaced by the exact text of the Staff's comment in bold text.  All references to page numbers, captions and defined terms correspond to the 10-K or the 10-Q unless otherwise specified.

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NAI, through its direct and indirect ownership of the Company's Class A Common Stock, has voting control of the Company. At December 31, 2017, NAI directly or indirectly owned approximately 79.5% of the Company's voting Class A Common Stock, and approximately 10.2% of the Company's Class A Common Stock and non-voting Class B Common Stock on a combined basis. Mr. Sumner M. Redstone is the beneficial owner of the controlling interest in NAI and, accordingly, beneficially owns all such shares. Mr. Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of NAI, serves as Chairman Emeritus of the Company's Board of Directors, and Ms. Shari Redstone, the president and a director of NAI, serves as Vice Chair of the Company's Board of Directors. In addition, Mr. David R. Andelman is a director of NAI and was a director of the Company until his resignation, effective September 9, 2018 serves as a director of the Company. NAI is controlled by Mr. Redstone through the Sumner M. Redstone National Amusements Trust (the "SMR Trust"), which owns 80% of the voting interest of NAI, and such voting interest of NAI held by the SMR Trust is voted solely by Mr. Redstone until his incapacity or death. The SMR Trust provides that in the event of Mr. Redstone's death or incapacity, voting control of the NAI voting interest held by the SMR Trust will pass to seven trustees, who will include CBS Corporation directors Ms. Shari Redstone;  and Mr. David R. Andelman is currently and will continue to be a trustee as well. No member of the Company's management is a trustee of the SMR Trust.

NAI is in a position to control the outcome of corporate actions that require, or may be accomplished by, stockholder approval, including the amending the Company's bylaws, the election or removal of directors and transactions involving a change of control. For example, the Company's Amended and Restated Bylaws provide:

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that the affirmative vote of not less than a majority of the aggregate voting power of all outstanding shares of capital stock of the Company then entitled to vote generally in an election of directors, voting together as a single class, is required for the stockholders of the Company to amend, alter, change, repeal or adopt any bylaws of the Company;

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that any or all of the directors of the Company may be removed from office at any time prior to the expiration of his or her term of office, with or without cause, only by the affirmative vote of the holders of record of outstanding shares representing at least a majority of all the aggregate voting power of outstanding shares of stock of the Company then entitled to vote generally in the election of directors, voting together as a single class at a special meeting of stockholders called expressly for that purpose; and

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that, in accordance with the General Corporation Law of the State of Delaware, stockholders of the Company may act by written consent without a meeting if such stockholders hold the number of shares representing not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted.

Accordingly, Oother stockholders who may have different interests are unable to affect the outcome of any such the corporate actions of the Company for so long as NAI retains voting control.

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The Company respectfully advises the Staff that the Company's definitive proxy statement filed on April 6, 2018 discloses on page 4 that the Company's Corporate Governance Guidelines require that a majority of the members of the Company's Board of Directors must be independent as determined under the New York Stock Exchange ("NYSE") listing standards and the Corporate Governance Guidelines, and that all of the members of the Audit, Compensation and Nominating and Governance Committees must be independent as required by law and as determined under the NYSE listing standards.  The definitive proxy statement states on page 8 that in March of 2018, the Board determined that, consistent with the Corporate Governance Guidelines, a majority of the members of the Board, and all of the members of the Audit, Compensation and Nominating and Governance Committees, were independent.

Furthermore, we respectfully refer the Staff to the settlement and release agreement, dated September 9, 2018 (the "Settlement Agreement"), by and among the Company, NAI, NAI Entertainment Holdings LLC ("NAIEH"), Mr. Sumner M. Redstone, Ms. Shari E. Redstone, other members of the Redstone family and related parties, the other members of the Company's Board of Directors, the SMR Trust, each of the trustees of the SMR Trust, and certain other parties.  The Settlement Agreement is filed as an exhibit to and described in the Current Report on Form 8-K filed by the Company with the Commission on September 10, 2018.  As disclosed in the Settlement Agreement and in such description of the Settlement Agreement, NAI and NAIEH have agreed not to take any actions that would result in the Company's Board of Directors being comprised of less than a majority of directors who are both "independent" under the rules of the NYSE and the Commission and unaffiliated with NAI or NAIEH. Additionally, NAI and NAIEH have agreed not to take any actions that would result in either of the Compensation Committee or Nominating and Governance Committee of the Company's Board of Directors not being comprised entirely of independent directors not affiliated with NAI or NAIEH, or result in the Company availing itself of the "controlled company" exception under the NYSE's listing standards.

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NAI, Certain and Any Common Directors and Members of Management May Face Actual or Potential Conflicts of Interest

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The Company will also consider disclosing this provision in its description of the material terms of the Company's capital stock in applicable future filings.

 

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