Form S-4

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public: As promptly as practicable after the filing of this registration statement and other conditions to the commencement of the exchange offer described herein have been satisfied or, where permissible, waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accredited filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrant hereby amends the registration statement of which this prospectus forms a part on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the registration statement of which this prospectus forms a part shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement of which this prospectus forms a part shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus may change. CBS Corporation may not complete the exchange offer and the securities being registered may not be exchanged or distributed until the registration statement filed with the Securities and Exchange Commission of which this prospectus forms a part is effective. This prospectus is not an offer to sell or exchange these securities and CBS Corporation is not soliciting offers to buy or exchange these securities in any jurisdiction where the exchange offer or sale is not permitted.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 9, 2014 UNLESS THE EXCHANGE OFFER IS EXTENDED OR TERMINATED.

CBS Corporation (“CBS”) is offering to exchange (the “exchange offer”) up to 97,000,000 shares of CBS Outdoor Americas Inc. (“Outdoor Americas”) common stock, par value $0.01 per share (“Outdoor Americas common stock”), in the aggregate that are owned by CBS for outstanding shares of CBS Class B common stock, par value $0.001 per share (“CBS Class B common stock”), that are validly tendered and not validly withdrawn.

For each share of CBS Class B common stock that you tender in the exchange offer and do not validly withdraw, and that is accepted by CBS, you will receive a number of shares of Outdoor Americas common stock at a discount of 7%, subject to an upper limit of 2.1917 shares of Outdoor Americas common stock per share of CBS Class B common stock. Stated another way, for each $100 of your shares of CBS Class B common stock that are accepted in the exchange offer, you will receive approximately $107.53 of Outdoor Americas common stock, based on the average trading prices of Outdoor Americas common stock and CBS Class B common stock on the New York Stock Exchange (the “NYSE”) as described below, and subject to an upper limit of 2.1917 shares of Outdoor Americas common stock per share of CBS Class B common stock. The exchange offer does not provide for a lower limit or minimum exchange ratio. IF THE UPPER LIMIT IS IN EFFECT, YOU WILL RECEIVE LESS THAN $107.53 OF OUTDOOR AMERICAS COMMON STOCK FOR EACH $100 OF CBS CLASS B COMMON STOCK THAT YOU VALIDLY TENDER, AND YOU COULD RECEIVE MUCH LESS.

The average values of the CBS Class B common stock and the Outdoor Americas common stock will be determined by reference to the simple arithmetic average of the daily volume-weighted average prices (“VWAPs”) of CBS Class B common stock (the “Average CBS Price”) and Outdoor Americas common stock (the “Average Outdoor Americas Price”), respectively, on the NYSE during the three consecutive trading days ending on and including the expiration date of the exchange offer (the “Averaging Dates” and this three-day period, the “Averaging Period”), which are currently expected to be July 7, July 8 and July 9, 2014. The Averaging Period will not change, however, if the exchange offer is extended solely as a result of any extension triggered by the upper limit (as discussed below). See “The Exchange Offer—Terms of the Exchange Offer.”

CBS Class B common stock and Outdoor Americas common stock are listed on the NYSE under the symbols “CBS” and “CBSO,” respectively. The reported last sales prices of CBS Class B common stock and Outdoor Americas common stock on the NYSE on June 10, 2014 were $61.13 and $32.06 per share, respectively. The indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on June 10, 2014, based on the VWAPs of CBS Class B common stock and Outdoor Americas common stock on June 6, June 9 and June 10, 2014, would have provided for 2.0238 shares of Outdoor Americas common stock to be exchanged for every share of CBS Class B common stock accepted.

Subject to any voluntary extension by CBS of the exchange offer period, the final exchange ratio will be announced by 4:30 p.m., New York City time, on the expiration date of the exchange offer (currently expected to be July 9, 2014). At such time, the final exchange ratio will be available at www.cbscorpexchange.com and from the information agent, Georgeson Inc., at 480 Washington Boulevard, 26th Floor, Jersey City, New Jersey 07310 or by calling 1-888-624-7035 (toll-free for all stockholders in the United States) or +1-781-575-3340 (outside the United States). CBS will announce the final exchange ratio and whether the upper limit on the number of shares that can be received for each share of CBS Class B common stock tendered is in effect at the expiration of the exchange offer, through www.cbscorpexchange.com and by press release, no later than 4:30 p.m., New York City time, on the expiration date of the exchange offer (currently expected to be July 9, 2014). If the upper limit is in effect at that time, then the final exchange ratio will be fixed at the upper limit and the exchange offer will be automatically extended until 12:00 midnight, New York City time, on the second following trading day to permit stockholders to tender or withdraw their shares of CBS Class B common stock during those days. Commencing on the third day of the exchange offer, indicative exchange ratios (calculated in the manner described in this prospectus) will also be available on that website and from the information agent.

Following the full disposition by CBS of the Outdoor Americas common stock that CBS owns (the “separation”) which may occur pursuant to the exchange offer, Outdoor Americas intends to elect and qualify to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Assuming the completion of the exchange offer and that it is fully subscribed, Outdoor Americas intends to make an election to be taxed as a REIT for its taxable year beginning the day after the effective date of the separation and ending December 31, 2014. However, there can be no assurance that the separation will be consummated within such time frame. To assist Outdoor Americas in qualifying and maintaining its status as a REIT, among other purposes, its charter contains certain restrictions relating to the ownership and transfer of shares of Outdoor Americas stock, including a provision restricting stockholders from owning more than 9.8% in value or number of shares, whichever is more restrictive, of outstanding shares of Outdoor Americas common stock or more than 9.8% in value of the aggregate outstanding shares of all classes and series of Outdoor Americas stock without the prior consent of the board of directors of Outdoor Americas. See “Description of Capital Stock of Outdoor Americas—Restrictions on Ownership and Transfer.”

You should carefully read the terms and conditions of the exchange offer described in this prospectus. None of CBS, Outdoor Americas or any of their respective directors or officers or any of the dealer managers makes any recommendation as to whether you should tender all, some or none of your shares of CBS Class B common stock. You must make your own decision after reading this document and consulting with your advisors.

CBS’s obligation to exchange its shares of Outdoor Americas common stock for shares of CBS Class B common stock is subject to the conditions listed under “The Exchange Offer—Conditions to Completion of the Exchange Offer.”

See “Risk Factors” beginning on page 44 for a discussion of factors that you should consider in connection with the exchange offer.

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

This prospectus incorporates by reference important business and financial information about CBS from documents filed with the Securities and Exchange Commission (the “SEC”) that have not been included herein or delivered herewith. This information is available without charge at the website that the SEC maintains at http://www.sec.gov, as well as from other sources. See “Incorporation by Reference.” In addition, you may ask any questions about the exchange offer or request copies of the exchange offer documents and the other information incorporated by reference in this prospectus from CBS, without charge, upon written or oral request to the information agent, Georgeson Inc., at 480 Washington Boulevard, 26th Floor, Jersey City, New Jersey 07310 or by calling 1-888-624-7035 (toll-free for all stockholders in the United States) or +1-781-575-3340 (outside the United States). In order to receive timely delivery of those materials, you must make your requests no later than five business days before expiration of the exchange offer.

This prospectus is not an offer to sell or exchange and it is not a solicitation of an offer to buy any shares of CBS Class B common stock or Outdoor Americas common stock in any jurisdiction in which the offer, sale or exchange is not permitted. Non-U.S. stockholders should consult their advisors in considering whether they may participate in the exchange offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in CBS Class B common stock or Outdoor Americas common stock that may apply in their home countries. CBS, Outdoor Americas and the dealer managers cannot provide any assurance about whether such limitations exist.

As used in this prospectus, unless the context requires otherwise or unless otherwise expressly indicated, (i) references to “CBS” refer to CBS Corporation and its consolidated subsidiaries other than Outdoor Americas and its subsidiaries, (ii) references to “Outdoor Americas” refer to CBS Outdoor Americas Inc. and its consolidated subsidiaries and (iii) it is assumed that the exchange offer is fully subscribed and that all shares of Outdoor Americas common stock held by CBS are distributed through the exchange offer.

The SEC allows certain information to be “incorporated by reference” into this prospectus by CBS, which means that CBS can disclose important information to you by referring you to another document it has separately filed with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference the documents set forth below that CBS has previously filed with the SEC. These documents contain important information about CBS and its business, financial condition and results of operations:

All documents filed by CBS pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the date of this prospectus to the date that this offering is terminated or expires shall also be deemed to be incorporated into this prospectus by reference (except for any information therein which has been furnished rather than filed). Subsequent filings with the SEC will automatically modify and supersede the information in this prospectus.

Documents incorporated by reference are available without charge, upon written or oral request to the information agent, Georgeson Inc., at 480 Washington Boulevard, 26th Floor, Jersey City, New Jersey 07310 or by calling 1-888-624-7035 (toll-free for all stockholders in the United States) or +1-781-575-3340 (outside the United States). In order to receive timely delivery of those materials, you must make your requests no later than five business days before expiration of the exchange offer.

Each of CBS and Outdoor Americas files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy this information at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of this information by mail from the SEC at the above address, at prescribed rates. The SEC also maintains a website that contains reports, proxy statements and other information that each of CBS and Outdoor Americas files electronically with the SEC. The address of that website is http://www.sec.gov.

Outdoor Americas has filed a registration statement on Form S-4 under the Securities Act, of which this prospectus forms a part, to register with the SEC the offering to CBS stockholders of the shares of Outdoor Americas common stock to be exchanged in the exchange offer. CBS will file a Tender Offer Statement on Schedule TO with the SEC with respect to the exchange offer. This prospectus constitutes CBS’s offer to exchange, in addition to being a prospectus of Outdoor Americas. This prospectus does not contain all of the information set forth in the registration statement, the exhibits to the registration statement or the Schedule TO, selected portions of which are omitted from this prospectus in accordance with the rules and regulations of the SEC. For further information pertaining to CBS, Outdoor Americas and Outdoor Americas common stock,

reference is made to the registration statement and its exhibits. Statements contained in this prospectus or in any document incorporated herein by reference as to the contents of any contract or other document referred to within this prospectus or other documents that are incorporated herein by reference are not necessarily complete and, in each instance, reference is made to the copy of the applicable contract or other document filed as an exhibit to the registration statement or otherwise filed with the SEC. Each statement contained in this prospectus is qualified in its entirety by reference to the underlying documents.

QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER

CBS is offering to exchange up to 97,000,000 shares of Outdoor Americas common stock that are owned by CBS for outstanding shares of CBS Class B common stock that are validly tendered and not validly withdrawn. Following the completion of the exchange offer, assuming the exchange offer is fully subscribed, Outdoor Americas will be wholly independent from CBS, except that certain agreements between CBS and Outdoor Americas will remain in place. See “Agreements Between CBS and Outdoor Americas and Other Related Party Transactions—Agreements between CBS and Outdoor Americas Relating to the Exchange Offer or the Separation” and “Description of Capital Stock of Outdoor Americas.” If the exchange offer is consummated and not fully subscribed because less than all shares of Outdoor Americas common stock owned by CBS are exchanged, the remaining shares of Outdoor Americas common stock owned by CBS may be offered in one or more subsequent exchange offers and/or distributed on a pro rata basis to CBS stockholders whose shares of CBS Class B common stock remain outstanding after consummation of the exchange offer(s) (such distribution, together with the exchange offer(s), the “split-off”). The determination of whether, when and how to proceed with the separation is entirely within the discretion of CBS. Assuming the completion of the exchange offer and that it is fully subscribed, Outdoor Americas intends to make an election on its federal income tax return for its taxable year beginning the day after the separation and ending December 31, 2014 to be treated as a REIT (the “REIT election”), and Outdoor Americas, together with one or more of its subsidiaries, will jointly elect to treat such subsidiaries as “taxable REIT subsidiaries” (each, a “TRS” and such election, the “TRS election”) effective on the first day of its first taxable year as a REIT, as defined below. The following are answers to common questions about the exchange offer.

1.	*Why has CBS decided to separate Outdoor Americas from CBS through the exchange offer?*

CBS has decided to pursue the exchange offer in order to facilitate the separation of the Outdoor Americas out-of-home advertising business from CBS’s mass media business in a tax-efficient manner, thereby enhancing stockholder value and better positioning CBS to focus on its core businesses.

business and to pursue attractive acquisition and capital raising opportunities, (c) allow Outdoor Americas to qualify and be taxed as a REIT for U.S. federal income tax purposes and thereby generally not be subject to U.S. federal income tax on Outdoor Americas net taxable income that Outdoor Americas distributes to its stockholders and (d) enhance the capital markets efficiency of CBS stock by eliminating a non-core business which investors may not appropriately value when assessing CBS’s business operations.

2.	*Why did CBS choose an exchange offer as the way to separate Outdoor Americas from CBS?*

CBS believes that the split-off, including the exchange offer, is a tax-efficient way to divest its remaining interest in Outdoor Americas. The split-off, together with certain related transactions, is expected to qualify as a tax-free distribution for U.S. federal income tax purposes under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), and will thus give CBS’s stockholders an opportunity to adjust their current CBS investment between CBS and Outdoor Americas in a tax-free

manner for U.S. federal income tax purposes (except with respect to cash received in lieu of a fractional share).

CBS and Outdoor Americas also have different competitive strengths and operating strategies and operate in different industries. The exchange offer is an efficient means of placing Outdoor Americas common stock with holders of CBS Class B common stock who wish to directly own an interest in Outdoor Americas.

3.	*What is a REIT?*

Following the separation, Outdoor Americas intends to make the REIT election (and the TRS election), which (assuming the exchange offer is fully subscribed) is expected to be effective for its taxable year beginning the day after the effective date of the separation and ending December 31, 2014. However, the exchange offer may not be fully subscribed, and Outdoor Americas may cease to be a member of the CBS consolidated tax group prior to the effective date of the separation. In such circumstance, Outdoor Americas may make its REIT election (and the TRS election) effective as of the day after it ceases to be a member of the CBS consolidated tax group.

As a REIT, Outdoor Americas generally will not be subject to U.S. federal income tax on its REIT taxable income that it distributes to its stockholders. Outdoor Americas’ qualification to be taxed as a REIT will depend on its ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Code, relating to, among other things, the sources of its gross income, the composition and values of its assets, its distribution levels and the diversity of ownership of its shares. Outdoor Americas believes that it is organized in conformity with the requirements for qualification and taxation as a REIT under the Code and that its manner of operation enables it to meet the requirements for qualification and taxation as a REIT.

Following the REIT election, Outdoor Americas anticipates that distributions it makes to its stockholders generally will be taxable to its

stockholders as ordinary income, although a portion of the distributions may be designated by Outdoor Americas as qualified dividend income or capital gain dividends or may constitute a return of capital. For a more complete discussion of the U.S. federal income tax treatment of distributions to holders of Outdoor Americas common stock, see “Material U.S. Federal Income Tax Consequences of an Investment in Outdoor Americas Common Stock—Taxation of Stockholders—Taxation of Taxable U.S. Stockholders.”

4.	*What will I receive in connection with the Purging Distribution(s)?*

Outdoor Americas expects to pay the Purging Distribution(s) in a combination of cash and Outdoor Americas common stock. Assuming a ratio of Outdoor Americas equity value to CBS’s equity value of approximately 10%, Outdoor Americas currently estimates that the Purging Distribution(s) will total approximately $500 million, of which approximately 20%, or $100 million, will be paid in cash and approximately 80%, or $400 million, will be paid in shares of Outdoor Americas common stock. The actual amount of the Purging Distribution(s) will be calculated as of a future date and could be materially different from current estimates based on a number of factors, including (1) the relative equity values of

Outdoor Americas and CBS, (2) the timing of the split-off and (3) the financial performance of CBS, Outdoor Americas and their respective subsidiaries through the closing of the split-off. Accordingly, these estimates should not be relied upon as an indicator of what the actual cash portion and stock portion of the Purging Distribution(s) will be. Each percentage point change to the ratio of Outdoor Americas equity value to CBS’s equity value would result in a change to the estimated $500 million Purging Distribution(s) of approximately $50 million.

Following the final payment of the Purging Distribution(s) declared in its first REIT taxable year, if any, Outdoor Americas will pay to CBS, or CBS will pay to Outdoor Americas, as applicable, the difference between the actual cash portion of such Purging Distribution(s) and the current estimate of $100 million.

5.	*What are the main ways that the relationship between Outdoor Americas and CBS will change after the exchange offer is completed?*

Following the completion of the exchange offer, assuming the exchange offer is fully subscribed, Outdoor Americas will be wholly independent from CBS, except that certain agreements between CBS and Outdoor Americas will remain in place. See “Agreements Between CBS and Outdoor Americas and Other Related Party Transactions—Agreements between CBS and Outdoor Americas Relating to the Exchange Offer or the Separation” and “Description of Capital Stock of Outdoor Americas.”

6.	*Who will receive dividends on Outdoor Americas common stock declared prior to the completion of the exchange offer?*

On April 28, 2014, Outdoor Americas announced that its board of directors had authorized a quarterly cash dividend of $.37 per share on Outdoor Americas common stock, payable on June 30, 2014 to holders of record at the close of business on June 9, 2014.

Because the record date for this dividend precedes the expiration date of the exchange offer, holders of shares distributed in the

exchange offer will not participate in the second quarter dividend, but will have the right to participate in any dividends declared after completion of the exchange offer to the extent they hold the shares on the relevant record date.

7.	*Who may participate in the exchange offer and will it be extended outside the United States?*

Any U.S. holder of CBS Class B common stock during the exchange offer period, which will be at least 20 business days, may participate in the exchange offer, including directors and officers of CBS, Outdoor Americas and their respective subsidiaries. This includes shares held for the account of participants in the CBS 401(k) Plan and the Outdoor 401(k) Plan (collectively, the “Savings Plans”).

Although CBS will deliver this prospectus to its stockholders to the extent required by United States law, including stockholders located outside the United States, this prospectus is not an offer to sell or exchange and it is not a solicitation of an offer to buy any shares of CBS Class B common stock or Outdoor Americas common stock in any jurisdiction in which such offer, sale or exchange is not permitted.

Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. CBS has not taken any action under those non-U.S. regulations to facilitate a public offer to exchange CBS Class B common stock or Outdoor Americas common stock outside the United States but may take steps to facilitate such tenders. Therefore, the ability of any non-U.S. person to tender CBS Class B common stock in the exchange offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in the exchange offer without the need for CBS or Outdoor Americas to take any action to facilitate a public offering in that country or otherwise. For example, some countries exempt transactions from the rules governing public

offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.

All tendering stockholders must make certain representations in the letter of transmittal, including, in the case of non-U.S. stockholders, as to the availability of an exemption under their home country laws that would allow them to participate in the exchange offer without the need for CBS or Outdoor Americas to take any action to facilitate a public offering in that country or otherwise. CBS will rely on those representations and plans to accept shares tendered by persons who properly complete the letter of transmittal and provide any other required documentation on a timely basis and as otherwise described herein.

Participants in the Savings Plans should follow the special instructions that are being sent to them by the plan administrator. Such participants should not use the letter of transmittal to direct the tender of shares of CBS Class B common stock held in these plans. As described in the special instructions, such participants may direct the applicable plan trustee to tender all, some or none of the shares of CBS Class B common stock allocable to their Savings Plan accounts, subject to certain limitations set forth in any instructions provided by the plan administrator. To allow sufficient time for the tender of shares by the trustee of the applicable Savings Plan, tendering holders must provide the tabulator for the trustee of the applicable Savings Plan with the requisite instructions so that such instructions can be received by or processed before, as applicable, 1:00 p.m., New York City time, on July 3, 2014, unless the exchange offer is extended. If the exchange offer is extended, and if administratively feasible, the deadline for receipt of your direction may also be extended.

Stock Fund will be closed on July 25, 2014 and the Outdoor Americas common stock fund will be closed on September 26, 2014. To the extent that participants have any assets remaining in the funds after such dates, the assets will be liquidated over a period of up to four days and the proceeds will be transferred to such participants’ qualified default investment alternative which is the target retirement fund in the Outdoor 401(k) Plan with the target date closest to the year that such participant will reach age 65.

Holders who are participants in the CBS 401(k) Plan should note that CBS intends to remove the Outdoor Americas common stock fund from the CBS 401(k) Plan following the consummation of the exchange offer. The Outdoor Americas common stock fund will be closed on September 26, 2014. To the extent that participants have any assets remaining in the Outdoor Americas common stock fund after September 26, 2014, the assets will be liquidated over a period of up to four days and the proceeds will be transferred to such participants’ qualified default investment alternative which is the target retirement fund in the CBS 401(k) Plan with the target date closest to the year that such participant will reach age 65.

8.	*How many shares of Outdoor Americas common stock will I receive for my shares of CBS Class B common stock accepted in the exchange offer?*

7%, subject to an upper limit of 2.1917 shares of Outdoor Americas common stock per share of CBS Class B common stock. Stated another way, unless the upper limit is in effect, for each $100 of your CBS Class B common stock accepted in the exchange offer, you will receive approximately $107.53 of Outdoor Americas common stock based on the calculated per-share values determined by reference to the simple arithmetic average of the daily volume-weighted average prices (“VWAPs”) for CBS Class B common stock (the “Average CBS Price”) and Outdoor Americas common stock (the “Average Outdoor Americas Price”) on the NYSE during the three consecutive trading days ending on and including the expiration date of the exchange offer (the “Averaging Dates,” and this three-day period, the “Averaging Period”), which are expected to be July 7, July 8 and July 9, 2014.

Please note, however, that the number of shares you can receive is subject to an upper limit of 2.1917 shares of Outdoor Americas common stock for each share of CBS Class B common stock accepted in the exchange offer. If the upper limit is in effect, you will receive less than $107.53 of Outdoor Americas common stock for each $100 of CBS Class B common stock that you tender, based on the Average CBS Price and Average Outdoor Americas Price, and you could receive much less. The exchange offer does not provide for a lower limit or minimum exchange ratio. In addition, because the exchange offer is subject to proration, the number of shares of CBS Class B common stock that CBS accepts in the exchange offer may be less than the number of shares you tender.

No fractional shares of Outdoor Americas common stock will be distributed to tendering CBS stockholders in connection with the exchange offer. All such fractional shares resulting from the exchange offer will be aggregated and sold by the exchange agent, and the proceeds, if any, less any brokerage commissions or other fees, will be distributed to tendering CBS stockholders in accordance with their fractional interest in the aggregate number of shares sold.

CBS will announce the final exchange ratio and whether the upper limit on the number of shares that can be received for each share of CBS Class B common stock tendered is in effect at the expiration of the exchange offer, through www.cbscorpexchange.com and by press release, no later than 4:30 p.m., New York City time, on the expiration date of the exchange offer (currently expected to be July 9, 2014). If the upper limit is in effect at that time, then the final exchange ratio will be fixed at the upper limit and you will receive 2.1917 shares of Outdoor Americas common stock for each share of CBS Class B common stock accepted in the exchange offer, and the exchange offer will be extended until 12:00 midnight, New York City time, on the second following trading day to permit stockholders to tender or withdraw their shares of CBS Class B common stock during those days. Any changes in the prices of CBS Class B common stock or Outdoor Americas common stock on those additional days of the exchange offer period will not affect the final exchange ratio.

9.	*Why is there an upper limit on the number of shares of Outdoor Americas common stock I can receive for each share of CBS Class B common stock that I tender?*

The upper limit represents a 13% discount for shares of Outdoor Americas common stock based on the closing prices of shares of CBS Class B common stock and Outdoor Americas common stock on the NYSE on June 10, 2014 of $61.13 per share and $32.06 per share, respectively (the trading day immediately preceding the date of the commencement of the exchange offer). CBS set this upper limit to ensure that any unusual or unexpected decrease in the trading price of Outdoor Americas common stock, relative to the trading price of CBS Class B common stock during the exchange offer period, would not result in an unduly high number of shares of Outdoor Americas common stock being exchanged for each share of CBS Class B common stock accepted in the exchange offer.

10.

What will happen if the upper limit is in effect?

CBS will announce the final exchange ratio and whether the upper limit on the number of shares of Outdoor Americas common stock that can be received for each share of CBS Class B common stock tendered is in effect at the expiration of the exchange offer, through www.cbscorpexchange.com and by press release, no later than 4:30 p.m., New York City time, on the expiration date of the exchange offer (currently expected to be July 9, 2014). If the upper limit is in effect at that time, then the final exchange ratio will be fixed at the upper limit and you will receive
2.1917 shares of Outdoor Americas common stock for each share of CBS Class B common stock accepted in the exchange offer, and the exchange offer will be extended until 12:00 midnight, New York City time, on the second following trading day to permit stockholders to tender or withdraw their shares of CBS Class B common stock during those days. Any changes in the prices of the shares of CBS Class B common stock or Outdoor Americas common stock on those additional days of the exchange offer period will not affect the exchange ratio. If the upper limit is in effect, you will receive less than $107.53 of Outdoor Americas common stock for each $100 of CBS Class B common stock that you tender based on the Average CBS Price and Average Outdoor Americas Price, and you could receive much less.

11.

How are the Average CBS Price and the Average Outdoor Americas Price determined for purposes of calculating the number of shares of Outdoor Americas common stock to be received for each share of CBS Class B common stock accepted in the exchange offer?

The Average CBS Price and the Average Outdoor Americas Price for purposes of the exchange offer will equal the simple arithmetic average of the daily VWAPs of shares of CBS Class B common stock and Outdoor Americas common stock, respectively, on the NYSE during the Averaging Period. CBS will determine the simple arithmetic average of the VWAPs of each stock, and such determination will be final. The Averaging Period of the

exchange offer period currently is expected to be July 7, July 8 and July 9, 2014. If the upper limit is in effect, you will receive 2.1917 shares of Outdoor Americas common stock for each share of CBS Class B common stock accepted in the exchange offer, and the Average CBS Price and Average Outdoor Americas Price will no longer affect the exchange ratio.

12.

What is the daily volume-weighted average price or “VWAP”?

The daily VWAPs for shares of CBS Class B common stock or Outdoor Americas common stock, as the case may be, will be the volume-weighted average price per share of that stock on the NYSE during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on the NYSE), and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on the NYSE), except that such data will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. The daily VWAPs will be as reported by Bloomberg L.P. as displayed under the heading “Bloomberg VWAP” on the Bloomberg pages “CBS UN<Equity>AQR” with respect to CBS common Class B stock and “CBSO UN<Equity>AQR” with respect to Outdoor Americas common stock (or their equivalent successor pages if such pages are not available). The daily VWAPs obtained from Bloomberg L.P. may be different from other sources or investors’ or other security holders’ own calculations. CBS will determine the simple arithmetic average of the VWAPs of each stock in its sole discretion, and such determination will be final.

13.

How and when will I know the final exchange ratio?

release, no later than 4:30 p.m., New York City time, on the expiration date of the exchange offer (currently expected to be July 9, 2014). In addition, as described below, you may also contact the information agent to obtain indicative exchange ratios (prior to the time the final exchange ratio becomes available) and the final exchange ratio (after the time the final exchange ratio becomes available) at its toll-free number provided on the back cover of this prospectus.

14.

Will indicative exchange ratios be provided during the exchange offer period?

Yes. A website will be maintained at www.cbscorpexchange.com that will provide the daily VWAPs of both CBS Class B common stock and Outdoor Americas common stock during the exchange offer. You may also contact the information agent at its toll-free number provided on the back cover of this prospectus to obtain this information.

Prior to the Averaging Period, commencing on the third trading day of the exchange offer, the website will also provide indicative exchange ratios for each day that will be calculated based on the indicative calculated per-share values of CBS Class B common stock and Outdoor Americas common stock on each day, calculated as though that day were the expiration date of the exchange offer, by 4:30 p.m., New York City time. In other words, assuming that a given day is a trading day, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of CBS Class B common stock and Outdoor Americas common stock for that day and the immediately preceding two trading days. The indicative exchange ratio will also reflect whether the upper limit would have been in effect had such day been the expiration date of the exchange offer.

calculated as follows: (i) on the first day of the Averaging Period, the indicative exchange ratio will be calculated based on the actual intra-day VWAP during the elapsed portion of that first day of the Averaging Period, (ii) on the second day of the Averaging Period, the indicative exchange ratio will be calculated based on the VWAP for the first day of the Averaging Period averaged with the actual intra-day VWAP during the elapsed portion of that second day of the Averaging Period, and (iii) on the third day of the Averaging Period, the indicative exchange ratio will be calculated based on the VWAP for the first and second days of the Averaging Period averaged with the actual intra-day VWAP during the elapsed portion of that third day of the Averaging Period. During the Averaging Period, the indicative exchange ratios will be updated on the website at 10:30 a.m., 1:30 p.m. and 4:30 p.m., New York City time, with the final exchange ratio available by 4:30 p.m., New York City time, on the third day of the Averaging Period. The data used to derive the intra-day VWAP during the Averaging Period will reflect a 30-minute reporting and upload delay.

In addition, a table indicating the number of shares of Outdoor Americas common stock that you would receive per share of CBS Class B common stock, calculated on the basis described above and taking into account the upper limit, assuming a range of averages of the VWAPs of CBS Class B common stock and Outdoor Americas common stock on the last three trading days of the exchange offer period is provided herein for purposes of illustration. See “The Exchange Offer—Terms of the Exchange Offer—Final Exchange Ratio.”

15.

What if the trading market in either shares of CBS Class B common stock or Outdoor Americas common stock is disrupted on one or more days during the Averaging Period?

If a market disruption event (as defined below under “The Exchange Offer—Terms of the Exchange Offer—Final Exchange Ratio”) occurs with respect to shares of CBS Class B common stock or Outdoor Americas common

stock on any day during the Averaging Period, the simple arithmetic average stock price of CBS Class B common stock and Outdoor Americas common stock will be determined using the daily VWAPs of shares of Class B CBS Class B common stock and Outdoor Americas common stock on the preceding trading day or days, as the case may be, on which no market disruption event occurred. If, however, CBS decides to extend the exchange offer period following a market disruption event, the Averaging Period will be reset. If a market disruption event occurs, CBS may terminate the exchange offer if, in its reasonable judgment, the market disruption event has impaired the benefits of the exchange offer. See “The Exchange Offer—Conditions to Completion of the Exchange Offer.”

16.

Are there circumstances under which I would receive fewer shares of Outdoor

Americas common stock than I would have received if the exchange ratio were determined using the closing prices of the shares of CBS Class B common stock and Outdoor Americas common stock on the expiration date of the exchange offer?

Yes. For example, if the trading price of shares of CBS Class B common stock were to increase during the Averaging Period, the Average CBS Price would likely be lower than the closing price of shares of CBS Class B common stock on the expiration date of the exchange offer. As a result, you may receive fewer shares of Outdoor Americas common stock for each share of CBS Class B common stock than you would have if the Average CBS Price were calculated on the basis of the closing price of shares of CBS Class B common stock on the expiration date of the exchange offer. Similarly, if the trading price of Outdoor Americas common stock were to decrease during the Averaging Period, the Average Outdoor Americas Price would likely be higher than the closing price of shares of Outdoor Americas common stock on the expiration date of the exchange offer. This could also result in your receiving fewer shares of Outdoor Americas common stock for each

share of CBS Class B common stock than you would otherwise receive if the Average Outdoor Americas Price were calculated on the basis of the closing price of shares of Outdoor Americas common stock on the expiration date of the exchange offer.

In addition, if the upper limit is in effect at the expiration of the exchange offer and the exchange offer is automatically extended until 12:00 midnight, New York City time, on the second following trading day, then the number of shares you will receive in exchange for each share of CBS Class B common stock tendered will be fixed at the upper limit and any changes in the prices of CBS Class B common stock or Outdoor Americas common stock on those additional days of the exchange offer period will not affect the final exchange ratio.

17.

Will I receive any fractional shares of Outdoor Americas common stock in the exchange offer?

No. Fractional shares of Outdoor Americas common stock will not be distributed in the exchange offer. Instead, you will receive cash in lieu of a fractional share. The exchange agent, acting as agent for the CBS stockholders otherwise entitled to receive a fractional share of Outdoor Americas common stock, will aggregate all fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market for the accounts of those stockholders. The distribution of fractional share proceeds will take longer than the distribution of shares of Outdoor Americas common stock. As a result, stockholders will not receive fractional share proceeds at the same time they receive shares of Outdoor Americas common stock.

Holders who are tendering shares allocable to their Savings Plan accounts should note that their accounts do not hold fractional shares, given the unitized nature of the Savings Plans’ stock funds, and such holders should refer to the special instructions provided to them by their plan administrator for more information.

18.

Will all the shares of CBS Class B common stock that I tender be accepted in the exchange offer?

Not necessarily. The maximum number of shares of CBS Class B common stock that will be accepted if the exchange offer is completed will be equal to the number of shares of Outdoor Americas common stock held by CBS (i.e., 97,000,000) divided by the final exchange ratio (which will be subject to the upper limit). Depending on the number of shares of CBS Class B common stock validly tendered in the exchange offer and not validly withdrawn, and the Average CBS Price and Average Outdoor Americas Price, CBS may have to limit the number of shares of CBS Class B common stock that it accepts in the exchange offer through a proration process. Any proration of the number of shares accepted in the exchange offer will be determined on the basis of the proration mechanics described under “The Exchange Offer—Terms of the Exchange Offer—Proration; Odd-Lots.”

19.

Are there any conditions to CBS’s obligation to complete the exchange offer?

Yes. CBS is not required to complete the exchange offer unless the conditions described under “The Exchange Offer—Conditions to Completion of the Exchange Offer” are satisfied or, where permissible, waived before the expiration of the exchange offer. For example, CBS is not required to complete the exchange offer unless (i) at least 58,200,000 shares of Outdoor Americas common stock will be distributed in exchange for shares of CBS Class B common stock that are tendered in the exchange offer, (ii) CBS receives opinions of counsel with respect to certain requirements for tax-free treatment under Section 355 of the Code on which the IRS will not rule, to the effect that such requirements will be satisfied, and (iii) the private letter rulings from the Internal Revenue Service (“IRS”), regarding the split-off and certain issues relevant to Outdoor Americas’ qualification as a REIT, among other things, continue to be effective and valid. The minimum number of shares of CBS Class B

common stock that must be tendered in order for at least 58,200,000 shares of Outdoor Americas common stock to be distributed in the exchange offer is referred to as the “minimum amount.” CBS may waive any or all of the conditions to the exchange offer, subject to limited exceptions. Outdoor Americas has no right to waive any of the conditions to the exchange offer.

20.

How many shares of CBS Class B common stock will CBS acquire if the exchange offer is completed?

The number of shares of CBS Class B common stock that will be accepted if the exchange offer is completed will depend on the final exchange ratio and the number of shares of CBS Class B common stock validly tendered and not validly withdrawn. The maximum number of shares of CBS Class B common stock that will be accepted if the exchange offer is completed will be equal to the number of shares of Outdoor Americas common stock held by CBS (i.e., 97,000,000) divided by the final exchange ratio (which will be subject to the upper limit). For example, assuming that the final exchange ratio is 2.1917 (the upper limit for shares of Outdoor Americas common stock that could be exchanged for one share of CBS Class B common stock), then CBS would accept up to 44,257,882 shares of CBS Class B common stock.

21.

What happens if more than the minimum amount of shares are tendered, but not enough shares of CBS Class B common stock are tendered to allow CBS to exchange all of the shares of Outdoor Americas common stock it owns?

In that case, following the completion of the exchange offer, CBS will continue to hold shares of Outdoor Americas common stock not converted and distributed in the exchange offer. Depending on the number of shares tendered, CBS may be able to influence the outcome of certain corporate actions requiring stockholder approval so long as it owns a significant portion of Outdoor Americas common stock. In addition, if the exchange offer is not fully subscribed, and CBS continues to hold more

than 50% of the outstanding Outdoor Americas common stock, then Outdoor Americas will be considered a “controlled company” under NYSE rules. In such case, the typical independence requirements under the NYSE rules would not apply to Outdoor Americas.

If more than the minimum amount of shares of CBS Class B common stock are tendered, but not enough shares of CBS Class B common stock are tendered to allow CBS to exchange all of the shares of Outdoor Americas common stock that CBS owns, and if CBS chooses not to complete the separation by means of the split-off, it will not be able to rely on the IRS private letter ruling with respect to the qualification of the exchange offer as a tax-free distribution under Section 355 of the Code. In such circumstance, the exchange offer may be taxable. See “Material U.S. Federal Income Tax Consequences of the Split-Off—Undersubscription of the Exchange Offer and Non-Completion of the Split-Off” for more information regarding the disposition of some, but not all, of the Outdoor Americas stock owned by CBS.

22.

What happens if the exchange offer is oversubscribed and CBS is unable to fulfill all tenders of CBS Class B common stock at the exchange ratio?

In that case, all shares of CBS Class B common stock that are validly tendered and not validly withdrawn will generally be accepted for exchange on a pro rata basis in proportion to the

number of shares tendered, which is referred to as “proration.” Stockholders who directly or beneficially own “odd-lots” (less than 100 shares) of CBS Class B common stock and who validly tender all of their shares will not be subject to proration. For instance, if you directly or beneficially own 50 shares of CBS Class B common stock and tender all 50 shares, your odd-lot will not be subject to proration. If, however, you hold less than 100 shares of CBS Class B common stock, but do not tender all of your shares, you will be subject to proration to the same extent as holders of more than 100 shares if the exchange offer is oversubscribed. Direct or beneficial holders of 100 or more shares of CBS Class B common stock will be subject to proration.

Proration for each tendering stockholder will be based on the number of shares of CBS Class B common stock tendered by that stockholder in the exchange offer, and not on that stockholder’s aggregate ownership of CBS Class B common stock. Except as described in the following sentence, any shares of CBS Class B common stock not accepted for exchange as a result of proration will be returned to tendering stockholders.

CBS will announce its preliminary determination, if any, of the extent to which tenders will be prorated by press release by 9:00 a.m., New York City time, on the business day immediately following the expiration of the exchange offer. This preliminary determination is referred to as the “preliminary proration factor.” CBS will announce its final determination of the extent to which tenders will be prorated by press release promptly after this determination is made. This final determination is referred to as the “final proration factor.”

23.

How long will the exchange offer be open?

The period during which a holder is permitted to tender your shares of CBS Class B common stock in the exchange offer will expire at 12:00 midnight, New York City time, on the expiration date of the exchange offer (currently expected to be July 9, 2014), unless the exchange offer is extended or terminated. In

addition, if the upper limit is in effect at the expiration of the exchange offer, then the final exchange ratio will be fixed at the upper limit, and the exchange offer will be extended until 12:00 midnight, New York City time, on the second following trading day. CBS may extend the exchange offer in the circumstances described in “The Exchange Offer—Extension; Termination; Amendment.”

The period during which you are permitted to tender shares of CBS Class B common stock allocable to a Savings Plan may be different. To allow sufficient time for the tender of shares by the trustee of the applicable Savings Plan, tendering holders must provide the tabulator for the trustee of the applicable Savings Plan with the requisite instructions by 1:00 p.m., New York City time, on July 3, 2014, unless the exchange offer is extended. If the exchange offer is extended, and if administratively feasible, the deadline for receipt of your direction may also be extended.

24.

Under what circumstances can the exchange offer be extended by CBS?

CBS can extend the exchange offer at any time, in its sole discretion, regardless of whether any condition to the exchange offer has been satisfied or, where permissible, waived. If CBS extends the exchange offer, it must publicly announce the extension by press release at any time prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date of the exchange offer (currently expected to be July 9, 2014).

25.

How do I decide whether to participate in the exchange offer?

Whether you should participate in the exchange offer depends on many factors. You should carefully examine your specific financial position, plans and needs before you decide whether to participate, as well as the relative risks associated with an investment in Outdoor Americas and CBS.

In addition, you should consider all of the factors described in “Risk Factors.” None of

CBS, Outdoor Americas or any of their

respective directors or officers or any of the dealer managers or any other person makes any recommendation as to whether you should tender all, some or none of your shares of CBS Class B common stock. You must make your own decision after carefully reading this prospectus, and the documents incorporated by reference, and consulting with your advisors in light of your own particular circumstances. You are strongly encouraged to read this prospectus in its entirety, including any documents referred to herein, very carefully.

26.

How do I participate in the exchange offer?

The procedures you must follow to participate in the exchange offer will depend on whether your shares of CBS Class B common stock are registered directly in your name in CBS’s share register (“Direct Registration Shares”) or are held through a broker, dealer, commercial bank, trust company, custodian or similar institution or otherwise. For specific instructions about how to participate, see “The Exchange Offer—Procedures for Tendering.”

27.

Can I tender only a part of my CBS Class B common stock in the exchange offer?

Yes. You may tender all, some or none of your CBS Class B common stock.

28.

Can I participate in the exchange offer if I hold CBS Class A common stock?

CBS is only offering to exchange shares of Outdoor Americas common stock for outstanding shares of CBS Class B common stock that are validly tendered and not validly withdrawn. However, if you hold CBS Class A common stock, par value $0.001 per share (“CBS Class A common stock” and together with the CBS Class B common stock, “CBS common stock”), you can participate in the exchange offer, but only by either:

•

converting your shares of CBS Class A common stock into an equal number of shares of CBS Class B common stock in advance of the expiration of the exchange

offer and tendering such shares of CBS Class B common stock received upon conversion in advance of the expiration date; or

•

conditionally converting your shares of CBS Class A common stock into an equal number of shares of CBS Class B common stock pursuant to the procedures set forth herein by executing and delivering to the exchange agent for the exchange offer: (i) a conditional notice of conversion for all such shares of CBS Class A common stock submitted to be exchanged, accompanied by payment of documentary, stamp or similar issue or transfer taxes, if any; (ii) a letter of transmittal for CBS Class B common stock, properly complete and duly executed (including any signature guarantees that may be required) or, in the case of shares delivered by book-entry transfer through DTC, an agent’s message, in each case with respect to which the shares of CBS Class A common stock have been submitted for exchange, noting that shares of CBS Class A common stock will be converted to the extent the CBS Class B common stock is accepted for exchange in the exchange offer. To the extent shares of shares of CBS Class A common stock are not converted, the exchange agent will promptly return your payment of documentary, stamp or similar issue or transfer taxes, if any.

If you elect to convert all of your shares of CBS Class A common stock on a non-conditional basis, you may not withdraw such election of a completed conditional notice of conversion and your conversion will be effective immediately upon receipt by the exchange agent. You may withdraw your tender in the exchange offer of the shares of CBS Class B common stock issued upon conversion by following the procedures set forth herein. If you elected to conditionally convert your shares of CBS Class A common stock into shares of CBS Class B common stock to the extent the CBS Class B common stock is accepted for exchange in the exchange offer, you may withdraw your conditional notice of conversion by withdrawing your tender of

shares of CBS Class B common stock in the exchange offer, by following the procedures set forth herein.

Participants in the CBS 401(k) Plan that have assets in the CBS Class A Company Stock Fund and would like to participate in the exchange offer should follow the special instructions that are being sent to them by the plan administrator.

29.

Will holders of CBS stock options or restricted stock units (“RSUs”) have the opportunity to exchange their CBS stock options or RSUs for Outdoor Americas common stock in the exchange offer?

No, neither holders of vested or unvested stock options nor holders of RSUs (including performance-based restricted stock units (“PRSUs”) and time-based restricted stock units (“TRSUs”)) can tender the shares of CBS Class B common stock underlying such awards in the exchange offer. However, holders of vested and unexercised CBS stock options can exercise their vested stock options in accordance with the terms of the plans under which the options were issued and tender the shares of CBS Class B common stock received upon exercise in the exchange offer. The exercise of a CBS stock option cannot be revoked for any reason, including if the exchange offer is terminated for any reason or if shares of CBS Class B common stock received upon exercise are tendered and not accepted for exchange in the exchange offer. Additionally, if you hold shares of CBS Class B common stock as a result of the vesting and settlement of RSUs, these shares can be tendered in the exchange offer.

If you are a holder of vested and unexercised CBS stock options and wish to exercise such stock options and tender shares of CBS Class B common stock received upon exercise in the exchange offer, you should be certain to initiate such exercise generally no later than 4:00 p.m., New York City time, on the tenth trading day prior to the expiration of the exchange offer, such that the shares of CBS Class B common stock are received in your account in enough time to tender the shares in accordance with the instructions for tendering available from your broker or account administrator. In the event

that you choose to exercise such stock options and tender shares of CBS Class B common stock received in the exchange offer, you will be required to satisfy the exercise price and any applicable tax withholding amounts in cash.

There are tax consequences associated with the exercise of a stock option and individual tax circumstances may vary. You are urged to consult the prospectus provided to you in connection with your participation in the CBS Corporation 2004 Long-Term Management Incentive Plan (as amended and restated through May 25, 2006) and the CBS Corporation 2009 Long-Term Incentive Plan (as amended and restated May 23, 2013) and to consult your own tax advisor regarding the consequences to you of exercising your stock options. You are also urged to read carefully the discussion in “Material U.S. Federal Income Tax Consequences of the Split-Off” and to consult your own tax advisor regarding the consequences to you of the exchange offer.

30.

What do I do if I want to retain all of my CBS Class B common stock?

If you want to retain your CBS Class B common stock, you do not need to take any action in connection with the exchange offer.

31.

Will National Amusements, Inc. participate in the exchange offer?

National Amusements, Inc. (“National Amusements”), the controlling stockholder of CBS, has advised CBS that it does not intend to participate in the exchange offer. As of May 26, 2014, National Amusements beneficially owned shares of CBS Class A common stock representing approximately 79.7% of the voting power of all classes of CBS stock.

32.

Will I be able to withdraw the shares of CBS Class B common stock that I tender in the exchange offer?

Yes. You may withdraw shares tendered at any time before the exchange offer expires. See “The Exchange Offer—Procedures for Tendering—Withdrawal Rights.” If you change

your mind again before the expiration of the exchange offer, you can re-tender your CBS Class B common stock by following the tender procedures again.

If you hold your shares through the CBS 401(k) Plan or the Outdoor 401(k) Plan, you may withdraw or change your previously submitted instructions to the trustee by issuing a new instruction to the trustee which will cancel any prior instruction. Any new instructions must be received by the tabulator for the trustee of the applicable Savings Plan on your behalf before 1:00 p.m., New York City time, on July 3, 2014. If the exchange offer is extended, and if administratively feasible, the deadline for receipt of instructions to withdraw or change your previously submitted instructions may also be extended.

33.

Will I be able to withdraw the shares of CBS Class B common stock that I tender in the exchange offer before and after the final exchange ratio has been determined?

Yes. The final exchange ratio used to determine the number of shares of Outdoor Americas common stock that you will receive for each share of CBS Class B common stock accepted in the exchange offer will be announced by 4:30 p.m., New York City time, on the expiration date of the exchange offer. The expiration date of the exchange offer (currently expected to be July 9, 2014) may be extended or the exchange offer may be terminated. You have a right to withdraw shares of CBS Class B common stock you have tendered at any time before 12:00 midnight, New York City time, on the expiration date of the exchange offer. See “The Exchange Offer—Procedures for Tendering—Withdrawal Rights.”

If you are a registered holder of CBS Class B common stock (i.e., you hold Direct Registration Shares), you must provide a written notice of withdrawal or facsimile transmission notice of withdrawal to the exchange agent before 12:00 midnight, New York City time, on the expiration date of the exchange offer. The information that must be included in that notice is specified under “The Exchange Offer—Procedures for Tendering—Withdrawal Rights.”

If you hold your shares through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should consult with that institution on the procedures with which you must comply and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal or facsimile notice of withdrawal to the exchange agent on your behalf before 12:00 midnight, New York City time, on the expiration date of the exchange offer. If you hold your shares through such an institution, that institution must deliver the notice of withdrawal with respect to any shares you wish to withdraw. In such a case, as a beneficial owner and not a registered stockholder, you will not be able to provide a notice of withdrawal for such shares directly to the exchange agent. The Depository Trust Company (“DTC”) is expected to remain open until 5:00 p.m., New York City time, and institutions may be able to process withdrawals through DTC during that time (although there is no assurance that will be the case). Once DTC has closed, if you beneficially own shares that were previously delivered through DTC, then, in order to withdraw your shares, the institution through which your shares are held must deliver a written notice of withdrawal or facsimile transmission notice of withdrawal to the exchange agent prior to 12:00 midnight, New York City time, on the expiration date of the exchange offer. Such notice of withdrawal must be in the form of DTC’s notice of withdrawal. Shares can be withdrawn only if the exchange agent receives a withdrawal notice directly from the relevant institution that tendered the shares through DTC. On the last day of the exchange offer, beneficial owners who cannot contact the institution through which they hold their shares will not be able to withdraw their shares.

In addition, if the upper limit is in effect at the expiration of the exchange offer, then the final exchange ratio will be fixed at the upper limit, and the exchange offer will be extended until 12:00 midnight, New York City time, on the second following trading day to permit stockholders to tender or withdraw their shares of CBS Class B common stock during those days, either directly or by acting through a

broker, dealer, commercial bank, trust company, custodian or similar institution on their behalf.

34.

How soon will I receive delivery of my Outdoor Americas common stock once I have tendered my CBS Class B common stock?

Assuming the shares of CBS Class B common stock tendered in the exchange offer have been accepted for exchange, the exchange agent will cause shares of Outdoor Americas common stock to be credited to you in book-entry form promptly after the expiration of the exchange offer. See “The Exchange Offer—Delivery of Outdoor Americas Common Stock; Book-Entry Accounts.”

35.

What are the U.S. federal income tax consequences of the exchange offer to holders of CBS Class B common stock who exchange CBS Class B common stock for Outdoor Americas common stock?

CBS has received a private letter ruling from the IRS to the effect that the split-off, together with certain related transactions, will qualify as a tax-free distribution under Section 355 of the Code. CBS expects to receive certain opinions from its tax advisors with respect to certain requirements for tax-free treatment under Section 355 of the Code on which the IRS will not rule, to the effect that such requirements will be satisfied. If CBS effects the separation by means of the split-off, based on the foregoing private letter ruling from the IRS, together with the tax opinions, for U.S. federal income tax purposes, a holder of CBS Class B common stock participating in the exchange offer will not recognize any gain or loss, and no amount will be included in the income of such holder, upon the receipt of Outdoor Americas common stock pursuant to the exchange offer. A holder of CBS Class B common stock generally will recognize capital gain or loss with respect to cash received in lieu of fractional shares of Outdoor Americas common stock. If more than the minimum amount of shares of CBS Class B common stock are tendered, but not enough shares of CBS Class B common stock are tendered to allow CBS to exchange all of the shares of Outdoor

Americas common stock that CBS owns, and if CBS chooses not to complete the separation by means of the split-off, it will not be able to rely on the IRS private letter ruling with respect to the qualification of the exchange offer as a tax-free distribution under Section 355 of the Code. In such circumstance, the exchange offer may be taxable. See “Material U.S. Federal Income Tax Consequences of the Split-Off—Undersubscription of the Exchange Offer and Non-Completion of the Split-Off” for more information regarding the disposition of some, but not all, of the Outdoor Americas stock owned by CBS.

Please see “Risk Factors—Risks Related to the Exchange Offer—If the split-off, including the exchange offer, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, CBS, Outdoor Americas, and CBS stockholders could be subject to significant tax liabilities and, in certain circumstances, Outdoor Americas could be required to indemnify CBS for material taxes pursuant to indemnification obligations under the tax matters agreement.” See “Material U.S. Federal Income Tax Consequences of the Split-Off” for more information regarding the private letter ruling, the tax opinions and the potential tax consequences of the exchange offer. Holders of CBS Class B common stock should consult their own tax advisors as to the particular tax consequences of the exchange offer to them, including the applicability and effect of any U.S. federal, state and local tax laws, as well as foreign tax laws, which may result in the exchange offer being taxable to them.

36.

Are there any appraisal rights for holders of CBS or Outdoor Americas common stock?

No, there are no appraisal rights available to CBS stockholders or Outdoor Americas stockholders in connection with the exchange offer.

37.

What is the accounting treatment of the exchange offer?

The shares of CBS Class B common stock acquired by CBS in the exchange offer will be recorded as treasury stock at a cost equal to the market value of the shares of CBS Class B common stock accepted in the exchange offer. The excess of the market value of CBS Class B common stock acquired over CBS’s carrying value of Outdoor Americas will be recognized by CBS as a gain on disposal of discontinued operations net of any direct and incremental expenses of the exchange offer.

Assuming the completion of the exchange offer and that it is fully subscribed, Outdoor Americas’ historical results will be shown, in CBS’s financial statements, as a discontinued operation, and in periods subsequent to the completion of the exchange offer, CBS’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Outdoor Americas.

38.

What will CBS do with the shares of CBS Class B common stock it acquires in the exchange offer?

CBS Class B common stock acquired by CBS in the exchange offer will be held as treasury stock unless and until retired or used for other purposes.

39.

What is the impact of the exchange offer on the number of CBS shares outstanding?

Any CBS Class B common stock acquired by CBS in the exchange offer will reduce the total number of CBS shares outstanding, although CBS’s actual number of shares outstanding on a given date reflects a variety of factors, including vesting of RSUs, exercises of stock options and purchases of shares by CBS pursuant to its share repurchase program.

40.

Do the statements on the cover page regarding this prospectus being subject to change and the registration statement filed with the SEC not yet being effective mean that the exchange offer has not commenced?

As permitted under SEC rules, CBS has commenced the exchange offer without the registration statement, of which this prospectus forms a part, having been declared effective by the SEC. CBS cannot, however, complete the exchange offer and accept for exchange any shares of CBS Class B common stock tendered in the exchange offer until the registration statement is declared effective by the SEC and the other conditions to the exchange offer have been satisfied or, where permissible, waived.

41.

Where can I find out more information about CBS and Outdoor Americas?

You can find out more information about CBS and Outdoor Americas by reading this prospectus and, with respect to CBS, from various sources described in “Incorporation by Reference.”

42.

Whom should I call if I have questions about the exchange offer or want copies of additional documents?

You may ask any questions about the exchange offer or request copies of the exchange offer documents and the other information incorporated by reference in this prospectus, without charge, from the information agent, Georgeson Inc., at 480 Washington Boulevard, 26th Floor, Jersey City, New Jersey 07310 or by calling 1-888-624-7035 (toll-free for all stockholders in the United States) or +1-781-575-3340 (outside the United States).

SUMMARY

This summary does not contain all of the information that may be important to you. You should carefully read this entire prospectus and the other documents to which it refers to understand the exchange offer. See “Incorporation by Reference.”

The Companies

CBS Corporation

51 West 52nd Street

New York, New York 10019

(212) 975-4321

CBS Corporation, a Delaware corporation, is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. CBS has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the United States and one of the world’s largest libraries of entertainment content, making its brand—“the Eye”—one of the most recognized in business. CBS’s operations span virtually every field of media and entertainment, including cable, publishing, radio, local TV, film, outdoor advertising, and interactive and socially responsible media. CBS’s businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), Showtime Networks, CBS Sports Network, TVGN (a joint venture between CBS Corporation and Lionsgate), Smithsonian Networks, Simon & Schuster, CBS Television Stations, CBS Radio, CBS Television Studios, CBS Global Distribution Group (CBS Studios International and CBS Television Distribution), CBS Interactive, CBS Consumer Products, CBS Home Entertainment, CBS Films and CBS EcoMedia and, until the separation, Outdoor Americas.

CBS Outdoor Americas Inc.

405 Lexington Avenue, 17th Floor

New York, NY 10174

(212) 297-6400

CBS Outdoor Americas Inc., a Maryland corporation, is one of the largest lessors of advertising space on out-of-home advertising structures and sites across the United States, Canada and Latin America. Its

portfolio primarily consists of billboard displays that are predominantly located in densely populated major metropolitan areas and along high-traffic expressways and major commuting routes. In addition, it has a number of exclusive multi-year contracts that allow it to operate advertising displays in municipal transit systems where customers are able to reach millions of commuters on a daily basis. Outdoor Americas has displays in all of the 25 largest markets in the United States and over 180 markets in the United States, Canada and Latin America, including in some of the most heavily trafficked locations, such as the Bay Bridge in San Francisco, Sunset Boulevard in Los Angeles and Grand Central Station and Times Square in New York City.

The Exchange Offer

Terms of the Exchange Offer

CBS is offering to exchange up to 97,000,000 shares of Outdoor Americas common stock in the aggregate that are owned by CBS for outstanding shares of CBS Class B common stock that are validly tendered and not validly withdrawn. You may tender all, some or none of your shares of CBS Class B common stock.

Shares of CBS Class B common stock that are validly tendered and not validly withdrawn will be accepted for exchange at the final exchange ratio, on the terms and conditions of the exchange offer and subject to the limits described below, including the proration provisions. Shares of CBS Class B common stock not accepted for exchange will remain in book-entry form in the holder’s name promptly following the expiration or termination of the exchange offer, as applicable.

common stock per share of CBS Class B common stock. Stated another way, unless the upper limit is in effect, for each $100 of your CBS Class B common stock accepted in the exchange offer, you will receive approximately $107.53 of Outdoor Americas common stock based on the calculated per share values determined by reference to the simple arithmetic average of the Average CBS Price and Average Outdoor Americas Price on the NYSE during the Averaging Period, which are expected to be July 7, July 8 and July 9, 2014. Please note, however, that the number of shares you can receive is subject to an upper limit of 2.1917 shares of Outdoor Americas common stock for each share of CBS Class B common stock accepted in the exchange offer. If the upper limit is in effect, you will receive less than $107.53 of Outdoor Americas common stock for each $100 of CBS Class B common stock that you tender, based on the Average CBS Price and Average Outdoor Americas Price, and you could receive much less. The exchange offer does not provide for a lower limit or minimum exchange ratio. In addition, because the exchange offer is subject to proration, the number of shares of CBS Class B common stock that CBS accepts in the exchange offer may be less than the number of shares you tender.

Extension; Amendment; Termination

The exchange offer, and your withdrawal rights, will expire at 12:00 midnight, New York City time, on July 9, 2014, unless the exchange offer is extended or terminated. You must validly tender your shares of

CBS Class B common stock before this time if you want to participate in the exchange offer. CBS may extend, amend or terminate the exchange offer as described in this prospectus.

Automatic Extension

If the upper limit on the number of shares of Outdoor Americas common stock that can be received for each share of CBS Class B common stock tendered is in effect at the expiration of the exchange offer, then the final exchange ratio will be fixed at the upper limit and the exchange offer will be extended until 12:00 midnight, New York City time, on the second following trading day to permit stockholders to

tender or withdraw their shares of CBS Class B common stock during those days.

Conditions to Completion of the Exchange Offer

The exchange offer is subject to various conditions, including that (i) at least 58,200,000 shares of Outdoor Americas common stock will be distributed in exchange for shares of CBS Class B common stock that are tendered in the exchange offer, (ii) CBS receives opinions of counsel with respect to certain requirements for tax-free treatment under Section 355 of the Code on which the IRS will not rule, to the effect that such requirements will be satisfied, and (iii) the private letter rulings from the IRS regarding the split-off and certain issues relevant to Outdoor Americas’ qualification as a REIT, among other things, continue to be effective and valid. All conditions to the completion of the exchange offer must be satisfied or, where permissible, waived by CBS before the expiration of the exchange offer. CBS may waive any or all of the conditions to the exchange offer, subject to limited exceptions. See “The Exchange Offer—Conditions to Completion of the Exchange Offer.”

Proration; Odd-Lots

If, upon the expiration of the exchange offer, CBS stockholders have validly tendered more shares of CBS Class B common stock than CBS is able to accept for exchange, CBS will accept for exchange the shares of CBS Class B common stock validly tendered and not validly withdrawn by each tendering stockholder on a pro rata basis, based on the proportion that the total number of shares of CBS Class B common stock to be accepted for exchange bears to the total number of shares of CBS Class B common stock validly tendered and not validly withdrawn (rounded to the nearest whole number of shares of CBS Class B common stock, and subject to any adjustment necessary to ensure the exchange of all shares of Outdoor Americas common stock owned by CBS), except for tenders of odd-lots, as described below.

Except as otherwise provided in this Prospectus, direct or beneficial holders of less than 100 shares of CBS Class B common stock who validly tender all of their shares will not be subject to proration if the exchange offer is oversubscribed. Direct or beneficial

holders of more than 100 shares of CBS Class B common stock, and those who own less than 100 shares but do not tender all of their shares, will be subject to proration. In addition, shares held on behalf of participants in the Savings Plans (each of which plans holds more than 100 shares of CBS Class B common stock) will be subject to proration.

CBS will announce the preliminary proration factor, if any, by press release by 9:00 a.m., New York City time, on the business day following the expiration date of the exchange offer (which expiration date is currently expected to be July 9, 2014). Upon determining the number of shares of CBS Class B common stock validly tendered for exchange, CBS will announce the final results, including the final proration factor, if any.

Fractional Shares

Fractional shares of Outdoor Americas common stock will not be distributed in the exchange offer. The exchange agent, acting as agent for the tendering CBS stockholders, will aggregate any fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market. You will receive the proceeds, if any, less any brokerage commissions or other fees, from the sale of these shares in accordance with your fractional interest in the aggregate number of shares sold. The distribution of fractional share proceeds will take longer than the distribution of shares of Outdoor Americas common stock. As a result, stockholders will not receive fractional share proceeds at the same time they receive shares of Outdoor Americas common stock.

Procedures for Tendering

The procedures you must follow to participate in the exchange offer will depend on how you hold your shares of CBS Class B common stock. For you to validly tender your shares of CBS Class B common

stock pursuant to the exchange offer, before the expiration of the exchange offer, you will need to take the following steps:

•

If you hold Direct Registration Shares, you must deliver to the exchange agent at the appropriate address listed in the letter of transmittal a properly completed and duly executed letter of transmittal, together with any required signature guarantees and any other required documents;

•

If you hold shares of CBS Class B common stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should receive instructions from that institution on how to participate in the exchange offer. In this situation, do not complete the letter of transmittal. Please contact the institution through which you hold your shares directly if you have not yet received instructions. Some financial institutions may effect tenders by book-entry transfer through DTC;

•

If you wish to tender your shares of CBS Class B common stock but the procedure for book-entry transfer cannot be completed on a timely

basis, you must follow the procedures for guaranteed delivery described under “The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures.”

Delivery of Shares of Outdoor Americas Common Stock

Assuming the shares of CBS Class B common stock tendered in the exchange offer have been accepted for exchange, the exchange agent will cause shares of Outdoor Americas common stock to be credited in book-entry form to direct registered accounts maintained by Outdoor Americas’ transfer agent for the benefit of the respective holders (or, in the case of shares tendered through DTC, to the account of DTC so that DTC can credit the relevant DTC participant and such participant can credit its respective account holders) promptly after the expiration of the exchange offer. Certificates representing Outdoor Americas common stock will not be issued pursuant to the exchange offer.

Withdrawal Rights

You may withdraw your tendered shares of CBS Class B common stock at any time before the expiration of the exchange offer (currently expected to be July 9, 2014). If you change your mind again before the expiration of the exchange offer, you may re-tender your shares of CBS Class B common stock by again following the completion of the exchange offer procedures.

In order to withdraw your shares, you must provide a written notice or facsimile transmission notice of withdrawal to the exchange agent. The information that must be included in that notice is specified under “The Exchange Offer—Procedures for Tendering—Withdrawal Rights.”

instructions to withdraw or change your previously submitted instructions may also be extended.

CBS Class A Common Stock

•

converting your shares of CBS Class A common stock into an equal number of shares of CBS Class B common stock in advance of the expiration of the Exchange Offer and tendering such shares of CBS Class B common stock received upon conversion in advance of the expiration date; or

•

duly executed (including any signature guarantees that may be required) or, in the case of shares delivered by book-entry transfer through DTC, an agent’s message, in each case with respect to which the shares of CBS Class A common stock that have been submitted for exchange, noting that shares of CBS Class A common stock will be converted to the extent the CBS Class B common stock is accepted for exchange in the exchange offer. To the extent shares of shares of CBS Class A common stock are not converted, the exchange agent will promptly return your payment of documentary, stamp or similar issue or transfer taxes, if any.

No Appraisal Rights

No appraisal rights are available to CBS stockholders or Outdoor Americas stockholders in connection with the exchange offer.

Legal and Other Limitations; Certain Matters Relating to Non-U.S. Jurisdictions

Except as described elsewhere in this prospectus, CBS is not aware of any jurisdiction where the

making of the exchange offer or its acceptance would not be legal. If CBS learns of any jurisdiction where making the exchange offer or its acceptance would not be permitted, CBS intends to make a good faith effort to comply with the relevant law in order to enable such offer and acceptance to be permitted.

If, after such good faith effort, CBS cannot comply with such law, CBS will determine whether the exchange offer will be made and whether tenders will be accepted from or on behalf of, persons who are holders of shares of CBS Class B common stock residing in any such jurisdiction.

Although CBS will deliver this prospectus to its stockholders to the extent required by United States law, including to stockholders located outside the United States, this prospectus is not an offer to sell or exchange and it is not a solicitation of an offer to buy any shares of CBS Class B common stock or Outdoor Americas common stock in any jurisdiction in which such offer, sale or exchange is not permitted. Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. CBS has not taken any action under those non-U.S. regulations to facilitate a public offer to exchange CBS Class B common stock or Outdoor Americas common stock outside the United States but may take steps to facilitate such tenders. Therefore, the ability of any non-U.S. person to tender CBS Class B common stock in the exchange offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in the exchange offer without the need for CBS or Outdoor Americas to take any action to facilitate a public offering in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.

All tendering stockholders must make certain representations in the letter of transmittal, including, in the case of non-U.S. stockholders, as to the availability of an exemption under their home

country laws that would allow them to participate without the need for CBS or Outdoor Americas to take any action to facilitate a public offering in that country or otherwise. CBS will rely on those representations and, unless the exchange offer is terminated, plans to accept shares tendered by persons who properly complete the letter of transmittal and provide any other required documentation on a timely basis and as otherwise described herein.

Non-U.S. stockholders should consult their advisors in considering whether they may participate in the exchange offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in CBS Class B common stock or Outdoor Americas common stock that may apply in their home countries. CBS, Outdoor Americas and the dealer managers cannot provide any assurances about whether such limitations may exist. See “The Exchange Offer—Legal and Other Limitations; Certain Matters Relating to Non-U.S. Jurisdictions” for additional information about limitations on the exchange offer outside the United States.

The Separation

CBS has informed Outdoor Americas that it currently intends to dispose of all of the shares of Outdoor Americas common stock that it owns by means of a tax-free split-off, pursuant to which CBS is undertaking the exchange offer. In order to effect the separation by means of the split-off, if the exchange offer is consummated and not fully subscribed because less than all shares of Outdoor Americas common stock owned by CBS are exchanged, the remaining shares of Outdoor Americas common stock owned by CBS may be offered in one or more subsequent exchange offers and/or distributed on a pro rata basis to CBS stockholders whose shares of CBS Class B common stock remain outstanding after consummation of the exchange offer(s). The determination of whether, when and how to proceed with the separation is entirely within the discretion of CBS.

If more than the minimum amount of shares of CBS Class B common stock are tendered, but not enough shares of CBS Class B common stock are tendered to

allow CBS to exchange all of the shares of Outdoor Americas common stock that CBS owns, and if CBS chooses not to complete the separation by means of the split-off, it will not be able to rely on the IRS private letter ruling with respect to the qualification of the exchange offer as a tax-free distribution under Section 355 of the Code. In such circumstance, the exchange offer may be taxable. See “Material U.S. Federal Income Tax Consequences of the Split-Off—Undersubscription of the Exchange Offer and Non-Completion of the Split-Off” for more information regarding the disposition of some, but not all, of the Outdoor Americas stock owned by CBS.

The separation will separate the Outdoor Americas out-of-home advertising business from CBS’s mass media business. In January 2014, CBS completed certain reorganization transactions (the “reorganization transactions”), resulting in the entities comprising CBS’s Outdoor Americas operating segment being consolidated under Outdoor Americas and the issuance by Outdoor Americas of shares of Outdoor Americas common stock to its parent, an indirect wholly owned subsidiary of CBS, upon which Outdoor Americas became an indirect wholly owned subsidiary of CBS. See “The Transaction—Background of the Exchange Offer—Separation.”

The actual amount of the Purging Distribution(s) will be calculated as of a future date and could be materially different from current estimates based on a number of factors, including (1) the relative equity values of Outdoor Americas and CBS, (2) the timing of the split-off and (3) the financial performance of CBS, Outdoor Americas and their respective subsidiaries through the closing of the split-off. Accordingly, these estimates should not be relied upon as an indicator of what the actual cash portion and stock portion of the Purging Distribution(s) will be. Each percentage point change to the ratio of Outdoor Americas equity value to CBS’s equity value would result in a change to the estimated $500 million Purging Distribution(s) of approximately $50 million.

REIT Status

Outdoor Americas is, and until CBS ceases to own at least 80% of outstanding Outdoor Americas common stock, Outdoor Americas will remain, a member of CBS’s consolidated tax group for U.S. federal income tax purposes and will be taxable as a regular domestic C corporation for U.S. federal income tax purposes. Assuming the completion of the exchange offer and that it is fully subscribed, Outdoor Americas expects to make the REIT election and the TRS election for its taxable year beginning the day after the separation and ending December 31, 2014. However, there can be no assurance that the separation will be consummated within such time frame.

maintain REIT status, Outdoor Americas must annually distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gains.

Outdoor Americas believes that it is organized in conformity with the requirements for qualification and taxation as a REIT under the Code and that its manner of operation will enable it to meet the requirements for qualification and taxation as a REIT. Upon completion of this exchange offer, CBS may continue to own over 9.8% of outstanding Outdoor Americas common stock. Outdoor Americas’ board of directors has granted CBS and certain of its affiliates a waiver of the ownership restrictions contained in its charter, subject to initial and ongoing conditions designed to protect its status as a REIT. CBS has received a private letter ruling from the IRS with respect to certain issues relevant to Outdoor Americas’ qualification to be taxed as a REIT.

So long as it qualifies to be taxed as a REIT, Outdoor Americas generally will not be subject to U.S. federal income tax on its net REIT taxable income that it distributes to its stockholders. If Outdoor Americas fails to qualify to be taxed as a REIT in any taxable year and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal income tax at regular corporate rates and will be precluded from re-electing to be taxed as a REIT for the subsequent four taxable years following the year during which it loses its REIT qualification. Even if Outdoor Americas qualifies for taxation as a REIT, it may be subject to certain U.S. federal, state and local taxes on its income or property, and the income of its TRSs will be subject to taxation at regular corporate rates.

Restrictions on Ownership and Transfer of Outdoor Americas Common Stock

To assist Outdoor Americas in complying with the limitations on the concentration of ownership of REIT stock imposed by the Code beginning in its second REIT tax year, among other purposes, its charter generally prohibits, among other prohibitions, any stockholder from beneficially or constructively owning more than 9.8% in value or in number, whichever is

more restrictive, of the outstanding shares of Outdoor Americas common stock, or 9.8% in value of the aggregate outstanding shares of all classes and series of Outdoor Americas stock. A person that did not acquire more than 9.8% of outstanding Outdoor Americas stock may nonetheless become subject to these charter restrictions in certain circumstances, including if repurchases by Outdoor Americas cause such person’s holdings to exceed the limitations described above. Outdoor Americas’ charter, however, permits exceptions to these restrictions to be made for specific stockholders, as determined in the sole discretion of its board of directors provided that such exceptions will not jeopardize its tax status as a REIT. Outdoor Americas’ board of directors has granted CBS and certain of its affiliates exemptions from the ownership limitations applicable to other holders of outstanding Outdoor Americas common stock, subject to certain initial and ongoing conditions designed to protect its status as a REIT. A transfer of shares of Outdoor Americas stock in violation of the limitations may be void under certain circumstances. See “Description of Capital Stock of Outdoor Americas—Restrictions on Ownership and Transfer.”

These ownership limitations could delay or prevent a transaction or a change in control of Outdoor Americas that might involve a premium price for shares of Outdoor Americas common stock or otherwise be in the best interests of Outdoor Americas stockholders. For more information on the potential effect of these ownership limitations, please read “Risk Factors—Risks Related to Outdoor Americas’ REIT Election and Outdoor Americas’ Status as a REIT—The ownership limitations that apply to REITs, as prescribed by the Code and by Outdoor Americas’ charter, may inhibit market activity in the shares of Outdoor Americas common stock and restrict its business combination opportunities.”

Risk Factors

In deciding whether to tender your shares of CBS Class B common stock, you should carefully consider in their entirety the matters concerning CBS and Outdoor Americas described in “Risk Factors,” as well as other information included in this prospectus and the other documents incorporated by reference herein.

Regulatory Approval

Certain acquisitions of Outdoor Americas common stock under the exchange offer may require a premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “Hart-Scott-Rodino Act”). If you decide to participate in the exchange offer and acquire enough shares of Outdoor Americas common stock to exceed the $70.9 million threshold stated in the Hart-Scott-Rodino Act and associated regulations, and if no exemption under the Hart-Scott-Rodino Act or regulations applies, you and CBS will be required to make filings under the Hart-Scott-Rodino Act and you will be required to pay the applicable filing fee. A filing requirement could delay the exchange of shares with any stockholder or stockholders required to make such a filing until the waiting periods in the Hart-Scott-Rodino Act have expired or been terminated.

Summary of the Material U.S. Federal Income Tax Consequences of the Split-Off

CBS has received a private letter ruling from the IRS to the effect that the split-off, together with certain related transactions, will qualify as a tax-free distribution for U.S. federal income tax purposes under Section 355 of the Code. CBS expects to receive certain opinions from its tax advisors with respect to certain requirements for tax-free treatment under Section 355 of the Code on which the IRS will not rule, to the effect that such requirements will be satisfied. If CBS effects the separation by means of the split-off, the split-off so qualifies, in general, and for U.S. federal income tax purposes, no gain or loss will be recognized by a holder of CBS Class B common stock upon the receipt of Outdoor Americas common stock pursuant to the exchange offer. A holder of CBS Class B common stock generally will recognize capital gain or loss with respect to cash received in lieu of fractional shares of Outdoor Americas common stock.

If the exchange offer were determined not to qualify for non-recognition of gain and loss under Section 355 of the Code for any reason, including CBS not completing the split-off if the exchange offer is undersubscribed, each CBS stockholder who receives shares of Outdoor Americas common stock

in the exchange offer would generally be treated as recognizing taxable gain or loss equal to the difference between the fair market value of the shares of Outdoor Americas common stock received by the stockholder and its tax basis in the shares of CBS Class B common stock exchanged therefor, or, in certain circumstances, as receiving a taxable distribution equal to the fair market value of the shares of Outdoor Americas common stock received by the stockholder.

In addition, CBS would generally recognize gain with respect to the transfer of Outdoor Americas common stock in the exchange offer, the Outdoor Americas initial public offering and certain related transactions.

The exchange offer, the initial public offering, and certain related transactions could be taxable to CBS, but not its stockholders, if Outdoor Americas or its stockholders were to engage in certain transactions after the split-off is completed. In such cases, Outdoor Americas would be required to indemnify CBS for any resulting taxes and related expenses, which amount could be material.

Please see “Risk Factors—Risks Related to the Exchange Offer—If the split-off, including the exchange, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, CBS, Outdoor Americas, and CBS stockholders could be subject to significant tax liabilities and, in certain circumstances, Outdoor Americas could be required to indemnify CBS for material taxes pursuant to indemnification obligations under the tax matters agreement” and “Material U.S. Federal Income Tax Consequences of the Split-Off” for more information regarding the private letter ruling, the tax opinions and the potential tax consequences of the exchange offer. Holders of CBS Class B common stock should consult their own tax advisors as to the particular tax consequences of the exchange offer.

Accounting Treatment of the Exchange Offer

CBS Class B common stock acquired over CBS’s carrying value of Outdoor Americas will be recognized by CBS as a gain on disposal of discontinued operations net of any direct and incremental expenses of the exchange offer.

Comparison of Stockholder Rights

CBS is incorporated under the laws of the State of Delaware and Outdoor Americas is incorporated under the laws of the State of Maryland. Differences in the rights of a stockholder of CBS from those of a stockholder of Outdoor Americas arise from differences in the laws of these States as well as from provisions of the constitutive documents of each of CBS and Outdoor Americas. See “Comparison of Stockholder Rights.”

The Exchange Agent

The exchange agent for the exchange offer is Wells Fargo Bank, National Association.

The Information Agent

The information agent for the exchange offer is Georgeson Inc.

The Dealer Managers

The dealer managers for the exchange offer are Goldman, Sachs & Co. and Morgan Stanley & Co. LLC. These firms are referred to as the “dealer managers.”

CBS Selected Consolidated Financial Data

The following table sets forth CBS’s selected historical consolidated financial data for the periods indicated. The selected historical consolidated statements of operations data for the three months ended March 31, 2014 and 2013 and the selected historical consolidated balance sheet data at March 31, 2014 have been derived from CBS’s unaudited consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, which is incorporated by reference into this prospectus. The selected historical consolidated financial data for each of the years ended December 31, 2013, 2012 and 2011 have been derived from CBS’s audited consolidated financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2013, which is incorporated by reference into this prospectus. The selected historical consolidated statements of operations data for each of the years ended December 31, 2010 and 2009 and the selected historical consolidated balance sheet data as of December 31, 2011, 2010 and 2009 have been derived from CBS’s audited consolidated financial statements for such years, which have not been included or incorporated by reference into this prospectus. The unaudited consolidated financial statements have been prepared on the same basis as CBS’s audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this information. The selected consolidated financial data should be read together with CBS’s consolidated financial statements and notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in CBS’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, and CBS’s Annual Report on Form 10-K for the year ended December 31, 2013, which are incorporated by reference into this prospectus.


	Three Months Ended March 31,^(a)					Year Ended December 31,^(a)
	Three Months Ended March 31,^(a)					Year Ended December 31,^(a)
(dollars in millions, except per share amounts)	2014		2013			2013		2012			2011			2010			2009^(b)
Revenues	$	3,856	$	4,040		$	15,284	$	14,089		$	13,637		$	13,466		$	12,405
Operating income	$	818	$	800		$	3,259	$	2,983		$	2,619		$	1,929		$	1,156
Net income from continuing operations	$	468	$	463		$	1,873	$	1,634		$	1,391		$	822		$	343
Net income (loss) from discontinued operations, net of tax	$	—	$	(20	)	$	6	$	(60	)	$	(86	)	$	(98	)	$	(116	)
Net income	$	468	$	443		$	1,879	$	1,574		$	1,305		$	724		$	227
Basic net income (loss) per common share:
Net income from continuing operations	$	.80	$	.75		$	3.08	$	2.55		$	2.09		$	1.21		$	.51
Net income (loss) from discontinued operations	$	—	$	(.03	)	$	.01	$	(.09	)	$	(.13	)	$	(.14	)	$	(.17	)
Net income	$	.80	$	.71		$	3.09	$	2.45		$	1.97		$	1.07		$	.34
Diluted net income (loss) per common share:
Net income from continuing operations	$	.78	$	.73		$	3.00	$	2.48		$	2.04		$	1.18		$	.50
Net income (loss) from discontinued operations	$	—	$	(.03	)	$	.01	$	(.09	)	$	(.13	)	$	(.14	)	$	(.17	)
Net income	$	.78	$	.69		$	3.01	$	2.39		$	1.92		$	1.04		$	.33
Dividends per common share	$	.12	$	.12		$	.48	$	.44		$	.35		$	.20		$	.20
At Period End:
Total assets:
Continuing operations	$	26,005				$	26,269	$	25,988		$	25,695		$	25,614		$	26,350
Discontinued operations		110					118		478			525			550			618
Total assets	$	26,115				$	26,387	$	26,466		$	26,220		$	26,164		$	26,968


	Three Months Ended March 31,^(a)			Year Ended December 31,^(a)
	Three Months Ended March 31,^(a)			Year Ended December 31,^(a)
(in millions)	2014		2013	2013		2012		2011		2010		2009^(b)
Total debt:
Continuing operations, excluding Outdoor Americas debt	$	6,396		$	6,436	$	5,922	$	5,982	$	6,000	$	6,997
Outdoor Americas debt^(c)		1,598			—		—		—		—		—
Discontinued operations		13			13		13		21		21		21
Total debt	$	8,007		$	6,449	$	5,935	$	6,003	$	6,021	$	7,018
Total Stockholders’ Equity	$	8,467		$	9,966	$	10,213	$	9,908	$	9,821	$	9,019

(a)

On September 30, 2013, CBS completed the sale of its outdoor advertising business in Europe, which included an interest in an outdoor business in Asia (“Outdoor Europe”), for $225 million. Outdoor Europe has been presented as a discontinued operation in CBS’s consolidated financial statements for all periods presented.

(b)

In 2009, CBS recorded a noncash impairment charge of $210 million ($131 million, net of tax), or $.19 per diluted share, to reduce the carrying value of FCC licenses in certain radio markets and to reduce the carrying value of the allocated goodwill in connection with the sale of certain radio stations.

(c)	Outdoor Americas’ debt is not guaranteed by CBS or any of its subsidiaries, other than Outdoor Americas and certain of Outdoor Americas’ domestic subsidiaries.

CBS Summary Unaudited Pro Forma Condensed Consolidated Financial Information

The following tables summarize the unaudited pro forma condensed consolidated financial information of CBS. The summary unaudited pro forma condensed consolidated financial information is derived from, and should be read in conjunction with, the information provided in “CBS Corporation Unaudited Pro Forma Condensed Consolidated Financial Statements” and the notes thereto. The summary unaudited pro forma condensed consolidated financial information has been derived from the historical financial statements of CBS and has been adjusted to reflect the deconsolidation of Outdoor Americas, assuming the completion of the exchange offer and that it is fully subscribed. The summary unaudited pro forma condensed consolidated statements of operations information is presented as if the exchange offer had been completed on January 1, 2011. The summary unaudited pro forma condensed consolidated balance sheet information is presented as if the exchange offer had been completed on March 31, 2014.

CBS Summary Unaudited Pro Forma Condensed Consolidated Statements of Operations Information

(in millions, except per share amounts)


	Three Months Ended March 31,				Year Ended December 31,
	2014		2013		2013		2012		2011
Revenues	$	3,570	$	3,763	$	14,005	$	12,820	$	12,381
Operating income	$	791	$	771	$	3,025	$	2,778	$	2,423
Net income from continuing operations	$	462	$	450	$	1,738	$	1,508	$	1,263

Net income from continuing operations per common share:
Basic	$	.86	$	.79	$	3.10	$	2.54	$	2.05
Diluted	$	.84	$	.76	$	3.02	$	2.47	$	2.00

Weighted average number of common shares outstanding:
Basic		537		573		560		594		616
Diluted		552		590		576		611		633

CBS Summary Unaudited Pro Forma Condensed Consolidated Balance Sheet Information

(in millions)


	At March 31, 2014
Total assets	$	23,193
Long-term debt from continuing operations, including capital lease obligations	$	5,956
Stockholders’ equity	$	7,612

Outdoor Americas Selected Consolidated Financial Data

The following table sets forth Outdoor Americas’ selected historical consolidated financial data for the periods indicated. The selected historical consolidated statements of operations and cash flow information for the three months ended March 31, 2014 and 2013 and the selected historical consolidated balance sheet data at March 31, 2014 have been derived from Outdoor Americas’ unaudited historical consolidated financial statements, which are included elsewhere in this prospectus. The selected historical consolidated statements of operations and cash flow information for the years ended December 31, 2013, 2012 and 2011 and the selected historical consolidated balance sheet information as of December 31, 2013 and 2012 have been derived from Outdoor Americas’ audited historical consolidated financial statements, which are included elsewhere in this prospectus. The selected historical consolidated statements of operations and cash flow information for the year ended December 31, 2010 and the selected historical consolidated balance sheet information as of December 31, 2011 have been derived from Outdoor Americas’ audited historical consolidated financial statements, which are not included in this prospectus. The selected historical consolidated statements of operations and cash flow information for the year ended December 31, 2009 and the selected historical consolidated balance sheet information as of December 31, 2010 and 2009, have been derived from Outdoor Americas’ unaudited historical consolidated financial statements, which are not included in this prospectus. The unaudited historical consolidated financial statements have been prepared on the same basis as Outdoor Americas’ audited historical consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this information.

The Outdoor Americas historical consolidated financial statements for each of the years presented and for the three months ended March 31, 2013, have been presented on a “carve-out” basis from CBS’s consolidated financial statements using the historical results of operations, cash flows, assets and liabilities attributable to CBS’s Outdoor Americas operating segment and include allocations of expenses from CBS. These allocations reflect significant assumptions, and the selected historical consolidated financial information set forth below and the financial statements included elsewhere in this prospectus do not necessarily reflect what Outdoor Americas’ results of operations, financial condition or cash flows would have been if Outdoor Americas had operated as a stand-alone company during the periods presented, and, accordingly, such information should not be relied upon as an indicator of its future performance, financial condition or liquidity.

The following information should be read together with “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Outdoor Americas” and Outdoor Americas’ consolidated financial statements and notes thereto included elsewhere in this prospectus.


	Three Months Ended March 31,						Year Ended December 31,
(dollars in millions, except per share amounts)	2014			2013			2013			2012			2011			2010			2009
Statement of Operations data:
Revenues	$	287.9		$	279.2		$	1,294.0		$	1,284.6		$	1,277.1		$	1,214.1		$	1,103.5
Adjusted OIBDA^(a)		75.6			75.4			414.8			408.4			414.3			350.0			272.4
Less:
Stock-based compensation		1.8			1.6			7.5			5.7			5.0			4.3			4.8
Restructuring charges		—			—			—			2.5			3.0			3.9			1.3
Net (gain) loss on dispositions		(.9	)		(9.8	)		(27.3	)		2.2			2.0			1.1			2.0
Depreciation		26.1			26.0			104.5			105.9			109.0			107.6			114.4
Amortization		21.9			22.9			91.3			90.9			102.9			106.6			104.6

Operating income	$	26.7		$	34.7		$	238.8		$	201.2		$	192.4		$	126.5		$	45.3
Provision for income taxes	$	(5.9	)	$	(14.9	)	$	(96.6	)	$	(89.0	)	$	(87.8	)	$	(57.1	)	$	(20.8	)
Net income	$	8.4		$	19.9		$	143.5		$	113.4		$	107.1		$	71.3		$	21.9
Basic net income per common share	$	.09		$	.21		$	1.48		$	1.17		$	1.10		$	.74		$	.23
Diluted net income per common share	$	.09		$	.21		$	1.48		$	1.17		$	1.10		$	.74		$	.23
Funds from Operations (“FFO”)^(b)	$	50.3		$	57.1		$	299.5		$	288.0		$	296.1		$	260.5		$	209.8
Adjusted FFO (“AFFO”)^(b)	$	40.8		$	46.5		$	260.1		$	269.2		$	316.3		$	284.8		$	205.3

Balance Sheet data (at period end):
Property and equipment, net	$	733.6					$	755.4		$	807.9		$	858.2		$	928.4		$	982.5
Total assets	$	3,458.4					$	3,355.5		$	3,464.9		$	3,603.0		$	3,751.5		$	3,826.8
Current liabilities	$	197.6					$	212.2		$	205.6		$	196.7		$	203.4		$	188.8
Long-term debt	$	1,598.0						—			—			—			—			—
Total stockholders’ equity/ invested equity	$	1,285.5					$	2,754.4		$	2,843.9		$	2,990.6		$	3,163.3		$	3,291.7

Cash Flow data:
Cash flow provided by operating activities	$	.3		$	9.8		$	278.4		$	311.3		$	342.1		$	271.9		$	247.5
Capital expenditures:
Growth	$	5.2		$	4.0		$	34.7		$	37.6		$	30.3		$	26.8		$	25.3
Maintenance		3.0			2.0			23.5			16.0			15.3			20.4			25.3

Total capital expenditures	$	8.2		$	6.0		$	58.2		$	53.6		$	45.6		$	47.2		$	50.6
Cash taxes	$	4.8		$	1.4		$	112.8		$	96.5		$	50.9		$	18.2		$	14.4

(a)

Adjusted OIBDA is a financial measure that is not prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). “Adjusted OIBDA” is defined as operating income before depreciation, amortization, net gain (loss) on dispositions, stock-based compensation and restructuring charges. Outdoor Americas uses Adjusted OIBDA to evaluate its operating performance. Adjusted OIBDA is among the primary measures Outdoor Americas uses for managing its business and for planning and forecasting future periods, as it is an important indicator of operational strength and business performance. Outdoor Americas management believes users of its financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of Outdoor Americas’ operating results along the same lines that Outdoor Americas management uses in managing, planning and executing its business strategy. Outdoor Americas management also believes that the presentation of Adjusted

OIBDA, as a supplemental measure, is useful in evaluating its business because eliminating certain noncomparable items highlights underlying operational trends that may not otherwise be apparent when relying solely on GAAP financial measures. It is Outdoor Americas management’s opinion that this supplemental measure provides users with an important perspective on operating performance and also makes it easier for users to compare its results with other companies that have different financing and capital structures or tax rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Outdoor Americas” for further information about Adjusted OIBDA.

(b)

FFO and AFFO are non-GAAP financial measures. Outdoor Americas calculates FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO reflects net income adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets and amortization of direct lease acquisition costs, as well as the same adjustments for its equity-based investments, as applicable. Outdoor Americas calculates AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for Outdoor Americas operations. In addition, AFFO excludes certain noncash items, including non-real estate depreciation and amortization, deferred income taxes, stock-based compensation expense, accretion expense, the noncash effect of straight-line rent and amortization of deferred financing costs.

Outdoor Americas management uses FFO and AFFO for managing its business and for planning and forecasting future periods, and each is an important indicator of Outdoor Americas’ operational strength and business performance, especially compared to other REITs. Outdoor Americas management believes users are best served if the information that is made available to them allows them to align their analysis and evaluation of Outdoor Americas operating results along the same lines that its management uses in managing, planning and executing its business strategy. Outdoor Americas management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating Outdoor Americas’ business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlights trends in Outdoor Americas’ business that may not otherwise be apparent when relying solely on GAAP financial measures. It is Outdoor Americas management’s opinion that these supplemental measures provide users with an important perspective on operating performance and also make it easier to compare Outdoor Americas’ results to other companies in its industry, as well as to REITs. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Outdoor Americas” for further information about FFO and AFFO.

The following table presents a reconciliation of net income to FFO and AFFO:


	Three Months Ended March 31,
	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011			2010			2009
(in millions)
Net income⁽¹⁾	$	8.4		$	19.9		$	143.5		$	113.4		$	107.1		$	71.3		$	21.9
Depreciation of billboard advertising structures		24.2			24.2			97.5			98.8			101.3			99.2			98.8
Amortization of real estate-related intangible assets		10.7			10.7			43.2			42.5			53.5			57.4			56.8
Amortization of direct lease acquisition costs		7.0			7.8			30.9			31.1			32.1			30.9			30.2
Net (gain) loss on disposition of billboard advertising structures, net of tax		(.2	)		(5.7	)		(16.4	)		1.3			1.2			.7			1.2
Adjustment related to equity-based investments		.2			.2			.8			.9			.9			1.0			.9

FFO		50.3			57.1			299.5			288.0			296.1			260.5			209.8
Adjustment for deferred income taxes		(6.9	)		(7.8	)		(19.4	)		(5.7	)		33.6			39.5			11.2
Cash paid for direct lease acquisition costs		(8.5	)		(9.4	)		(31.6	)		(30.9	)		(31.8	)		(29.4	)		(31.8	)
Maintenance capital expenditures		(3.0	)		(2.0	)		(23.5	)		(16.0	)		(15.3	)		(20.4	)		(25.3	)
Other depreciation		1.9			1.8			7.0			7.1			7.7			8.4			15.6
Other amortization		4.2			4.4			17.2			17.3			17.3			18.3			17.6
Stock-based compensation expense		1.8			1.6			7.5			5.7			5.0			4.3			4.8
Noncash effect of straight-line rent		(.2	)		.2			1.2			1.2			1.0			.8			1.0
Accretion expense		.5			.6			2.2			2.5			2.7			2.8			2.4
Amortization of deferred financing costs		.7			—			—			—			—			—			—

AFFO	$	40.8		$	46.5		$	260.1		$	269.2		$	316.3		$	284.8		$	205.3

(1)

Outdoor Americas’ net income reflects its current tax status as a regular domestic C corporation for U.S. federal income tax purposes. If Outdoor Americas qualifies and elects to be taxed as a REIT, its tax expense in future periods is expected to be substantially lower than it has been historically. Historically, Outdoor Americas incurred tax expense of $96.6 million in 2013, $89.0 million in 2012, $87.8 million in 2011, $57.1 million in 2010 and $20.8 million in 2009 and its assumed cash taxes paid during these periods were $112.8 million in 2013, $96.5 million in 2012, $50.9 million in 2011, $18.2 million in 2010 and $14.4 million in 2009.

Outdoor Americas Summary Unaudited Pro Forma Condensed Consolidated

Financial Information

The following tables summarize the unaudited pro forma condensed consolidated financial information of Outdoor Americas. The summary unaudited pro forma condensed consolidated financial information should be read in conjunction with the information provided in “CBS Outdoor Americas Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements” and the notes thereto.

The summary unaudited pro forma condensed consolidated statements of operations and balance sheet information have been derived from the historical financial statements of Outdoor Americas, adjusted to reflect Outdoor Americas’ initial public offering and REIT election, and is also presented both before and after the Purging Distribution(s). The summary unaudited pro forma condensed consolidated balance sheet information at March 31, 2014 is presented as if these events had occurred on March 31, 2014. The summary unaudited pro forma condensed consolidated statements of operations information is presented as if these events had occurred on January 1, 2013 and also includes pro forma adjustments to reflect costs for the full period associated with Outdoor Americas operating as a stand-alone public company and interest expense relating to Outdoor Americas’ $1.6 billion of debt incurred on January 31, 2014.

The summary unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not necessarily reflect what Outdoor Americas’ results of operations and financial condition would have been had Outdoor Americas operated as a separate, stand-alone company during the periods presented, and, accordingly, such information should not be relied upon as an indicator of Outdoor Americas’ future performance, financial condition or liquidity.

Outdoor Americas Summary Unaudited Pro Forma Condensed Consolidated

Statements of Operations Information^(a)

(in millions, except per share amounts)


	Three Months Ended March 31, 2014						Year Ended December 31, 2013
	Pro Forma before Purging Distribution(s)			Pro Forma			Pro Forma before Purging Distribution(s)			Pro Forma
Statement of Operations data:
Revenues	$	287.9		$	287.9		$	1,294.0		$	1,294.0
Adjusted OIBDA^(b)	$	73.7		$	73.7		$	393.4		$	393.4
Less:
Stock-based compensation		1.8			1.8			7.5			7.5
Net gain on dispositions		(.9	)		(.9	)		(27.3	)		(27.3	)
Depreciation		26.1			26.1			104.5			104.5
Amortization		21.9			21.9			91.3			91.3

Operating income	$	24.8		$	24.8		$	217.4		$	217.4
Benefit (provision) for income taxes	$	2.2		$	2.2		$	(5.9	)	$	(5.9	)
Net income	$	8.9		$	8.9		$	139.7		$	139.7
FFO^(b)	$	50.7		$	50.7		$	284.7		$	284.7
AFFO^(b)	$	48.2		$	48.2		$	264.1		$	264.1

Net income per common share:
Basic	$	.07		$	.07		$	1.16		$	1.06
Diluted	$	.07		$	.07		$	1.15		$	1.04

Weighted average number of common shares outstanding:
Basic		120.0			132.4			120.0			132.4
Diluted		121.6			134.0			121.4			133.8

(a)

Outdoor Americas pro forma information is presented both before and after the Purging Distribution(s). In connection with the Purging Distribution(s) Outdoor Americas will issue additional shares of its common stock to its stockholders in the form of a dividend, which will result in a per share dilution to its investors. However, as such dividend will be declared after the completion of this exchange offer, Outdoor Americas management believes that pro forma results before the Purging Distribution(s) are a meaningful indicator of per share financial performance for investors considering participation in this exchange offer.

(b)

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Outdoor Americas” for further information about Adjusted OIBDA, FFO and AFFO. See “CBS Outdoor Americas Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements” for reconciliations of FFO and AFFO on a pro forma basis.

Comparative Historical and Pro Forma Per Share Data

The following tables present certain per share information for CBS and Outdoor Americas. Per share information for CBS is shown on a historical basis and on a pro forma basis. For Outdoor Americas, per share information is shown on a historical basis and an equivalent pro forma basis. Equivalent pro forma per share information is calculated by multiplying the applicable pro forma per share amount by 2.0238, which reflects the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on June 10, 2014, based on the Average CBS Price divided by 93% of the Average Outdoor Americas Price on June 6, June 9 and June 10, 2014. The final exchange ratio will be determined based on the Average CBS Price and the Average Outdoor Americas Price on the NYSE during the three consecutive trading days ending on and including the expiration date of the exchange offer. However, the number of shares that can be received in the exchange offer is subject to an upper limit of 2.1917 shares of Outdoor Americas common stock for each share of CBS Class B common stock accepted in the exchange offer. For a full description of all pro forma assumptions, see “CBS Outdoor Americas Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements” and “CBS Corporation Unaudited Pro Forma Condensed Consolidated Financial Statements.”

CBS Per Share Data


	Three Months Ended or at March 31, 2014		Year Ended December 31, 2013
Net income from continuing operations per common share:
Historical:
Basic	$	.80	$	3.08
Diluted	$	.78	$	3.00

Pro forma:⁽¹⁾
Basic	$	.86	$	3.10
Diluted	$	.84	$	3.02

Dividends per common share	$	.12	$	.48

Book value per common share:⁽²⁾
Historical	$	14.72
Pro forma⁽¹⁾	$	14.44

(1)

Pro forma shares outstanding used to calculate CBS pro forma net income from continuing operations and book value per common share reflect the receipt of 47,929,637 shares of CBS Class B common stock in exchange for the 97,000,000 shares of Outdoor Americas common stock in the exchange offer based on the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on June 10, 2014 which would have provided for 2.0238 shares of Outdoor Americas common stock to be exchanged for each share of CBS Class B common stock accepted.

(2)	The book value per common share is calculated by dividing stockholders’ equity by the number of common shares outstanding at the end of the period.

Outdoor Americas Per Share Data


	Three Months Ended or at March 31, 2014		Year Ended December 31, 2013
Net income per common share:
Historical:
Basic	$	.09	$	1.48
Diluted	$	.09	$	1.48

Equivalent pro forma before Purging Distribution(s)⁽¹⁾:
Basic	$	.15	$	2.36
Diluted	$	.15	$	2.33

Equivalent pro forma⁽¹⁾:
Basic	$	.14	$	2.14
Diluted	$	.13	$	2.11

Book value per common share⁽²⁾:
Historical	$	13.25
Equivalent pro forma before Purging Distribution(s)⁽¹⁾	$	27.40
Equivalent pro forma⁽¹⁾	$	23.30

(1)

Equivalent pro forma per share data is calculated by multiplying the pro forma per share amount by 2.0238, which reflects the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on June 10, 2014, based on the Average CBS Price divided by 93% of the Average Outdoor Americas Price on June 6, June 9 and June 10, 2014. Pro forma outstanding shares used to calculate equivalent pro forma before Purging Distribution(s) net income per common share and book value per common share reflect the issuance of 23,000,000 shares of Outdoor Americas common stock in its initial public offering. Pro forma outstanding shares used to calculate equivalent pro forma net income per common share and book value per share also reflects the issuance of approximately 12,400,000 shares of Outdoor Americas common stock in connection with the share portion of the Purging Distribution(s). Outdoor Americas pro forma information is presented both before and after the Purging Distribution(s). In connection with the Purging Distribution(s), Outdoor Americas will issue additional shares of its common stock to its stockholders in the form of a dividend, which will result in a per share dilution to its investors. However, as such dividend will be declared after the completion of this exchange offer, Outdoor Americas management believes that pro forma results before the Purging Distribution(s) is a meaningful indicator of per share financial performance for investors considering participation in this exchange offer.

(2)	The book value per common share is calculated by dividing stockholders’ equity by the number of common shares outstanding at the end of the period.

Market Price and Dividend Information

The market prices of CBS and Outdoor Americas common stock are subject to fluctuation. The exchange ratio will be set based on the simple arithmetic average of the daily VWAPs of CBS Class B common stock and Outdoor Americas common stock over a three day period, subject to an upper limit. As a result, you should, among other things, obtain current market quotations before deciding to tender your shares of CBS Class B common stock. There can be no assurance of what the market price of shares will be before, on, or after the date on which the exchange offer is completed. CBS Class A common stock and CBS Class B common stock are listed and traded on the NYSE under the symbols “CBS.A” and “CBS,” respectively. Outdoor Americas common stock is listed and traded on the NYSE under the symbol “CBSO.”

CBS

The following table sets forth, for the calendar periods indicated, the per share range of high and low sales prices, as reported by the NYSE, for CBS Class A common stock and CBS Class B common stock and dividends declared per share of CBS common stock.


	Market Price for CBS Voting Class A Common Stock				Market Price for CBS Non-Voting Class B Common Stock				Dividends Declared Per Share
	High		Low		High		Low		Dividends Declared Per Share
2012
First Quarter	$	34.26	$	27.82	$	33.94	$	27.18	$	.10
Second Quarter	$	35.56	$	30.49	$	35.00	$	29.81	$	.10
Third Quarter	$	38.46	$	30.55	$	38.32	$	29.85	$	.12
Fourth Quarter	$	38.02	$	32.39	$	38.10	$	31.84	$	.12
2013
First Quarter	$	47.30	$	37.48	$	47.42	$	37.43	$	.12
Second Quarter	$	52.34	$	43.84	$	52.46	$	43.77	$	.12
Third Quarter	$	57.14	$	48.68	$	57.47	$	48.45	$	.12
Fourth Quarter	$	64.00	$	53.15	$	64.06	$	53.01	$	.12
2014
First Quarter	$	68.00	$	55.74	$	68.10	$	55.71	$	.12
Second Quarter (through June 10, 2014)	$	63.82	$	55.33	$	63.96	$	55.01	$	.12

As of May 26, 2014, there were 39,050,902 shares of CBS Class A common stock outstanding and 531,584,501 shares of CBS Class B common stock outstanding. As of May 26, 2014, there were approximately 1,731 record holders of CBS Class A common stock and approximately 24,976 record holders of CBS Class B common stock.

On June 10, 2014, the NYSE trading day immediately preceding the initial filing of the registration statement of which this prospectus forms a part, the closing sales price per share of CBS Class A common stock as reported by the NYSE was $60.89 and the closing price per share of CBS Class B common stock as reported by the NYSE was $61.13.

CBS declared a quarterly cash dividend on its Class A and Class B common stock during each of the first two quarters of 2014 and during each of the four quarters of 2013 and 2012, as set forth above. CBS’s board of directors assesses relevant factors when considering the declaration of a dividend on CBS’s common stock. CBS currently expects to continue to pay a regular cash dividend to its stockholders; however, CBS cannot guarantee that it will continue to declare dividends, including at the same or similar rates.

Outdoor Americas

The following table sets forth, for the calendar periods indicated, the per share range of high and low sales prices, as reported by the NYSE, for Outdoor Americas common stock and dividends declared per share of Outdoor Americas common stock.


	Market Price for Outdoor Americas Common Stock				Dividends Declared Per Share
	High		Low		Dividends Declared Per Share
2014
First Quarter (since March 28, 2014)	$	30.47	$	28.95		—
Second Quarter (through June 10, 2014)	$	33.25	$	27.88	$	.37

As of May 26, 2014, there were 120,000,000 shares of Outdoor Americas common stock outstanding. As of May 26, 2014, there were two record holders of Outdoor Americas common stock. Immediately before the commencement of the exchange offer, CBS beneficially owned 97,000,000 shares of Outdoor Americas common stock in the aggregate, representing approximately 81% of the outstanding Outdoor Americas common stock.

On June 10, 2014, the last NYSE trading day immediately preceding the initial filing of the registration statement of which this prospectus forms a part, the closing sales price per share of Outdoor Americas common stock as reported by the NYSE was $32.06.

On April 28, 2014, Outdoor Americas announced that its board of directors had authorized a quarterly cash dividend of $.37 per share on its common stock, payable on June 30, 2014 to holders of record at the close of business on June 9, 2014. The declaration and payment of dividends to holders of common stock of Outdoor Americas is at the discretion of Outdoor Americas’ board of directors in accordance with applicable law after taking into account various factors. Outdoor Americas intends to maintain its initial quarterly dividend amount, subject to the approval of its board of directors, until the earlier of 12 months following completion of its initial public offering and the effective date of its REIT election, unless actual results of operations, economic conditions or other factors differ materially from its historical operating results or its current assumptions. See “Summary—Distribution Policy.”

Outdoor Americas’ Tax Status

Outdoor Americas is, and, until CBS ceases to own at least 80% of outstanding Outdoor Americas’ common stock, including by way of the exchange offer, will remain, a member of CBS’s consolidated tax group for U.S. federal income tax purposes and will be taxable as a regular domestic C corporation for U.S. federal income tax purposes (i.e., Outdoor Americas will be subject to taxation at regular corporate rates). Pursuant to the tax matters agreement that Outdoor Americas has entered into with CBS, it will be liable to pay CBS in respect of any taxes imposed on or with respect to it while Outdoor Americas is a member of the CBS consolidated tax group. Outdoor Americas could be liable to CBS for consolidated group losses used by Outdoor Americas even if Outdoor Americas does not owe any amount to a governmental authority.

Following the separation, which may be effected by the exchange offer, Outdoor Americas intends to make the REIT election and the TRS election. Assuming the completion of the exchange offer and that it is fully subscribed, Outdoor Americas expects to make the REIT election (and the TRS election) for its taxable year beginning the day after the effective date of the separation and ending December 31, 2014. However, if the exchange offer is not fully subscribed, Outdoor Americas may cease to be a member of the CBS consolidated tax group prior to the effective date of the separation. In such circumstance, it may make its REIT election (and the TRS election) effective as of the day after it ceases to be a member of the CBS consolidated tax group.

Outdoor Americas’ qualification to be taxed as a REIT will depend upon its ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Code, relating to, among other things, the sources of its gross income, the composition and values of its assets, its distribution levels and the diversity of ownership of its shares. Outdoor Americas believes it is organized in conformity with the requirements for qualification and taxation as a REIT under the Code and that its manner of operation will enable it to meet the requirements for qualification and taxation as a REIT. On April 16, 2014, CBS received a private letter ruling from the IRS, subject to the terms and conditions contained therein, with respect to certain issues relevant to Outdoor Americas’ qualification to be taxed as a REIT. Although CBS may generally rely upon the ruling, subject to the completeness and accuracy of the representations made to the IRS, no assurance can be given that the IRS will not challenge Outdoor Americas’ qualification as a REIT if the representations made by CBS are inaccurate or on the basis of other issues or facts outside the scope of the ruling.

So long as Outdoor Americas qualifies to be taxed as a REIT, it generally will not be subject to U.S. federal income tax on its net REIT taxable income that it distributes to its stockholders. If Outdoor Americas fails to qualify to be taxed as a REIT in any taxable year and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal income tax at regular corporate rates and will be precluded from re-electing to be taxed as a REIT for the subsequent four taxable years following the year during which it loses its REIT qualification. Even if Outdoor Americas qualifies for taxation as a REIT, it may be subject to certain U.S. federal, state and local taxes on its income or property, and the income of its TRSs will be subject to taxation at regular corporate rates. See “Material U.S. Federal Income Tax Consequences of an Investment in Outdoor Americas Common Stock.”

Distribution Policy

On April 28, 2014, Outdoor Americas announced that its board of directors had authorized a quarterly cash dividend of $.37 per share on its common stock, payable on June 30, 2014 to holders of record at the close of business on June 9, 2014. This dividend amount is based on Outdoor Americas’ historical results of operations and cash flows, and its pro forma results of operations. Outdoor Americas believes this financial information provides a reasonable basis to evaluate its ability to pay future dividends. Outdoor Americas intends to maintain its initial quarterly dividend amount, subject to the approval of its board of directors, until the earlier of twelve (12) months following completion of its initial public offering and the effective date of its REIT election, unless actual results of operations, economic conditions or other factors differ materially from Outdoor Americas’ historical operating results or its current assumptions.

From and after the effective date of Outdoor Americas’ REIT election, Outdoor Americas intends to pay regular quarterly distributions to holders of its common stock in an amount not less than 100% of its REIT taxable income (determined before the deduction for dividends paid and excluding any net capital gains). In addition, Outdoor Americas anticipates making one or more Purging Distribution(s) comprised of a combination of cash and Outdoor Americas stock, a substantial portion of which will be in stock.

U.S. federal income tax law generally requires that, to maintain its status as a REIT, a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income. Outdoor Americas intends to make distributions to its stockholders to comply with the REIT requirements of the Code.

Distributions that Outdoor Americas makes will be authorized and determined by its board of directors in its sole discretion out of assets legally available therefor. While Outdoor Americas anticipates maintaining relatively stable distribution(s) during each year, the amount, timing and frequency of distributions will be at the sole discretion of its board of directors, and distributions will be declared based upon various factors, including but not limited to: the amount and timing of Purging Distribution(s), future taxable income, limitations contained in debt instruments, debt service requirements, operating cash inflows and outflows, including capital expenditures and acquisitions, limitations on its ability to use cash generated in the TRSs to fund distributions and applicable law. Outdoor Americas may need to increase its borrowings in order to fund its intended distributions. It expects that, at least initially, its distributions may exceed its net income under generally accepted accounting principles in the United States (“GAAP”), due, in part, to noncash expenses included in net income (loss).

Until the effective date of its REIT election, Outdoor Americas anticipates that its dividends will generally be treated as “qualified dividends.” Such dividends paid to U.S. stockholders that are individuals, trusts or estates will generally be taxable at the preferential income tax rates (i.e., the 20% maximum U.S. federal rate) for qualified dividends. In addition, subject to the limitations of the Code, corporate stockholders may be eligible for the dividends received deduction with respect to such dividends. Following the REIT election, Outdoor Americas anticipates that its distributions generally will be taxable as ordinary income to its stockholders, although it may designate a portion of the distributions as qualified dividend income or capital gain dividends or a portion of the distributions may constitute a return of capital. Outdoor Americas will furnish annually to each of its stockholders a statement setting forth distributions paid during the preceding year and their characterization as ordinary income, return of capital, qualified dividend income or capital gain. For a more complete discussion of the U.S. federal income tax treatment of distributions to holders of Outdoor Americas common stock, see “Material U.S. Federal Income Tax Consequences of an Investment in Outdoor Americas Common Stock—Taxation of Stockholders—Taxation of Taxable U.S. Stockholders.”

Outdoor Americas’ debt agreements permit it to make cash distributions in order to maintain its status as a REIT, subject to certain conditions, but notwithstanding any failure to satisfy the conditions in the debt agreements to making distributions generally.

Restrictions on Ownership and Transfer of Outdoor Americas Stock

To assist Outdoor Americas in complying with the limitations on the concentration of ownership of REIT stock imposed by the Code beginning in its second REIT year, among other purposes, its charter provides for restrictions on ownership and transfer of shares of Outdoor Americas stock, including, in general, prohibitions on any person actually or constructively owning more than 9.8% in value or in number (whichever is more restrictive) of the outstanding shares of Outdoor Americas common stock or 9.8% in value of the aggregate outstanding shares of all classes and series of Outdoor Americas stock. A person that did not acquire more than 9.8% of Outdoor Americas outstanding stock may nonetheless become subject to Outdoor Americas’ charter restrictions in certain circumstances, including if repurchases by Outdoor Americas cause such person’s holdings to exceed the limitations described above. Outdoor Americas’ charter, however, permits exceptions to these restrictions to be made for specific stockholders, as determined in the sole discretion of its board of directors, provided that such exceptions will not jeopardize Outdoor Americas’ tax status as a REIT. The Outdoor Americas board of directors has granted CBS and certain of its affiliates exemptions from the ownership limitations applicable to other holders of Outdoor Americas outstanding common stock, subject to certain conditions designed to protect Outdoor Americas’ status as a REIT.

Outdoor Americas’ ownership limitations could delay or prevent a transaction or a change in control that might involve a premium price for shares of its stock or otherwise be in the best interests of its stockholders.

Investment in Outdoor Americas common stock involves risks. In determining whether or not to tender your shares of CBS Class B common stock in the exchange offer, you should consider carefully all of the information about Outdoor Americas and CBS included or incorporated by reference in this prospectus, as well as the information about the terms and conditions of the exchange offer. For a description of the material risks relating to CBS, please read “Risk Factors” in CBS’s Annual Report on Form 10-K for the year ended December 31, 2013, which is incorporated by reference in this prospectus. None of CBS, Outdoor Americas or any of their respective directors or officers or any of the dealer managers makes any recommendation as to whether you should tender your shares of CBS Class B common stock. You must make your own decision after reading this prospectus and consulting with your advisors. The occurrence of any of the following risks might cause you to lose all or a part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Statement Concerning Forward-Looking Statements.”

Outdoor Americas’ business is sensitive to a decline in advertising expenditures, general economic conditions and other external events beyond its control.

Outdoor Americas derives its revenues from providing advertising space to customers on out-of-home advertising structures and sites. Outdoor Americas’ contracts with its customers generally cover periods ranging from four weeks to one year. A decline in the economic prospects of advertisers, the economy in general or the economy of any individual geographic market or industry, particularly a market or industry in which it conducts substantial business, such as the New York City, Los Angeles and New Jersey metropolitan areas, and the professional services, retail and healthcare/pharmaceuticals industries, could alter current or prospective advertisers’ spending priorities. Disasters, acts of terrorism, political uncertainty, extraordinary weather events, hostilities and power outages could interrupt its ability to display advertising on advertising structures and sites and lead to a reduction in economic certainty and advertising expenditures. Any reduction in advertising expenditures could harm Outdoor Americas’ business, financial condition or results of operations. In addition, advertising expenditures by companies in certain sectors of the economy represent a significant portion of Outdoor Americas’ revenues. Any political, economic, social or technological change resulting in a reduction in these sectors’ advertising expenditures could adversely affect Outdoor Americas’ business, financial condition and results of operations.

The outdoor advertising industry is fragmented, consisting of several large companies operating on a national basis, such as Outdoor Americas, Clear Channel Outdoor Holdings, Inc., JCDecaux S.A. and Lamar Advertising Company, as well as hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local markets. Outdoor Americas competes with these companies for both customers and display locations. If Outdoor Americas’ competitors offer advertising displays at rates below the rates it charges its customers, it could lose potential customers and could be pressured to reduce its rates below those currently charged to retain customers, which could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations. A majority of Outdoor Americas’ display locations are leased, and a significant portion of those leases are month-to-month or have a short remaining term. If Outdoor Americas’ competitors offer to lease display locations at rental rates higher than the rental rates Outdoor Americas offers, it could lose display locations and could be pressured to increase rental rates above those it currently pays to site landlords, which could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Outdoor Americas also competes with other media, including broadcast and cable television, radio, print media, the internet and direct mail marketers, within their respective markets. In addition, Outdoor Americas

competes with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters, supermarkets and taxis. Advertisers compare relative costs of available media, including the average cost per thousand impressions or “CPM,” particularly when delivering a message to customers with distinct demographic characteristics. In competing with other media, the outdoor advertising industry relies on its relative cost efficiency and its ability to reach specific markets, geographic areas and/or demographics. If Outdoor Americas is unable to compete on these terms, it could lose potential customers and could be pressured to reduce rates below those it currently charges to retain customers, which could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Government regulation of outdoor advertising may restrict Outdoor Americas’ outdoor advertising operations.

The outdoor advertising industry is subject to governmental regulation and enforcement at the federal, state and local levels in the United States and to national, regional and local restrictions in foreign countries. These regulations have a significant impact on the outdoor advertising industry and Outdoor Americas’ business. See “Regulation.” Regulations and proceedings have made it increasingly difficult to develop new outdoor advertising structures and sites. If there are changes in laws and regulations affecting outdoor advertising at any level of government, if there is an increase in the enforcement of regulations or allegations of noncompliance or if Outdoor Americas is unable to resolve allegations, its structures and sites could be subject to removal or modification. If Outdoor Americas is unable to obtain acceptable arrangements or compensation in circumstances in which its structures and sites are subject to removal or modification, it could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations. In addition, governmental regulation of advertising displays could limit Outdoor Americas’ installation of additional advertising displays, restrict advertising displays to governmentally controlled sites or permit the installation of advertising displays in a manner that benefits its competitors disproportionately, any of which could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Outdoor Americas’ inability to increase the number of digital advertising displays in its portfolio could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Outdoor Americas’ ability to increase the number of digital advertising displays in its portfolio is subject to governmental laws and regulations. For example, a recent California court ruled in favor of a competitor who challenged the validity of Outdoor Americas’ digital display permits in the City of Los Angeles and held that such permits should be invalidated. As another example, in January 2013, Scenic America, Inc., a nonprofit membership organization, filed a lawsuit against the U.S. Department of Transportation and the Federal Highway Administration alleging, among other things, that the Federal Highway Administration exceeded its authority when, in 2007, the Federal Highway Administration issued guidance to assist its division offices in evaluating state regulations that authorize the construction and operation of digital billboards. If the Federal Highway Administration guidance is vacated, the Federal Highway Administration could then elect to undertake rulemaking or other new administrative action with respect to digital billboard displays that, if enacted in a way that places additional restrictions on digital billboards, could also have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Any new governmental restrictions on digital advertising displays could limit Outdoor Americas’ installation of additional digital advertising displays, restrict digital advertising displays to governmentally controlled sites or permit the installation of digital advertising displays in a manner that benefits its competitors disproportionately, any of which could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations. Furthermore, as technology for converting traditional static billboard displays to digital billboard displays has only recently been developed and introduced into the market on a large scale, and is in the process of being introduced more broadly in Outdoor Americas’ international markets, existing regulations that currently do not apply to digital advertising displays by their terms could be revised to impose specific restrictions on digital advertising displays.

In addition, implementation of digital advertising displays by Outdoor Americas or its competitors at a rate that exceeds the ability of the market to derive new revenues from those displays could also have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Taxes, fees and registration requirements may reduce Outdoor Americas’ profits or expansion opportunities.

A number of foreign, state and local governments have implemented or initiated taxes (including taxes on revenue from outdoor advertising or for the right to use outdoor advertising assets), fees and registration requirements in an effort to decrease or restrict the number of outdoor advertising structures and sites or raise revenue, or both. For example, a tax was imposed on the outdoor advertising industry in Toronto. These efforts may continue, and, if Outdoor Americas is unable to pass on the cost of these items to its customers, the increased imposition of these measures could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

The success of Outdoor Americas’ transit advertising business is dependent on its obtaining and renewing key municipal concessions on favorable terms.

Outdoor Americas’ transit shelter and transit systems businesses require it to obtain and renew contracts with municipalities and other governmental entities. All of these contracts have fixed terms and generally provide for payments to the governmental entity of a revenue share and/or a fixed payment amount. When these contracts expire, Outdoor Americas generally must participate in highly competitive bidding processes in order to obtain a new contract. Outdoor Americas’ inability to successfully obtain or renew these contracts on favorable economic terms or at all could have an adverse effect on its financial condition and results of operations. In addition, the loss of a key municipal concession in one location could adversely affect Outdoor Americas’ ability to compete in other locations by reducing its scale and ability to offer customers multiregional and national advertising campaigns. These factors could have an adverse effect on Outdoor Americas’ financial condition and results of operations.

Government compensation for the removal of lawful billboards could decrease.

Although state and local government authorities from time to time use the power of eminent domain to remove billboards, U.S. law requires payment of compensation if a state or political subdivision compels the removal of a lawful billboard along a primary or interstate highway that was built with federal financial assistance. Additionally, many states require similar compensation (or relocation) with regard to compelled removals of lawful billboards in other locations. Some local governments have attempted to force removal of billboards after a period of years under a concept called amortization. Under this concept, the governmental body asserts that just compensation has been earned by continued operation of the billboard over a period of time. Thus far, Outdoor Americas has generally been able to obtain satisfactory compensation for its billboards purchased or removed as a result of governmental action, although there is no assurance that this will continue to be the case in the future, and, if it does not continue to be the case, there could be an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Content-based restrictions on outdoor advertising may further restrict the categories of customers that can advertise using Outdoor Americas’ structures and sites.

Restrictions on outdoor advertising of certain products and services are or may be imposed by federal, state and local laws and regulations. For example, tobacco products have been effectively banned from outdoor advertising in all of the jurisdictions in which Outdoor Americas currently does business. In addition, state and local governments in some cases limit outdoor advertising of alcohol, which represented 4% of Outdoor Americas’ United States revenues for the twelve months ended March 31, 2014. Legislation regulating

out-of-home advertising due to content-based restrictions could cause a reduction in Outdoor Americas’ revenues from leasing advertising space on outdoor advertising displays that display such advertisements and a simultaneous increase in the available space on the existing inventory of billboards in the outdoor advertising industry, which could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Environmental, health and safety laws and regulations may limit or restrict some of Outdoor Americas’ operations.

As the owner or operator of various real properties and facilities, Outdoor Americas must comply with various foreign, federal, state and local environmental, health and safety laws and regulations. Outdoor Americas and its properties are subject to such laws and regulations relating to the use, storage, disposal, emission and release of hazardous and nonhazardous substances and employee health and safety. Historically, with the exception of safety upgrades, Outdoor Americas has not incurred significant expenditures to comply with these laws. However, additional laws that may be passed in the future, or a finding of a violation of or liability under existing laws, could require Outdoor Americas to make significant expenditures and otherwise limit or restrict some of its operations, which could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Outdoor Americas’ operating results are subject to seasonal variations and other factors.

Outdoor Americas’ business has experienced and is expected to continue to experience seasonality due to, among other things, seasonal advertising patterns and seasonal influences on advertising markets. Typically, Outdoor Americas’ revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers cut back on spending following the holiday shopping season. The effects of such seasonality make it difficult to estimate future operating results based on the previous results of any specific quarter, which may make it difficult to plan capital expenditures and expansion, could affect operating results and could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Future acquisitions and other strategic transactions could have a negative effect on Outdoor Americas’ results of operations.

Outdoor Americas frequently evaluates strategic opportunities both within and outside its existing lines of business. Outdoor Americas expects from time to time to pursue additional acquisitions and may decide to dispose of certain businesses. These acquisitions or dispositions could be material. Outdoor Americas’ acquisition strategy involves numerous risks, including:

Additional acquisitions by Outdoor Americas may require antitrust review by U.S. federal antitrust agencies and may require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. Outdoor Americas can give no assurances that the U.S. Department of Justice, the U.S. Federal Trade Commission or foreign antitrust agencies will not seek to bar Outdoor Americas from acquiring additional advertising businesses in any market.

As a stand-alone public company, Outdoor Americas will expend additional time and resources to comply with rules and regulations that did not previously apply to Outdoor Americas.

Upon completion of its initial public offering, Outdoor Americas became required to implement substantial control systems and procedures in order to satisfy its periodic and current reporting requirements under applicable SEC regulations and comply with the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and applicable listing standards. As a result, Outdoor Americas began incurring significant legal, accounting and other expenses that it had not previously incurred, and its management and other personnel will need to devote a substantial amount of time to comply with these rules and regulations. These costs and time commitments could be substantially more than Outdoor Americas currently expects. Therefore, Outdoor Americas’ historical consolidated and unaudited pro forma condensed consolidated financial statements may not be indicative of its future costs and performance as a stand-alone public company. If Outdoor Americas’ finance and accounting personnel are unable for any reason to respond adequately to the increased demands resulting from being an independent public company, the quality and timeliness of its financial reporting may suffer, and it could experience significant deficiencies or material weaknesses in its disclosure controls and procedures or internal control over financial reporting.

An inability to establish effective disclosure controls and procedures and internal control over financial reporting or remediate existing deficiencies could cause Outdoor Americas to fail to meet its reporting obligations under the Exchange Act, or result in material weaknesses, material misstatements or omissions in its Exchange Act reports, any of which could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Outdoor Americas has incurred and will continue to incur significant charges in connection with the separation and incremental costs as a stand-alone public company.

Outdoor Americas will need to replicate or replace certain functions, systems and infrastructure to which it no longer will have the same access after the separation. Outdoor Americas will also need to make investments or hire additional employees to operate without the same access to CBS’s existing operational and administrative infrastructure. These initiatives may be costly to implement. For presentations of the estimated impact of incremental stand-alone costs associated with the separation on Outdoor Americas’ results of operations, see “CBS Outdoor Americas Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Outdoor Americas.” However, due to the scope and complexity of the underlying projects relative to these efforts, the amount of total costs could be materially higher than Outdoor Americas’ estimate, and the timing of the incurrence of these costs is subject to change.

Prior to the initial public offering of Outdoor Americas, CBS performed or supported many important corporate functions for Outdoor Americas. Outdoor Americas’ financial statements reflect charges for these services on an allocation basis. In connection with its initial public offering, Outdoor Americas entered into a transition services agreement with CBS, pursuant to which CBS is providing Outdoor Americas with certain

services, and Outdoor Americas is providing CBS with certain limited services, in each case, on an interim basis for a limited period until the other party no longer requires such services to be performed by the other party. The services to be provided to Outdoor Americas by CBS include legal, finance, information technology, insurance, tax and employment functions. The agreed-upon charges for such services are generally on a cost-plus-margin basis and each party has agreed to reimburse the other for its out-of-pocket costs in connection therewith. The liability of each party under the transition services agreement for the services it provides is generally limited. Outdoor Americas anticipates that Outdoor Americas will generally be in a position to complete the transition from all services provided by CBS on or before 12 months following the completion of the separation. See “Agreements Between CBS and Outdoor Americas and Other Related Party Transactions—Agreements Between CBS and Outdoor Americas Relating to the Exchange Offer or the Separation—Transition Services Agreement.”

Outdoor Americas may not be able to replace these services or enter into appropriate third-party agreements on terms and conditions, including cost, comparable to those that Outdoor Americas receives from CBS under the transition services agreement. Additionally, after the transition services agreement terminates, Outdoor Americas may be unable to sustain the services at the same levels or obtain the same benefits as when it was receiving such services and benefits from CBS. When Outdoor Americas begins to operate these functions separately, if Outdoor Americas does not have Outdoor Americas’ own adequate systems and business functions in place, or is unable to obtain them from other providers, Outdoor Americas may not be able to operate its business effectively or at comparable costs, and its profitability may decline. In addition, Outdoor Americas has historically received informal support from CBS, which may not be addressed in the transition services agreement. The level of this informal support may diminish or be eliminated in the future. Outdoor Americas and CBS intend to enter into certain amendments to the transition services agreement in connection with the completion of the exchange offer.

Outdoor Americas is dependent on its management team, and the loss of senior executive officers or other key employees could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Outdoor Americas believes its future success depends on the continued service and skills of its existing management team and other key employees with experience and business relationships within their respective segments. The loss of one or more of these key personnel could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations because of their skills, knowledge of the market, years of industry experience and the difficulty of finding qualified replacement personnel. If any of these personnel were to leave and compete with Outdoor Americas, it could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Outdoor Americas’ board of directors has the power to cause it to issue additional shares of stock without stockholder approval.

Outdoor Americas’ charter authorizes it to issue additional authorized but unissued shares of common or preferred stock. In addition, Outdoor Americas’ charter permits a majority of its entire board of directors to, without stockholder approval, amend its charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that Outdoor Americas has authority to issue. Outdoor Americas’ charter also permits its board of directors to classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, Outdoor Americas’ board of directors will be able to establish a series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for shares of stock or otherwise be in the best interests of Outdoor Americas’ stockholders. See “Description of Capital Stock of Outdoor Americas—Power to Increase or Decrease Authorized Shares of Stock, Reclassify Unissued Shares of Stock and Issue Additional Shares of Common and Preferred Stock.”

Certain provisions of Maryland law may limit the ability of a third party to acquire control of Outdoor Americas.

Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of delaying or preventing a transaction or a change in control of Outdoor Americas that might involve a premium price for shares of its stock or otherwise be in the best interests of its stockholders, including:

Additionally, Outdoor Americas may elect to be subject to Title 3, Subtitle 8 of the MGCL, which would permit its board of directors, without stockholder approval and regardless of what is provided in its charter or bylaws, to implement certain takeover defenses. See “Description of Capital Stock of Outdoor Americas—Business Combinations,” “—Control Share Acquisitions” and “—Subtitle 8.”

Outdoor Americas’ board of directors has by resolution exempted from the provisions of the Maryland business combination act all business combinations (i) between CBS or its affiliates and Outdoor Americas and (ii) between Outdoor Americas and any other person, provided that such business combination is first approved by Outdoor Americas’ board of directors (including a majority of Outdoor Americas’ directors who are not affiliates or associates of such person). In addition, the Outdoor Americas bylaws contain a provision opting out of the Maryland control share acquisition act. Moreover, the Outdoor Americas’ charter provides that, effective at such time as Outdoor Americas is able to make a Subtitle 8 election, vacancies on Outdoor Americas’ board may be filled only by the remaining directors and that directors elected by the board to fill vacancies will serve for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies. The Outdoor Americas charter provides that, subject to the rights, if any, of holders of any class or series of preferred stock to elect or remove one or more directors, at or after the time when CBS and its affiliates together no longer beneficially own a majority or more of shares of Outdoor Americas’ outstanding stock entitled to vote generally in the election of directors (the “trigger date”), members of its board of directors may be removed only for cause, as defined in its charter, and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. Prior to the trigger date, subject to the rights, if any, of holders of any class or series of preferred stock to elect or remove one or more directors, Outdoor Americas’ directors may be removed with or without cause by the affirmative vote of at least a majority of the votes entitled to be cast generally in the election of directors. The Outdoor Americas bylaws provide that its board of directors has the exclusive power to adopt, alter or repeal any provision of the Outdoor Americas bylaws and to make new bylaws, subject to a consent right of CBS with respect to bylaw provisions regarding stockholder actions by written consent until the trigger date, and subject to a consent right of CBS with respect to CBS’s exemption from Outdoor Americas’ advance notice provisions for so long as CBS beneficially owns 30% of Outdoor Americas common stock. There can be no assurance that these exemptions or provisions will not be amended or eliminated at any time in the future. See “Description of Capital Stock of Outdoor Americas.”

Outdoor Americas’ rights and the rights of its stockholders to take action against its directors and officers are limited.

The Outdoor Americas charter contains a provision that eliminates the liability of its directors and officers to the maximum extent permitted by Maryland law. See “Description of Capital Stock of Outdoor Americas—Indemnification and Limitation of Directors’ and Officers’ Liability.” In addition, the Outdoor Americas charter authorizes it, and its bylaws obligate it, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

The Outdoor Americas charter and bylaws also permit it to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee of Outdoor Americas company or a predecessor of Outdoor Americas.

The indemnification and payment or reimbursement of expenses provided by the indemnification provisions of the Outdoor Americas charter and bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification, or payment or reimbursement of expenses may be or may become entitled under any statute, bylaw, resolution, insurance, agreement, vote of stockholders or disinterested directors or otherwise.

In addition, Outdoor Americas has entered into separate indemnification agreements with each of its directors in the form filed as Exhibit 10.5 to the Registration Statement of which this prospectus forms a part. Each indemnification agreement provides, among other things, for indemnification as provided in the agreement and otherwise to the fullest extent permitted by law and the Outdoor Americas charter and bylaws against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees. The indemnification agreements provide for the advancement or payment of expenses to the indemnitee and for reimbursement to Outdoor Americas if it is found that such indemnitee is not entitled to such advancement.

Accordingly, in the event that any of Outdoor Americas’ directors or officers are exculpated from, or indemnified against, liability but whose actions impede Outdoor Americas’ performance, Outdoor Americas’ and its stockholders’ ability to recover damages from that director or officer will be limited.

Outdoor Americas may not realize the expected benefits from the separation of its business from CBS.

By completing the separation of Outdoor Americas from CBS, there is a risk that Outdoor Americas may be more susceptible to market fluctuations and other adverse events than it would have otherwise been while it was still a part of CBS. As part of CBS, Outdoor Americas has been able to benefit from CBS’s operating diversity, economies of scale and related cost benefits and access to capital for investments, which benefits may no longer be available to it after it separates from CBS.

As an independent public company that has completed its separation from CBS, Outdoor Americas believes that its businesses will benefit from, among other things, sharpened focus on the financial and operational resources of its specific business, allowing management to design and implement a capital structure, corporate strategies and policies that are based primarily on the business characteristics and strategic opportunities of its businesses. Outdoor Americas anticipates this will allow it to respond more effectively to industry dynamics and

to allow it to create effective incentives for management and employees that are more closely tied to business performance. However, Outdoor Americas may not be able to achieve some or all of the expected benefits. Additionally, completion of the separation will require a significant amount of Outdoor Americas’ management’s time and effort, which may divert attention from operating and growing its business. If Outdoor Americas fails to achieve some or all of the benefits in the time it expects, it could have an adverse effect on Outdoor Americas’ business, financial condition and results of operations.

Outdoor Americas has substantial indebtedness, which could adversely affect Outdoor Americas’ financial condition.

On January 31, 2014, two of Outdoor Americas’ wholly owned subsidiaries, CBS Outdoor Americas Capital LLC (“Capital LLC”) and CBS Outdoor Americas Capital Corporation (“Finance Corp,” and together with Capital LLC, the “Borrowers”), borrowed $800.0 million under a term loan due in 2021 (the “Term Loan”), and entered into a $425.0 million Revolving Credit Facility maturing in 2019 (the “Revolving Credit Facility” and, together with the Term Loan, the “Senior Credit Facilities”), which are governed by a credit agreement, dated as of January 31, 2014, (the “Credit Agreement”). On January 31, 2014, the Borrowers also issued $400.0 million aggregate principal amount of 5.250% Senior Unsecured Notes due 2022 and $400.0 million aggregate principal amount of 5.625% Senior Unsecured Notes due 2024 (together, the “Senior Notes” and, together with the Term Loan, the “formation borrowings”) in a private placement. See “The Transaction—Background of the Exchange Offer.”

As of March 31, 2014, Outdoor Americas had total indebtedness of $1.6 billion (consisting of the Term Loan and the Senior Notes), and had unused commitments under the Senior Credit Facilities available to it of $425.0 million. Additionally, Outdoor Americas may, if it obtains commitments from lenders to do so, increase the Senior Credit Facilities by an amount not to exceed the greater of (i) $400.0 million and (ii) the greatest amount that would not cause, on a pro forma basis after giving effect to any such increases, its Maximum Consolidated Net Secured Leverage Ratio (as defined in the Credit Agreement) to exceed 3.50 to 1.00.

The terms of the Credit Agreement and the indenture governing the Senior Notes restrict Outdoor Americas’ current and future operations, particularly its ability to incur additional debt that it may need to fund initiatives in response to changes in its business, the industries in which it operates the economy and governmental regulations.

The Credit Agreement and the indenture governing the Senior Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on Outdoor Americas and its subsidiaries and limit its ability to engage in actions that may be in its long-term best interests, including restrictions on its and its subsidiaries’ ability to:

In addition, the Credit Agreement has a financial covenant that requires Outdoor Americas to maintain a Maximum Consolidated Net Secured Leverage Ratio (as defined in the Credit Agreement). Outdoor Americas’ ability to meet this financial covenant may be affected by events beyond its control.

These restrictions could hinder Outdoor Americas’ ability to grow in accordance with its strategy or inhibit the ability to adhere to its intended distribution policy and, accordingly, may cause it to incur additional U.S. federal income tax liability beyond current expectations.

A breach of the covenants under the indenture governing the Senior Notes or under the Credit Agreement could result in an event of default under the applicable agreement. Such a default would allow the lenders under the Senior Credit Facilities and the holders of the Senior Notes to accelerate the repayment of such debt and may result in the acceleration of the repayment of any other debt to which a cross-acceleration or cross-default provision applies. In addition, an event of default under the Credit Agreement would also permit the lenders under the Senior Credit Facilities to terminate all other commitments to extend additional credit under the Senior Credit Facilities.

Furthermore, if Outdoor Americas were unable to repay the amounts due and payable under the Senior Credit Facilities, those lenders could proceed against the collateral that secures such indebtedness. In the event Outdoor Americas’ creditors accelerate the repayment of its borrowings, Outdoor Americas and its subsidiaries may not have sufficient assets to repay that indebtedness.

Despite Outdoor Americas’ substantial indebtedness level, it and its subsidiaries may be able to incur substantially more indebtedness, including secured indebtedness. This could further exacerbate the risks to Outdoor Americas’ financial condition described above.

Outdoor Americas and its subsidiaries may incur significant additional indebtedness in the future, including secured indebtedness. Although the indenture governing the Senior Notes and the Credit Agreement contain restrictions on the incurrence of additional indebtedness and additional liens, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness, including secured indebtedness, incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent Outdoor Americas from incurring obligations that do not constitute indebtedness. If new debt is added to Outdoor Americas’ current debt levels, the related risks that it and its subsidiaries now face would increase.

Outdoor Americas’ variable-rate indebtedness subjects it to interest rate risk, which could cause its debt service obligations to increase significantly.

Borrowings under the Senior Credit Facilities are at variable rates of interest and expose Outdoor Americas to interest rate risk. If interest rates increase, Outdoor Americas’ debt service obligations on the variable-rate indebtedness will increase, even though the amount borrowed remains the same, and Outdoor Americas’ net income and cash flows will correspondingly decrease. At Outdoor Americas’ level of indebtedness, as of March 31, 2014, each 1/8% change in Outdoor Americas’ interest rates on its variable-rate indebtedness would have resulted in an approximate $1 million change in annual estimated interest expense. In the future, Outdoor Americas may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce future interest rate volatility. However, Outdoor Americas may not elect to maintain such interest rate swaps with respect to any of its variable-rate indebtedness, and any swaps Outdoor Americas enters into may not fully mitigate its interest rate risk.

Hedging transactions could have a negative effect on Outdoor Americas’ results of operations.

Outdoor Americas may enter into hedging transactions, including without limitation, with respect to foreign currency exchange rates and interest rate exposure on one or more of its assets or liabilities. The use of hedging transactions involves certain risks, including: (1) the possibility that the market will move in a manner or direction that would have resulted in a gain for Outdoor Americas had a hedging transaction not been utilized, in which case Outdoor Americas’ performance would have been better had it not engaged in the hedging transaction; (2) the risk of an imperfect correlation between the risk sought to be hedged and the hedging transaction used; (3) the potential illiquidity for the hedging instrument used, which may make it difficult for Outdoor Americas to close out or unwind a hedging transaction; (4) the possibility that Outdoor Americas’ counterparty fails to honor its obligations; and (5) the possibility that Outdoor Americas may have to post collateral to enter into hedging transactions, which it may lose if it is unable to honor its obligations. Following the separation, Outdoor Americas intends to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes, as a result of which it will have limitations on its income sources, and the hedging strategies available to it will be more limited than those available to companies that are not REITs. See “Material U.S. Federal Income Tax Consequences of an Investment in Outdoor Americas Common Stock.”

Outdoor Americas may establish an operating partnership, which could result in conflicts of interests between its stockholders and holders of its operating partnership units and could limit Outdoor Americas’ liquidity or flexibility.

In the future, if Outdoor Americas elects and qualifies to be taxed as a REIT for U.S. federal income tax purposes, it may establish an operating partnership. If Outdoor Americas establishes an operating partnership,

persons holding operating partnership units may have the right to vote on certain amendments to the partnership agreement of Outdoor Americas’ operating partnership, as well as on certain other matters. Unitholders holding these voting rights may be able to exercise them in a manner that conflicts with the interests of Outdoor Americas’ stockholders. Circumstances may arise in the future when the interests of unitholders in Outdoor Americas’ operating partnership conflict with the interests of its stockholders. As the sole member of the general partner of the operating partnership or as the managing member, Outdoor Americas would have fiduciary duties to the unitholders of the operating partnership that may conflict with duties that Outdoor Americas’ officers and directors owe to Outdoor Americas.

In addition, if Outdoor Americas establishes an operating partnership, it may acquire certain assets by issuing units in Outdoor Americas’ operating partnership in exchange for an asset owner contributing the asset to the partnership or a subsidiary. If Outdoor Americas enters into such transactions, in order to induce the contributors of such assets to accept units in Outdoor Americas’ operating partnership, rather than cash, in exchange for their assets, it may be necessary for Outdoor Americas to provide them additional incentives. For instance, Outdoor Americas’ operating partnership’s limited partnership or limited liability company agreement may provide that any unitholder of its operating partnership may exchange units for cash equal to the value of an equivalent number of shares of Outdoor Americas common stock or, at Outdoor Americas’ option, for shares of its common stock on a one-for-one basis. Outdoor Americas may also enter into additional contractual arrangements with asset contributors under which it would agree to repurchase a contributor’s units for shares of its common stock or cash, at the option of the contributor, at set times. If the contributor required Outdoor Americas to repurchase units for cash pursuant to such a provision, it would limit Outdoor Americas’ liquidity and thus its ability to use cash to make other investments, satisfy other obligations or make distributions to stockholders. Moreover, if Outdoor Americas were required to repurchase units for cash at a time when it did not have sufficient cash to fund the repurchase, it might be required to sell one or more assets to raise funds to satisfy this obligation. Furthermore, Outdoor Americas might agree that if distributions the contributor received as a unitholder in Outdoor Americas’ operating partnership did not provide the contributor with a defined return, then upon redemption of the contributor’s units it would pay the contributor an additional amount necessary to achieve that return. Such a provision could further negatively impact Outdoor Americas’ liquidity and flexibility. Finally, in order to allow a contributor of assets to defer taxable gain on the contribution of assets to Outdoor Americas’ operating partnership, Outdoor Americas might agree not to sell a contributed asset for a defined period of time or until the contributor exchanged the contributor’s units for cash or shares. Such an agreement would prevent Outdoor Americas from selling those properties, even if market conditions made such a sale favorable to it.

Outdoor Americas could suffer losses due to asset impairment charges for goodwill.

A significant portion of Outdoor Americas’ assets consists of goodwill. Outdoor Americas tests goodwill for impairment during the fourth quarter of each year and between annual tests if events or circumstances require an interim impairment assessment. A downward revision in the estimated fair value of a reporting unit could result in a noncash impairment charge. Any such impairment charge could have a material adverse effect on Outdoor Americas’ reported net income.

Outdoor Americas faces diverse risks in its international business, which could adversely affect its business, financial condition and results of operations.

Outdoor Americas’ International segment contributed 13% to total revenues in 2013, 14% to total revenues in 2012 and 18% to total revenues in 2011. Inherent risks in Outdoor Americas’ international business activities could decrease its International sales and have an adverse effect on its business, financial condition and results of operations. These risks include potentially unfavorable foreign economic conditions, political conditions or national priorities, foreign government regulation, potential expropriation of assets by foreign governments, the failure to bridge cultural differences and limited or prohibited access to its foreign operations and the support they provide. Outdoor Americas may also have difficulty repatriating profits or be adversely affected by exchange rate fluctuations in its international business.

If Outdoor Americas’ security measures are breached, it may face liability, and public perception of its services could be diminished, which would negatively impact its ability to attract business partners and advertisers.

Although Outdoor Americas has implemented physical and electronic security measures to protect against the loss, misuse and alteration of its websites, digital assets and proprietary business information as well as consumer, business partner and advertiser personally identifiable information, no security measures are perfect and impenetrable and Outdoor Americas may be unable to anticipate or prevent unauthorized access. A security breach could occur due to the actions of outside parties, employee error, malfeasance or a combination of these or other actions. If an actual or perceived breach of Outdoor Americas’ security occurs, it could lose competitively sensitive business information or suffer disruptions to its business operations. In addition, the public perception of the effectiveness of Outdoor Americas’ security measures or services could be harmed, it could lose consumers, business partners and advertisers, and it could suffer financial exposure in connection with remediation efforts, investigations and legal proceedings and changes in its security and system protection measures.

Outdoor Americas will have the right to use the “CBS” mark and logo only for a limited period of time. If Outdoor Americas fails to establish in a timely manner a new, independently recognized brand name with a strong reputation, its revenue and profitability could decline.

In connection with its initial public offering, Outdoor Americas entered into a license agreement with a wholly owned subsidiary of CBS, pursuant to which Outdoor Americas has the right to use “CBS” in the corporate names of Outdoor Americas and its subsidiaries for up to 90 days following the separation. Pursuant to the license agreement, Outdoor Americas will also have the right to use the “CBS” mark and the “CBS” logo on Outdoor Americas’ outdoor advertising billboards for up to eighteen (18) months following the separation. Outdoor Americas and CBS intend to enter into certain amendments to the license agreement in connection with the completion of the exchange offer. When Outdoor Americas’ right to use the CBS brand name and logo expires, Outdoor Americas may not be able to maintain or enjoy comparable name recognition or status under Outdoor Americas’ new brand. If Outdoor Americas is unable to successfully manage the transition of its business to a new brand, Outdoor Americas’ business could be adversely affected. See “Agreements Between CBS and Outdoor Americas and Other Related Party Transactions—Agreements Between CBS and Outdoor Americas Relating to the Exchange Offer or the Separation.”

The historical and pro forma financial information that Outdoor Americas has included in this prospectus may not be representative of the results it would have achieved as a stand-alone public company and may not be a reliable indicator of its future results.

The historical consolidated and unaudited pro forma condensed consolidated financial statements that Outdoor Americas has included in this prospectus have been presented on a “carve-out” basis from CBS’s consolidated financial statements using the historical results of operations, cash flows, assets and liabilities attributable to CBS’s Outdoor Americas operating segment and include allocations of expenses from CBS. As a result, Outdoor Americas’ historical and pro forma financial statements may not necessarily reflect what Outdoor Americas’ financial condition, results of operations or cash flows would have been had Outdoor Americas been an independent, stand-alone entity during the periods presented or those that it will be in the future. Outdoor Americas was not operated as a separate, stand-alone company for the historical periods presented. Therefore, Outdoor Americas’ consolidated historical financial statements that have been included in this prospectus may not necessarily be indicative of what Outdoor Americas’ financial condition, results of operations or cash flows will be in the future. For additional information, see “Outdoor Americas Selected Consolidated Financial Data,” “CBS Outdoor Americas Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Outdoor Americas” and Outdoor Americas’ financial statements and related notes thereto included elsewhere in this prospectus.

Outdoor Americas’ cash available for distribution to stockholders may not be sufficient to make distributions at expected levels, and it may need to borrow in order to make such distributions or may not be able to make such distributions in full.

Distributions that Outdoor Americas makes will be authorized and determined by Outdoor Americas’ board of directors in its sole discretion out of funds legally available therefor. While Outdoor Americas anticipates maintaining relatively stable distribution(s) during each year, the amount, timing and frequency of distributions will be at the sole discretion of its board of directors and will be declared based upon various factors, including, but not limited to: the amount and timing of Purging Distribution(s), future taxable income, limitations contained in debt instruments, debt service requirements, operating cash inflows and outflows, including capital expenditures and acquisitions, limitations on Outdoor Americas’ ability to use cash generated in the TRSs to fund distributions and applicable law. Outdoor Americas may need to increase its borrowings in order to fund its intended distributions. See “Summary—Distribution Policy.”

Risks Related to Outdoor Americas’ REIT Election and Outdoor Americas’ Status as a REIT

Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a negative effect on Outdoor Americas.

The rules dealing with U.S. federal income taxation are continually under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury (the “Treasury”). Changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect Outdoor Americas or its investors. Outdoor Americas cannot predict how changes in the tax laws might affect it or its investors. New legislation, Treasury or tax regulations, administrative interpretations or court decisions could significantly and negatively affect Outdoor Americas’ ability to qualify to be taxed as a REIT or the U.S. federal income tax consequences to Outdoor Americas and its investors of such qualification.

On February 26, 2014, the Chairman of the Ways and Means Committee of the U.S. House of Representatives released draft proposals titled the Tax Reform Act of 2014 that include several provisions that would impact Outdoor Americas’ ability to qualify to be taxed as a REIT. Under the draft proposals, in the case of a tax-free separation of a parent and a subsidiary such as the split-off, both the parent and the newly separated subsidiary would be prohibited from qualifying as a REIT for 10 years following such tax-free separation. In addition, the draft proposals would impose immediate corporate level tax on the built-in gain in the assets of every C corporation that elects to be treated as a REIT, effective for elections made after February 26, 2014. The draft proposals would also require that a REIT distribute earnings and profits accumulated prior to its conversion to a REIT in cash, rather than a combination of cash and stock, effective for distributions made after February 26, 2014. Finally, the proposals would, effective December 31, 2016, exclude all tangible property with a depreciable class life of less than 27.5 years (such as the advertising structures and sites owned and leased by Outdoor Americas) from the definition of “real property” for purposes of the REIT asset and income tests. If any of these proposals or legislation containing similar provisions, with such effective dates, were to become law, it could eliminate Outdoor Americas’ ability to qualify to be taxed as a REIT and Outdoor Americas would be subject to U.S. federal income tax on its taxable income at regular corporate rates. Any resulting corporate tax liability could be substantial and would reduce the amount of cash available for distribution to holders of Outdoor Americas common stock, which in turn could have an adverse impact on the value of Outdoor Americas common stock.

If Outdoor Americas does not qualify to be taxed as a REIT, or fails to remain qualified as a REIT, Outdoor Americas will be subject to U.S. federal income tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to Outdoor Americas stockholders.

Outdoor Americas intends to operate in a manner that will allow Outdoor Americas to qualify to be taxed as a REIT for U.S. federal income tax purposes. Outdoor Americas has received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP (“REIT Tax Counsel”), with respect to its qualification to be taxed as a REIT. Investors

should be aware, however, that opinions of counsel are not binding on the IRS or any court. The opinion of REIT Tax Counsel represents only the view of REIT Tax Counsel, based on its review and analysis of existing law and on certain representations as to factual matters and covenants made by CBS and Outdoor Americas, including representations relating to the values of Outdoor Americas’ assets and the sources of its income. The opinion was expressed as of the date issued. REIT Tax Counsel will have no obligation to advise CBS, Outdoor Americas, or the holders of Outdoor Americas common stock of any subsequent changes in the matters stated, represented or assumed or of any subsequent change in applicable law. Furthermore, both the validity of the opinion of REIT Tax Counsel and Outdoor Americas’ qualification to be taxed as a REIT will depend on satisfaction by Outdoor Americas of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis, and compliance with these requirements will not be monitored by REIT Tax Counsel. Outdoor Americas’ ability to satisfy the asset tests depends upon its analysis of the characterization and fair market values of its assets, some of which are not susceptible to a precise determination, and for which it will not obtain independent appraisals.

CBS has received a private letter ruling from the IRS with respect to certain issues relevant to Outdoor Americas’ qualification to be taxed as a REIT. In general, the ruling provides, among other things, subject to the terms and conditions contained therein, that Outdoor Americas’ lease revenues from certain advertising structure and sites and certain services that Outdoor Americas, an independent contractor or a TRS may provide, directly or through subsidiaries, to its customers, will enable it to qualify to be taxed as a REIT. Although Outdoor Americas may generally rely upon the ruling, no assurance can be given that the IRS will not challenge its qualification to be taxed as a REIT if the representations made by CBS are inaccurate or on the basis of other issues or facts outside the scope of the ruling. If Outdoor Americas were to fail to qualify to be taxed as a REIT in any taxable year, it would be subject to U.S. federal income tax, including any applicable alternative minimum tax, on its taxable income at regular corporate rates, and dividends paid to its stockholders would not be deductible by it in computing its taxable income. Any resulting corporate tax liability could be substantial and would reduce the amount of cash available for distribution to holders of Outdoor Americas common stock, which in turn could have an adverse impact on the value of Outdoor Americas common stock. Unless Outdoor Americas were entitled to relief under certain Code provisions, it would also be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which it failed to qualify to be taxed as a REIT.

Qualifying to be taxed as a REIT involves highly technical and complex provisions of the Code, and failure to comply with these provisions could jeopardize Outdoor Americas’ REIT qualification.

Qualification to be taxed as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrative authorities exist. Even a technical or inadvertent failure to comply with these provisions could jeopardize Outdoor Americas’ REIT qualification. Outdoor Americas’ qualification to be taxed as a REIT will depend on its satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In addition, its ability to satisfy the requirements to qualify to be taxed as a REIT may depend in part on the actions of third parties over which it has no control or only limited influence.

The ownership limitations that apply to REITs, as prescribed by the Code and by Outdoor Americas’ charter, may inhibit market activity in the shares of Outdoor Americas common stock and restrict its business combination opportunities.

In order for Outdoor Americas to qualify to be taxed as a REIT, not more than 50% in value of the outstanding shares of Outdoor Americas stock may be owned, beneficially or constructively, by five or fewer individuals, as defined in the Code to include certain entities, at any time during the last half of each taxable year after the first year for which it elects to qualify to be taxed as a REIT. Additionally, at least 100 persons must beneficially own Outdoor Americas stock during at least 335 days of a taxable year (other than the first taxable year for which it elects to be taxed as a REIT). Subject to certain exceptions, Outdoor Americas’ charter

authorizes its board of directors to take such actions as are necessary and desirable to preserve its qualification to be taxed as a REIT. Its charter also provides that, unless exempted by the board of directors, no person may own more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of Outdoor Americas common stock or 9.8% in value of the aggregate outstanding shares of all classes and series of Outdoor Americas stock, including if repurchases by Outdoor Americas cause a person’s holdings to exceed such limitations. See “Description of Capital Stock of Outdoor Americas—Restrictions on Ownership and Transfer” and “Material U.S. Federal Income Tax Consequences of an Investment in Outdoor Americas Common Stock.” Outdoor Americas’ board of directors has granted CBS and certain of its affiliates exemptions from the ownership limits applicable to other holders of Outdoor Americas common stock, subject to certain initial and ongoing conditions designed to protect Outdoor Americas’ status as a REIT. The constructive ownership rules are complex and may cause shares of stock owned directly or constructively by a group of related individuals to be constructively owned by one individual or entity. These ownership limits could delay or prevent a transaction or a change in control of Outdoor Americas that might involve a premium price for shares of its stock or otherwise be in the best interests of its stockholders.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum U.S. federal income tax rate applicable to income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts or estates is currently 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates. Although these rules do not adversely affect the taxation of REITs, the more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts or estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including Outdoor Americas common stock.

REIT distribution requirements could adversely affect Outdoor Americas’ ability to execute Outdoor Americas’ business plan.

To maintain REIT status, Outdoor Americas must meet a number of organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gains. See “Material U.S. Federal Income Tax Consequences of an Investment in Outdoor Americas Common Stock.” To the extent that Outdoor Americas satisfies this distribution requirement and qualifies for taxation as a REIT but distributes less than 100% of its REIT taxable income, determined without regard to the dividends-paid deduction and including any net capital gains, it will be subject to U.S. federal corporate income tax on its undistributed net taxable income. In addition, Outdoor Americas will be subject to a nondeductible 4% excise tax if the amount that it actually distributes to its stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. Outdoor Americas intends to make distributions to its stockholders to comply with the REIT requirements of the Code.

From time to time, Outdoor Americas may generate taxable income greater than its cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. If Outdoor Americas does not have other funds available in these situations, it could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to enable it to pay out enough of its taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase its costs or reduce its equity. Thus, compliance with the REIT requirements may hinder Outdoor Americas’ ability to grow, which could adversely affect the value of Outdoor Americas common stock.

To fund its growth strategy and refinance its indebtedness, Outdoor Americas may depend on external sources of capital, which may not be available to it on commercially reasonable terms or at all.

To maintain REIT status, Outdoor Americas must meet a number of organizational and operational requirements, including a requirement that it annually distributes to its stockholders at least 90% of its REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gains. See “Material U.S. Federal Income Tax Consequences of an Investment in Outdoor Americas Common Stock.” As a result of these requirements, Outdoor Americas may not be able to fund future capital needs, including any necessary acquisition financing, solely from operating cash flows. Consequently, Outdoor Americas expects to rely on third-party capital market sources for debt or equity financing to fund its business strategy. In addition, Outdoor Americas will likely need third-party capital market sources to refinance its indebtedness at maturity. Continued or increased turbulence in the United States or international financial markets and economies could adversely impact Outdoor Americas’ ability to replace or renew maturing liabilities on a timely basis or access the capital markets to meet liquidity and capital expenditure requirements and may result in adverse effects on its business, financial condition and results of operations. As such, Outdoor Americas may not be able to obtain financing on favorable terms or at all. Outdoor Americas’ access to third-party sources of capital also depends, in part, on:

In addition, Outdoor Americas’ ability to access additional capital may be limited by the terms of the indebtedness it incurred in connection with its formation transactions, which may restrict its incurrence of additional debt. If Outdoor Americas cannot obtain capital when needed, it may not be able to acquire or develop properties when strategic opportunities arise or refinance its debt, which could have an adverse effect on its business, financial condition and results of operations.

Even if Outdoor Americas qualifies and remains qualified to be taxed as a REIT, it may face other tax liabilities that reduce its cash flow.

Even if Outdoor Americas qualifies and remains qualified for taxation as a REIT, it may be subject to certain U.S. federal, state and local taxes on its income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes. See “Material U.S. Federal Income Tax Consequences of an Investment in Outdoor Americas Common Stock—Taxation of Outdoor Americas.” For example, in order to meet the REIT qualification requirements, Outdoor Americas may hold some of its assets or conduct certain of its activities through one or more TRSs or other subsidiary corporations that will be subject to foreign, federal, state and local corporate-level income taxes as regular C corporations. In addition, Outdoor Americas may incur a 100% excise tax on transactions with a TRS if the transactions are not conducted on an arm’s-length basis. Any of these taxes would decrease cash available for distribution to holders of Outdoor Americas common stock.

Complying with REIT requirements may cause Outdoor Americas to liquidate investments or forgo otherwise attractive opportunities.

To qualify to be taxed as a REIT for U.S. federal income tax purposes, Outdoor Americas must ensure that, at the end of each calendar quarter, at least 75% of the value of its assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code), including certain mortgage loans and securities. The remainder of its investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of Outdoor Americas’ total assets (other than government securities, qualified real estate assets

and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 25% of the value of its total assets can be represented by securities of one or more TRSs. See “Material U.S. Federal Income Tax Consequences of an Investment in Outdoor Americas Common Stock—Taxation of Outdoor Americas.” If Outdoor Americas fails to comply with these requirements at the end of any calendar quarter, it must correct the failure within 30 days after the end of the calendar quarter of qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a result, Outdoor Americas may be required to liquidate or forgo otherwise attractive investments. These actions could have the effect of reducing Outdoor Americas’ income and amounts available for distribution to holders of Outdoor Americas common stock.

In addition to the assets tests set forth above, to qualify to be taxed as a REIT Outdoor Americas must continually satisfy tests concerning, among other things, the sources of its income, the amounts it distributes to its stockholders and the ownership of its stock. Outdoor Americas may be unable to pursue investments that would be otherwise advantageous to it in order to satisfy the source-of-income or asset-diversification requirements for qualifying to be taxed as a REIT. Thus, compliance with the REIT requirements may hinder Outdoor Americas’ ability to make certain attractive investments.

Complying with REIT requirements may depend on Outdoor Americas’ ability to contribute certain contracts to a taxable REIT subsidiary.

Outdoor Americas’ ability to satisfy certain REIT requirements may depend on it contributing to a TRS certain contracts, or portions of certain contracts, with respect to outdoor advertising assets that do not qualify as real property for purposes of the REIT asset tests. Moreover, Outdoor Americas’ ability to satisfy the REIT requirements may depend on it properly allocating between Outdoor Americas and its TRS the revenue or cost, as applicable, associated with the portion of any such contract contributed to the TRS. There can be no assurance that the IRS will not determine that such contribution was not a true contribution as between Outdoor Americas and its TRS or that it did not properly allocate the applicable revenues or costs. Were the IRS successful in such a challenge, it could adversely impact Outdoor Americas’ ability to qualify to be taxed as a REIT or its effective tax rate and tax liability.

Outdoor Americas’ planned use of taxable REIT subsidiaries may cause it to fail to qualify to be taxed as a REIT.

The net income of Outdoor Americas’ TRSs is not required to be distributed to Outdoor Americas, and income that is not distributed to Outdoor Americas generally will not be subject to the REIT income distribution requirement. However, there may be limitations on Outdoor Americas’ ability to accumulate earnings in its TRSs and the accumulation or reinvestment of significant earnings in its TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in its TRSs causes the fair market value of Outdoor Americas’ securities in its TRSs and certain other nonqualifying assets to exceed 25% of the fair market value of Outdoor Americas’ assets, Outdoor Americas would fail to qualify to be taxed as a REIT.

Complying with REIT requirements may limit Outdoor Americas’ ability to hedge effectively and may cause it to incur tax liabilities.

The REIT provisions of the Code substantially limit Outdoor Americas’ ability to hedge its assets and liabilities. Any income from a hedging transaction that Outdoor Americas enters into primarily to manage risk of currency fluctuations or to manage risk of interest rate changes with respect to borrowings made or to be made or to acquire or carry real estate assets does not constitute “gross income” for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. To the extent that Outdoor Americas enters into other types of hedging transactions or fails to properly identify such a transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests. See “Material U.S. Federal Income Tax Consequences of an Investment in Outdoor Americas Common

Stock—Taxation of Outdoor Americas.” As a result of these rules, Outdoor Americas may be required to limit its use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of its hedging activities because its TRS may be subject to tax on gains or expose Outdoor Americas to greater risks associated with changes in interest rates that it would otherwise choose to bear. In addition, losses in Outdoor Americas’ TRS will generally not provide any tax benefit, except that such losses could theoretically be carried back or forward against past or future taxable income in the TRS.

Outdoor Americas expects to pay the Purging Distribution(s) in common stock and cash and may in the future pay taxable dividends on Outdoor Americas common stock in common stock and cash, and the issuance of additional common stock may cause the market price of Outdoor Americas common stock to decline.

If CBS completes the separation by means of the split-off, CBS will allocate its earnings and profits between CBS and Outdoor Americas in accordance with provisions of the Code. In order to comply with certain REIT qualification requirements, Outdoor Americas will make the Purging Distribution(s) by declaring a dividend to holders of Outdoor Americas common stock to distribute any accumulated earnings and profits attributable to a non-REIT year, including any earnings and profits allocated to Outdoor Americas by CBS in connection with the split-off. Outdoor Americas expects to pay the Purging Distribution(s) in a combination of cash and Outdoor Americas common stock. Assuming a ratio of Outdoor Americas equity value to CBS’s equity value of approximately 10%, Outdoor Americas currently estimates that the Purging Distribution(s) will total approximately $500 million, of which approximately 20%, or $100 million, will be paid in cash and approximately 80%, or $400 million, will be paid in shares of Outdoor Americas common stock. The actual amount of the Purging Distribution(s) will be calculated as of a future date and could be materially different from current estimates based on a number of factors, including (1) the relative equity values of Outdoor Americas and CBS, (2) the timing of the split-off and (3) the financial performance of CBS, Outdoor Americas and their respective subsidiaries through the closing of the split-off. Accordingly, these estimates should not be relied upon as an indicator of what the actual cash portion and stock portion of the Purging Distribution(s) will be. Each percentage point change to the ratio of Outdoor Americas equity value to CBS’s equity value would result in a change to the estimated $500 million Purging Distribution(s) of approximately $50 million.

If Outdoor Americas makes the Purging Distribution(s) or future dividends payable in cash and shares of Outdoor Americas common stock, stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of Outdoor Americas’ current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, and may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. If a taxable stockholder sells the stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of Outdoor Americas common stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, Outdoor Americas may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of holders of Outdoor Americas common stock determine to sell shares of Outdoor Americas common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of Outdoor Americas common stock. Moreover, if Outdoor Americas’ per share FFO decreases as a result of the Purging Distribution(s), it may put downward pressure on the trading price of Outdoor Americas common stock.

If the total cash payable to stockholders in the Purging Distribution(s) is limited, the amount of cash received by each stockholders is dependent on the election of other stockholders.

Outdoor Americas expects to limit the total amount of cash payable in the Purging Distribution(s) to a maximum of 20% of the total value of the Purging Distribution(s) (the “Cash Limitation”). The balance of the Purging Distribution(s) will be in the form of shares of Outdoor Americas common stock. Each holder of Outdoor Americas common stock will be permitted to elect to receive the stockholders’ entire entitlement under the Purging Distribution(s) in either cash or Outdoor Americas common stock, subject to the Cash Limitation. The Cash Limitation will in no event be less than 20% of each Purging Distribution declaration (without regard to any cash that may be paid in lieu of fractional shares), although it is currently expected to comprise approximately 20% of each Purging Distribution. If holders of Outdoor Americas common stock elect to receive an amount of cash in excess of the Cash Limitation, each such stockholders will receive a pro rata amount of cash corresponding to the such stockholders’ respective entitlement under the Purging Distribution declaration. Therefore, Outdoor Americas stockholders may not receive exactly the dividend that they elect and may receive a pro rata amount of the Cash Limitation and shares of Outdoor Americas common stock.

If Outdoor Americas fails to meet the REIT income tests as a result of receiving non-qualifying rental income, it would be required to pay a penalty tax in order to retain its REIT status.

As described above, CBS indirectly owns approximately 81% of the outstanding Outdoor Americas common stock. Outdoor Americas’ board of directors has granted CBS and certain of its affiliates a waiver of the ownership restrictions contained in Outdoor Americas’ charter, subject to certain initial and ongoing conditions designed to protect its status as a REIT. Notwithstanding the satisfaction of such conditions, certain income Outdoor Americas receives could be treated as non-qualifying income for purposes of the REIT requirements. See “Material U.S. Federal Income Tax Consequences of an Investment in Outdoor Americas Common Stock—Taxation of Outdoor Americas—Income Tests—Rents from Real Property.” Even if Outdoor Americas has reasonable cause for a failure to meet the REIT income tests as a result of receiving non-qualifying rental income, it would nonetheless be required to pay a penalty tax in order to retain its REIT status.

Even if Outdoor Americas qualifies to be taxed as a REIT, it could be subject to tax on any unrealized net built-in gains in the assets held before electing to be treated as a REIT.

Following the REIT election, Outdoor Americas will own appreciated assets that were held by a C corporation and were acquired by Outdoor Americas in a transaction in which the adjusted tax basis of the assets in its hands is determined by reference to the adjusted tax basis of the assets in the hands of the C corporation. If Outdoor Americas disposes of any such appreciated assets in a taxable transaction during the 10-year period following its acquisition of the assets from the C corporation (i.e., during the 10-year period following its qualification to be taxed as a REIT), it will be subject to tax at the highest corporate tax rates on any gain from such assets to the extent of the excess of the fair market value of the assets on the date that they were acquired by Outdoor Americas (i.e., at the time that Outdoor Americas became a REIT) over the adjusted tax basis of such assets on such date, which are referred to as built-in gains. Outdoor Americas would be subject to this tax liability even if it qualifies to be taxed and maintains its status as a REIT. Any recognized built-in gain will retain its character as ordinary income or capital gain and will be taken into account in determining REIT taxable income and Outdoor Americas’ distribution requirement for the year such gain is recognized. Any tax on the recognized built-in gain will reduce REIT taxable income. Outdoor Americas may choose not to sell in a taxable transaction appreciated assets that it might otherwise sell during the 10-year period in which the built-in gain tax applies in order to avoid the built-in gain tax. However, there can be no assurances that such a taxable transaction will not occur. If Outdoor Americas sells such assets in a taxable transaction, the amount of corporate tax that it will pay will vary depending on the actual amount of net built-in gain or loss present in those assets as of the time Outdoor Americas became a REIT. The amount of tax could be significant.

The IRS may deem the gains from sales of Outdoor Americas’ outdoor advertising assets to be subject to a 100% prohibited transaction tax.

From time to time, Outdoor Americas may sell outdoor advertising assets. The IRS may deem one or more sales of Outdoor Americas’ outdoor advertising assets to be “prohibited transactions” (generally, sales or other dispositions of property that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business). If the IRS takes the position that Outdoor Americas has engaged in a “prohibited transaction,” the gain Outdoor Americas recognizes from such sale would be subject to a 100% tax. Outdoor Americas does not intend to hold outdoor advertising assets as inventory or for sale in the ordinary course of business; however, whether property is held as inventory or “primarily for sale to customers in the ordinary course of a trade or business” depends on the particular facts and circumstances and there is no assurance that Outdoor Americas’ position will not be challenged by the IRS especially if Outdoor Americas makes frequent sales or sales of outdoor advertising assets in which it has short holding periods.

Outdoor Americas has no operating history as a REIT, and its inexperience may impede its ability to successfully manage its business or implement effective internal controls.

Outdoor Americas has no operating history as a REIT. Outdoor Americas cannot assure you that its past experience will be sufficient to successfully operate its company as a REIT. Outdoor Americas is in the process of implementing substantial control systems and procedures in order to maintain the possibility of qualifying to be taxed as a REIT. As a result, Outdoor Americas is incurring and will continue to incur significant legal, accounting and other expenses that it has not previously incurred, and management and other personnel will need to devote a substantial amount of time to comply with these rules and regulations and establish the corporate infrastructure and controls demanded of a REIT. These costs and time commitments could be substantially more than currently expected. Therefore, Outdoor Americas’ historical combined consolidated and unaudited pro forma condensed combined consolidated financial statements may not be indicative of its future costs and performance as a REIT.

Your investment will be subject to different risks after the exchange offer regardless of whether you elect to participate in the exchange offer.

Holders of CBS Class B common stock will be affected by the exchange offer as follows:

Regardless of whether you tender your shares of CBS common stock, the shares you hold after the completion of the exchange offer will reflect a different investment from the investment you previously held.

The exchange offer and related transactions will result in a substantial amount of Outdoor Americas common stock entering the market, which may adversely affect the market price of Outdoor Americas common stock.

Immediately before the commencement of the exchange offer, CBS owned 97,000,000 shares of Outdoor Americas common stock in the aggregate, representing approximately 81% of Outdoor Americas’ outstanding common stock. Assuming the completion of the exchange offer and that it is fully subscribed, CBS will distribute 97,000,000 shares of Outdoor Americas common stock in the aggregate in the exchange offer, as a result of which all shares of Outdoor Americas common stock not held by its affiliates will be freely tradable. If the exchange offer is not fully subscribed, CBS may in the future complete subsequent exchange offers and/or distribute its remaining shares of Outdoor Americas common stock on a pro rata basis to CBS stockholders whose shares of CBS Class B common stock remain outstanding after consummation of the exchange offer(s). The distribution of such a large number of shares of Outdoor Americas common stock in the exchange offer and any subsequent exchange offers or a distribution of its Outdoor Americas common stock on a pro rata basis to CBS stockholders could adversely affect the market price of Outdoor Americas common stock.

The trading prices of shares of CBS Class B common stock and Outdoor Americas common stock will fluctuate and the final per-share values used in determining the exchange ratio may not be indicative of future trading prices.

The price history for shares of CBS Class B common stock and Outdoor Americas common stock may not provide investors with a meaningful basis for evaluating an investment in either company’s common stock. Outdoor Americas has been a publicly traded company only since April 2014. The trading prices of CBS Class B common stock have risen 94% over the last two years from June 11, 2012 to June 10, 2014. As a result, the prior performance of CBS Class B common stock and Outdoor Americas common stock may not be indicative of the performance of their common stock after the exchange offer. In addition, the indicative and final per share values used in determining the exchange ratio may not be indicative of the prices at which CBS Class B common stock and Outdoor Americas common stock will trade after the exchange offer is completed.

Tendering CBS stockholders may receive Outdoor Americas common stock at a reduced discount or may not receive any discount in the exchange offer.

The exchange offer is designed to permit you to exchange your shares of CBS Class B common stock for shares of Outdoor Americas common stock at a 7% discount. Stated another way, subject to the limitations described below, for each $100 of your shares of CBS Class B common stock accepted in the exchange offer, you will receive approximately $107.53 of Outdoor Americas common stock based on the Average CBS Price and the Average Outdoor Americas Price.

The number of shares of Outdoor Americas common stock that you can receive in the exchange offer is, however, subject to an upper limit of 2.1917 shares of Outdoor Americas common stock for each share of CBS Class B common stock accepted in the exchange offer. The upper limit ensures that any unusual or unexpected decrease in the trading price of Outdoor Americas common stock, relative to the trading price of CBS Class B common stock, would not result in an unduly high number of shares of Outdoor Americas common stock being exchanged for each share of CBS Class B common stock accepted in the exchange offer. As a result, you may receive less than $107.53 of Outdoor Americas common stock for each $100 of CBS Class B common stock accepted in the exchange offer, depending on the Average CBS Price and the Average Outdoor Americas Price. Because of the upper limit, if there is a decrease of sufficient magnitude in the trading price for shares of Outdoor Americas common stock relative to the trading price of shares of CBS Class B common stock, or if there is an increase of sufficient magnitude in the trading price for shares of CBS Class B common stock relative to the trading price for shares of Outdoor Americas common stock during the Averaging Period, you may not receive $107.53 of Outdoor Americas common stock for each $100 of CBS Class B common stock accepted, and could receive much less.

In addition, there is no assurance that you will be able to sell shares of Outdoor Americas common stock that you receive in the exchange offer at prices comparable to the Average Outdoor Americas Price.

There may also be circumstances under which you would receive fewer shares of Outdoor Americas common stock than you would have received if the exchange ratio were determined using the closing prices for shares of CBS Class B common stock and Outdoor Americas common stock on the expiration date of the exchange offer. For example, if the trading price of shares of CBS Class B common stock were to increase during the Averaging Period, the Average CBS Price would likely be lower than the closing price of shares of CBS Class B common stock on the expiration date of the exchange offer. As a result, you may receive fewer shares of Outdoor Americas common stock for each share of CBS Class B common stock than you would have if the Average CBS Price were calculated on the basis of the closing price of shares of CBS Class B common stock on the expiration date of the exchange offer.

If the upper limit is in effect on the expiration date of the exchange offer (currently expected to be July 9, 2014), then the final exchange ratio will be fixed at the upper limit, and the exchange offer will be automatically extended until 12:00 midnight, New York City time, on the second following trading day to permit stockholders to tender or withdraw their shares of CBS Class B common stock during those days. Any changes in the prices of CBS Class B common stock or Outdoor Americas common stock on those additional days of the exchange offer period will not affect the final exchange ratio. In other words, the number of shares of Outdoor Americas common stock that holders will receive will not change as a result of changes in the prices of Outdoor Americas common stock or CBS Class B common stock on those additional days that would otherwise have affected the ratio had those movements occurred during the Averaging Period.

Participating CBS stockholders will experience some delay in receiving shares of Outdoor Americas common stock (and cash in lieu of fractional shares of Outdoor Americas common stock, if any) for shares of CBS Class B common stock that are accepted in the exchange offer.

Tendering CBS stockholders whose shares of CBS Class B common stock have been accepted for exchange will not be able to sell the shares of Outdoor Americas common stock to be received until the distribution of shares of Outdoor Americas common stock to individual stockholders has been completed, which Outdoor Americas and CBS expect to occur promptly following the expiration of the exchange offer. Consequently, if the market price for shares of Outdoor Americas common stock should decrease or increase during that period, the relevant stockholder would not be able to stop any losses or recognize any gain by selling the shares of Outdoor Americas common stock. Similarly, you will not be able to invest cash in lieu of fractional shares of Outdoor Americas common stock, if any, until the distribution of such cash has been completed, and you will not receive interest payments for this time period.

Market prices for shares of CBS Class B common stock may be impacted by the exchange offer.

Investors may purchase shares of CBS Class B common stock in order to participate in the exchange offer, which may have the effect of raising market prices for shares of CBS Class B common stock during the pendency of the exchange offer. Following the completion of the exchange offer, the market prices for shares of CBS Class B common stock may decline because any exchange offer-related demand for shares of CBS Class B common stock will cease.

In addition, following the completion of the exchange offer, the market prices for shares of CBS Class B common stock may decline because CBS will no longer have any ownership interest in Outdoor Americas.

If the split-off, including the exchange offer, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, CBS, Outdoor Americas, and CBS stockholders could be subject to significant tax liabilities and, in certain circumstances, Outdoor Americas could be required to indemnify CBS for material taxes pursuant to indemnification obligations under the tax matters agreement.

CBS has received a private letter ruling from the IRS to the effect that the split-off, including the exchange offer, together with certain related transactions, will qualify as a tax-free distribution for U.S. federal income tax purposes under Section 355 of the Code (the “IRS Split-Off Ruling”). The IRS Split-Off Ruling does not address certain requirements for tax-free treatment of the split-off under Section 355 of the Code, and CBS expects to receive from its tax advisors tax opinions substantially to the effect that, with respect to such requirements on which the IRS will not rule, such requirements will be satisfied. The IRS Split-Off Ruling, and the tax opinions that CBS expects to receive from its tax advisors, relied on and will rely on, among other things, certain representations, assumptions and undertakings, including those relating to the past and future conduct of Outdoor Americas’ business, and the IRS Split-Off Ruling and the opinions would not be valid if such representations, assumptions or undertakings that were included in the request for the IRS Split-Off Ruling are false or have been violated or if it disagrees with the conclusions in the opinions that are not covered by the IRS Split-Off Ruling. For more information regarding the IRS Split-Off Ruling and the opinions, see “Material U.S. Federal Income Tax Consequences of the Split-Off.”

If the split-off fails to qualify for tax-free treatment, each holder of CBS Class B common stock who receives shares of Outdoor Americas common stock in the exchange offer would generally be treated as recognizing taxable gain or loss equal to the difference between the fair market value of the shares of Outdoor Americas common stock received by the stockholder and its tax basis in the shares of CBS Class B common stock exchanged therefor, or, in certain circumstances, as receiving a taxable distribution equal to the fair market value of the shares of Outdoor Americas common stock received by the stockholder. In addition, CBS would generally recognize gains with respect to the transfer of Outdoor Americas common stock in the exchange offer, the initial public offering and certain related transactions, as well as with respect to the receipt of certain Outdoor Americas debt and cash in connection with the initial public offering.

Under the tax matters agreement that Outdoor Americas has entered into with CBS, Outdoor Americas generally will be required to indemnify CBS against any tax resulting from the split-off to the extent that such tax resulted from (i) an acquisition of all or a portion of the equity securities of assets of Outdoor Americas, whether

by merger or otherwise, (ii) other actions or failures to act by Outdoor Americas, or (iii) any of Outdoor Americas’ representations or undertakings being incorrect or violated. For a more detailed discussion, see “Agreements Between CBS and Outdoor Americas and Other Related Party Transactions—Agreements Between CBS and Outdoor Americas Relating to the Exchange Offer or the Separation—The Tax Matters Agreement.” Outdoor Americas’ indemnification obligations to CBS and its subsidiaries, officers and directors are not limited by any maximum amount. If Outdoor Americas is required to indemnify CBS or such other persons under the circumstances set forth in the tax matters agreement, Outdoor Americas may be subject to substantial liabilities. Outdoor Americas could be liable to CBS for consolidated group losses used by Outdoor Americas even if Outdoor Americas does not owe any amount to a governmental authority.

Outdoor Americas may not be able to engage in desirable strategic or capital-raising transactions following the split-off. In addition, Outdoor Americas could be liable for adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions.

To preserve the tax-free treatment to CBS of the split-off, for the two-year period following the split-off, Outdoor Americas may be prohibited, except in certain circumstances, from: (1) entering into any transaction pursuant to which all or a portion of Outdoor Americas common stock would be acquired, whether by merger or otherwise, (2) issuing equity securities beyond certain thresholds, (3) repurchasing Outdoor Americas common stock, (4) ceasing to actively conduct the U.S. portion of the outdoor business, or (5) taking or failing to take any other action that prevents the split-off and related transactions from being tax-free.

These restrictions may limit Outdoor Americas’ ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of Outdoor Americas’ business. For more information, see “Material U.S. Federal Income Tax Consequences of the Split-Off” and “Agreements Between CBS and Outdoor Americas and Other Related Party Transactions—Agreements Between CBS and Outdoor Americas Relating to the Exchange Offer or the Separation—The Tax Matters Agreement.”

If the exchange offer is not fully subscribed, CBS may continue to control Outdoor Americas, which could prevent Outdoor Americas stockholders from influencing significant decisions.

Depending on the number of shares tendered, CBS may be able to influence the outcome of certain corporate actions requiring stockholder approval so long as it owns a significant portion of Outdoor Americas common stock. In addition, if the exchange offer is not fully subscribed, and CBS continues to hold more than 50% of the outstanding Outdoor Americas common stock, then Outdoor Americas will be considered a “controlled company” under NYSE rules. See “Description of Capital Stock of Outdoor Americas.” In such case, the typical independence requirements under the NYSE rules would not apply to Outdoor Americas.

CBS and Outdoor Americas make statements in this prospectus that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “pro forma,” “projects,” “predicts,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. In particular, statements pertaining to Outdoor Americas’ capital resources, portfolio performance and results of operations contain forward-looking statements. Likewise, the Outdoor Americas unaudited pro forma condensed consolidated financial statements and all of Outdoor Americas’ statements regarding anticipated growth in its funds from operations and anticipated market conditions, demographics and results of operations are forward-looking statements.

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. Neither CBS nor Outdoor Americas guarantees that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect CBS’s and Outdoor Americas’ good-faith beliefs, they are not guarantees of future performance. All forward-looking statements in this prospectus apply as of the date of this prospectus or as of the date they were made and, except as required by applicable law, CBS and Outdoor Americas disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact future results, performance or transactions, see the section entitled “Risk Factors.” These factors are noted for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

In January 2014, CBS completed a series of reorganization transactions, resulting in the entities comprising CBS’s Outdoor Americas operating segment being consolidated under Outdoor Americas and the issuance by Outdoor Americas of shares of Outdoor Americas common stock to its parent, an indirect wholly owned subsidiary of CBS, upon which Outdoor Americas became an indirect wholly owned subsidiary of CBS. In consideration for the contribution of the entities comprising CBS’s Outdoor Americas operating segment, on January 31, 2014, Outdoor Americas paid approximately $1.52 billion (which reflects the cash proceeds received by Outdoor Americas from its $800 million offering of Senior Notes and its $800 million of borrowings under the Term Loan (as described below), less $50 million), and, on April 2, 2014, Outdoor Americas paid approximately $515.0 million (which was approximately the net proceeds of its initial public offering, less $100 million), to a wholly owned subsidiary of CBS (together with shares of Outdoor Americas common stock transferred on January 15, 2014 pursuant to the reorganization transactions). As a result of these transactions, CBS received aggregate cash consideration of approximately $2.04 billion.

On April 2, 2014, Outdoor Americas completed the initial public offering of 23,000,000 shares of its common stock (including the exercise in full of the underwriters’ option to purchase additional shares) at a price of $28.00 per share. Immediately following the initial public offering, there were 120,000,000 outstanding shares of Outdoor Americas common stock. Immediately prior to the completion of its initial public offering, Outdoor Americas entered into certain agreements with CBS that provide a framework for Outdoor Americas’ ongoing relationship with CBS. For additional information regarding Outdoor Americas’ agreements with CBS, see “Agreements Between CBS and Outdoor Americas and Other Related Party Transactions.”

In connection with the formation borrowings, Outdoor Americas incurred $1.6 billion of indebtedness, consisting of the Senior Notes (as defined below) and the Term Loan, from which it received net proceeds of approximately $1.57 billion after deducting bank fees, discounts and commissions incurred in connection therewith. Outdoor Americas transferred approximately $1.52 billion of the proceeds from the formation borrowings to a wholly owned subsidiary of CBS in partial consideration for the contribution of the entities comprising CBS’s Outdoor Americas operating segment.

On January 31, 2014, the Borrowers also borrowed $800 million under the Term Loan. The Term Loan bears interest at a per annum rate equal to 2.25% plus the greater of the London Interbank Offered Rate (“LIBOR”) or 0.75%. The interest rate on the Term Loan was 3.00% per annum at March 31, 2014. Interest on the Term Loan is payable at the end of each LIBOR period, but in no event less frequently than quarterly.

On January 31, 2014, the Borrowers entered into a $425.0 million Revolving Credit Facility. The Revolving Credit Facility will be used for corporate purposes, including the issuance of letters of credit and ongoing cash needs. There are currently no borrowings outstanding under the Revolving Credit Facility.

Borrowing rates under the Revolving Credit Facility are based on LIBOR plus a margin based on Outdoor Americas’ Consolidated Net Secured Leverage Ratio, which is the ratio of (i) Outdoor Americas’ consolidated secured debt (less up to $150 million of unrestricted cash and cash equivalents) to (ii) Outdoor Americas’ Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters. Interest on the Revolving Credit Facility is payable at the end of each LIBOR period, but in no event less frequently than quarterly. Outdoor Americas pays a commitment fee based on the amount of unused commitments under the Revolving Credit Facility. On January 31, 2014, the Borrowers entered into a letter of credit facility, pursuant to which it may obtain letters of credit from time to time in an aggregate outstanding face amount of up to $80.0 million.

CBS has decided to pursue the exchange offer of its remaining interest in Outdoor Americas, consisting of 97,000,000 shares of Outdoor Americas common stock, which represents approximately 81% of the outstanding common stock of Outdoor Americas. Following the completion of the exchange offer, assuming the exchange offer is fully subscribed, Outdoor Americas will be wholly independent from CBS, except that certain agreements between CBS and Outdoor Americas will remain in place. See “Agreements Between CBS and Outdoor Americas and Other Related Party Transactions—Agreements between CBS and Outdoor Americas Relating to the Exchange Offer or the Separation” and “Description of Capital Stock of Outdoor Americas.”

In order to effect the separation by means of the split-off, if the exchange offer is consummated and not fully subscribed because less than all shares of Outdoor Americas common stock owned by CBS are exchanged, the remaining shares of Outdoor Americas common stock owned by CBS may be offered in one or more subsequent exchange offers and/or distributed on a pro rata basis to CBS stockholders whose shares of CBS Class B common stock remain outstanding after consummation of the exchange offer(s). The determination of whether, when and how to proceed with the separation is entirely within the discretion of CBS. If more than the minimum amount of shares of CBS Class B common stock are tendered, but not enough shares of CBS Class B common stock are tendered to allow CBS to exchange all of the shares of Outdoor Americas common stock that CBS owns, and if CBS chooses not to complete the separation by means of the split-off, it will not be able to rely on the IRS private letter ruling with respect to the qualification of the exchange offer as a tax-free distribution under Section 355 of the Code. In such circumstance, the exchange offer may be taxable. See “Material U.S. Federal Income Tax Consequences of the Split-Off—Undersubscription of the Exchange Offer and Non-Completion of the Split-Off” for more information regarding the disposition of some, but not all, of the Outdoor Americas common stock owned by CBS.

Outdoor Americas is, and until CBS ceases to own at least 80% of outstanding Outdoor Americas common stock will remain, a member of CBS’s consolidated tax group for U.S. federal income tax purposes and will be taxable as a regular domestic C corporation for U.S. federal income tax purposes. Following the separation, which may be effected by the exchange offer, Outdoor Americas intends to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes. Assuming the completion of the exchange offer and that it is fully subscribed, Outdoor Americas intends to make an election to be taxed as a REIT for its taxable year beginning the day after the effective date of the separation and ending December 31, 2014. However, there can be no assurance that the separation will be consummated within such time frame.

approximately $500 million, of which approximately 20%, or $100 million, will be paid in cash and approximately 80%, or $400 million, will be paid in shares of Outdoor Americas common stock. The actual amount of the Purging Distribution(s) will be calculated as of a future date and could be materially different from current estimates based on a number of factors, including (1) the relative equity values of Outdoor Americas and CBS, (2) the timing of the split-off and (3) the financial performance of CBS, Outdoor Americas and their respective subsidiaries through the closing of the split-off. Accordingly, these estimates should not be relied upon as an indicator of what the actual cash portion and stock portion of the Purging Distribution(s) will be. Each percentage point change to the ratio of Outdoor Americas equity value to CBS’s equity value would result in a change to the estimated $500 million Purging Distribution(s) of approximately $50 million.

CBS believes that the separation and the exchange offer have the potential to, among other things, (a) create a fully independent company, Outdoor Americas, focused exclusively on the out-of-home advertising business, that can pursue future business initiatives, including acquisitions and other capital investments, without the influence of a controlling stockholder (assuming the exchange offer is fully subscribed), (b) create a widely held, publicly traded equity security linked only to the performance of the out-of-home advertising business, rather than CBS’s much larger mass media businesses, which can be used efficiently to attract, retain, and incentivize employees of the out-of-home advertising business and to pursue attractive acquisition and capital raising opportunities, (c) allow Outdoor Americas to qualify and be taxed as a REIT for U.S. federal income tax purposes and thereby generally not be subject to U.S. federal income tax on Outdoor Americas net taxable income that Outdoor Americas distributes to its stockholders and (d) enhance the capital markets efficiency of CBS stock by eliminating a non-core business which investors may not appropriately value when assessing CBS’s business operations.

Neither CBS nor Outdoor Americas can assure that, following the completion of the exchange offer, any of these benefits will be realized to the extent anticipated or at all.

The following factors were considered by CBS in making the determination to complete the separation by means of the exchange offer:

Upon the completion of the exchange offer, assuming it is fully subscribed, Outdoor Americas’ historical results will be shown in CBS’s financial statements as discontinued operations, and, in periods subsequent to the completion of exchange offer, CBS’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Outdoor Americas.

Holders of CBS Class B common stock will be affected by the exchange offer as follows:

Immediately prior to the commencement of the exchange offer, there were 120,000,000 shares of outstanding Outdoor Americas common stock, and CBS had beneficial ownership of approximately 81% of the outstanding shares of Outdoor Americas common stock. Immediately prior to the commencement of the exchange offer, Outdoor Americas also had approximately 1,176,000 of outstanding RSUs held by its employees.

Appraisal is a statutory remedy under state law available to corporate stockholders who object to extraordinary actions taken by their corporation. This remedy allows dissenting stockholders to require the corporation to repurchase their stock at a price equivalent to its value immediately prior to the extraordinary corporate action. No appraisal rights are available to CBS stockholders or Outdoor Americas stockholders in connection with the exchange offer.

National Amusements, the controlling stockholder of CBS, has advised CBS that it does not intend to participate in the exchange offer. As of May 26, 2014, National Amusements beneficially owned shares of CBS Class A common stock representing approximately 79.7% of the voting power of all classes of CBS stock. Mr. Sumner M. Redstone, the controlling stockholder of National Amusements, is the chairman of the board of CBS.

Certain acquisitions of Outdoor Americas common stock under the exchange offer may require a premerger notification filing under the Hart-Scott-Rodino Act. If a holder of CBS Class B common stock decides to participate in the exchange offer and consequently acquires enough shares of Outdoor Americas common stock to exceed the $70.9 million threshold provided for in the Hart-Scott-Rodino Act and associated regulations, and if an exemption under the Hart-Scott-Rodino Act or the regulations promulgated thereunder does not apply, the holder and CBS will be required to make filings under the Hart-Scott-Rodino Act and the holder will be required to pay the applicable filing fee. A filing requirement could delay the exchange of shares with any stockholder or stockholders required to make such a filing until the waiting periods in the Hart-Scott-Rodino Act have expired or been terminated.

Apart from the registration of shares of Outdoor Americas common stock offered in the exchange offer under applicable securities laws and CBS filing a Schedule TO with the SEC, CBS does not believe that any other material U.S. federal or state regulatory filings or approvals will be necessary to consummate the exchange offer.

Based on the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on June 10, 2014 of 2.0238 and the closing price of CBS Class B common stock on June 10, 2014 of $61.13 per share, and assuming the exchange offer is fully subscribed, CBS would acquire 47,929,637 shares, or $2.93 billion, of its common stock and recognize a gain of approximately $1.78 billion, after estimated fees and expenses. The actual number of shares of CBS Class B common stock acquired and the amount of the actual

gain will be calculated as of the closing of the exchange offer and could differ from the current estimate based on several factors, including the final exchange ratio, the value of CBS Class B common stock and CBS’s carrying value of Outdoor Americas at the time the exchange offer is consummated. For example, assuming the upper limit is in effect at the expiration of the exchange offer, each share of CBS Class B common stock will be exchanged for 2.1917 shares of Outdoor Americas common stock and, assuming the exchange offer is fully subscribed, CBS would acquire 44,257,882 shares of CBS Class B common stock. Based on the closing stock price of CBS Class B common stock on June 10, 2014 of $61.13 per share, the fair value of the shares of CBS Class B common stock acquired would be $2.71 billion and CBS estimates it would recognize a gain of approximately $1.55 billion after estimated fees and expenses.

At the completion of the exchange offer, assuming it is fully subscribed, CBS will no longer control Outdoor Americas. As a result, Outdoor Americas’ historical results will be shown, in CBS’s financial statements, as a discontinued operation, and in periods subsequent to the completion of the exchange offer, CBS’s financial statements will no longer reflect the assets, liabilities, results of operations or cash flows attributable to Outdoor Americas.

After the split-off, the assets and liabilities of Outdoor Americas will be accounted for at the historical book values prior to the split-off. Outdoor Americas intends to make the REIT election for its taxable year beginning the day after the effective date of the separation and ending December 31, 2014. In connection with the REIT election, Outdoor Americas intends to reverse deferred taxes that will no longer be realized. The reversal will be recorded as a one-time benefit to net income and is currently estimated at $238.9 million. The actual amount of the deferred tax reversal may be different from current estimates due to activity through the date of the reversal.

In connection with the Purging Distribution(s), Outdoor Americas shall, if appropriate pursuant to the plan terms, proportionately adjust the number of shares underlying outstanding equity awards and the exercise prices of outstanding options in order to preserve the value of such awards. Outdoor Americas shall also proportionately adjust the maximum share and other share limits under the Outdoor Americas Omnibus SIP consistent with the terms of the plan.

CBS has received a private letter ruling from the IRS with respect to certain issues relevant to Outdoor Americas’ payment of the Purging Distribution(s) in a combination of cash and stock. Each holder of Outdoor Americas common stock will be permitted to elect to receive the holder’s entire entitlement under each Purging Distribution in either cash or Outdoor Americas common stock, subject to the Cash Limitation. The Cash Limitation will in no event be less than 20% of each Purging Distribution declaration (without regard to any cash that may be paid in lieu of fractional shares), although it is currently expected to comprise approximately 20% of each Purging Distribution. If holders of Outdoor Americas common stock elect to receive an amount of cash in excess of the Cash Limitation, each such electing stockholders will receive a pro rata amount of cash corresponding to the stockholder’s respective entitlement under the Purging Distribution declaration. In general, the ruling provides, subject to the terms and conditions contained therein, that (1) a Purging Distribution will be treated as a dividend that will first reduce Outdoor Americas’ earnings and profits attributable to non-REIT years and (2) the amount of Outdoor Americas common stock received by any of Outdoor Americas’ stockholders as part of a Purging Distribution will be considered to equal the amount of cash that could have been received instead. In the Purging Distribution(s) a holder of Outdoor Americas common stock will be required to report dividend income as a result of the Purging Distribution(s) even though Outdoor Americas distributed no cash or only nominal amounts of cash to such holder.

Holders of Outdoor Americas common stock should consult their own tax advisors as to the particular consequences of the Purging Distribution(s) to them, including the applicability and effect of any U.S. federal, state and local tax laws, as well as foreign tax laws.

See “Material U.S. Federal Income Tax Consequences of the Split-Off” for a discussion of the tax treatment of the split-off, including the exchange offer.

CBS is offering to exchange up to 97,000,000 shares of Outdoor Americas common stock in the aggregate that are owned by CBS for shares of CBS Class B common stock, at an exchange ratio to be calculated in the manner described below, on the terms and conditions and subject to the limitations described below and in the related letter of transmittal (including the instructions thereto), which are properly tendered by 12:00 midnight, New York City time, on July 9, 2014, unless the exchange offer is extended or terminated. The last day on which tenders will be accepted, whether on July 9, 2014 or any later date to which the exchange offer is extended, is referred to in this prospectus as the “expiration date.” You may tender all, some or none of your shares of CBS Class B common stock.

The number of shares of CBS Class B common stock that will be accepted if the exchange offer is completed will depend on the final exchange ratio and the number of shares of CBS Class B common stock validly tendered and not validly withdrawn. The maximum number of shares of CBS Class B common stock that will be accepted if the exchange offer is completed will be equal to the number of shares of Outdoor Americas common stock held by CBS divided by the final exchange ratio (which will be subject to the upper limit). CBS’s obligation to complete the exchange offer is subject to important conditions that are described in the section entitled “—Conditions to Completion of the Exchange Offer.”

The Average CBS Price will be equal to the simple arithmetic average of the daily VWAPs of shares of CBS Class B common stock on the NYSE during the Averaging Period, as determined by CBS, and the Average Outdoor Americas Price will be equal the simple arithmetic average of the daily VWAPs of shares of Outdoor Americas common stock on the NYSE during the Averaging Period, as determined by CBS, as more fully described below under “—Pricing Mechanism.”

The daily VWAP for shares of CBS Class B common stock or Outdoor Americas common stock, as the case may be, will be the volume-weighted average price per share of CBS Class B common stock and Outdoor Americas common stock, respectively, on the NYSE during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on the NYSE), and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on the NYSE), except that such data will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. The daily VWAP will be as reported by Bloomberg L.P. as displayed under the heading “Bloomberg VWAP” on the Bloomberg pages “CBS UN<Equity>AQR” with respect to CBS Class B common stock and “CBSO UN<Equity>AQR” with respect to Outdoor Americas common stock (or their equivalent successor pages if such pages are not available). The daily VWAPs obtained from Bloomberg L.P. may be different from other sources or investors’ or other security holders’ own calculations. CBS will determine the simple arithmetic average of the VWAPs of each stock in its sole discretion, and such determination will be final.

For purposes of the exchange offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m., New York City time, through 12:00 midnight, New York City time.

The number of shares of Outdoor Americas common stock that you can receive is subject to an upper limit of 2.1917 shares of Outdoor Americas common stock for each share of CBS Class B common stock accepted in the exchange offer. If the upper limit is in effect, you will receive less than $107.53 of Outdoor Americas common stock for each $100 of CBS Class B common stock that you tender based on the Average CBS Price and Average Outdoor Americas Price, and you could receive much less. This upper limit represents a 13% discount for shares of Outdoor Americas common stock based on the closing prices of shares of CBS Class B common stock and Outdoor Americas common stock on June 10, 2014 of $61.13 per share and $32.06 per share, respectively (the trading day immediately preceding the date of the commencement of the exchange offer). CBS set this upper limit to ensure that there would not be an unduly high number of shares of Outdoor Americas common stock being exchanged for each share of CBS Class B common stock accepted in the exchange offer.

The terms of the exchange offer are designed to result in you receiving approximately $107.53 of Outdoor Americas common stock for each $100 of CBS Class B common stock tendered and accepted in the exchange offer based on the Average CBS Price and the Average Outdoor Americas Price determined as described above and subject to the upper limit. Regardless of the final exchange ratio, the terms of the exchange offer would always result in your receiving approximately $107.53 of Outdoor Americas common stock for each $100 of CBS Class B common stock, based on the Average CBS Price and the Average Outdoor Americas Price, so long as the upper limit described above is not in effect.

To illustrate, the number of shares of Outdoor Americas common stock you will receive for shares of CBS Class B common stock validly tendered and accepted in the exchange offer, and assuming no proration occurs, will be calculated as:

The Average CBS Price for purposes of the exchange offer will equal the simple arithmetic average of the daily VWAPs of shares of CBS Class B common stock on the NYSE during the three consecutive trading days ending on and including the expiration date of the exchange offer, which is currently expected to be July 9, 2014. The Average Outdoor Americas Price for purposes of the exchange offer will equal the simple arithmetic average of the daily VWAPs of shares of Outdoor Americas common stock on the NYSE during the three consecutive trading days ending on and including the expiration date of the exchange offer, which are currently expected to be July 7, July 8 and July 9, 2014. If the upper limit (as described below) is in effect on the expiration date of the exchange offer (currently expected to be July 9, 2014), then the final exchange ratio will be fixed at the upper limit and the exchange offer will be automatically extended until 12:00 midnight, New York City time, on the second following trading day to permit stockholders to tender or withdraw their shares of CBS Class B common stock during those days. Any changes in the prices of CBS Class B common stock or Outdoor Americas common stock on those additional days of the exchange offer period will not affect the final exchange ratio.

The final exchange ratio, the daily VWAPs used to calculate the final exchange ratio, the Average CBS Price and the Average Outdoor Americas Price will each be rounded to four decimals.

A website will be maintained at www.cbscorpexchange.com that provides the indicative exchange ratio on each day of the exchange offer period prior to the announcement of the final exchange ratio. You may also contact the information agent, Georgeson Inc., at 480 Washington Boulevard, 26th Floor, Jersey City, New Jersey 07310 or by calling 1-888-624-7035 (toll-free for all stockholders in the United States) or +1-781-575-3340 (outside the United States).

During the Averaging Period, the website will provide indicative exchange ratios that will be calculated based on the Average CBS Price and Average Outdoor Americas Price using cumulative actual trading data, as calculated by CBS. Thus, the indicative exchange ratios will be calculated as follows: (i) on the first day of the Averaging Period, the indicative exchange ratio will be calculated based on the actual intraday VWAP during the elapsed portion of that first day of the Averaging Period, (ii) on the second day of the Averaging Period, the indicative exchange ratio will be calculated based on the VWAP for the first day of the Averaging Period averaged with the actual intraday VWAP during the elapsed portion of that second day of the Averaging Period, and (iii) on the third day of the Averaging Period, the indicative exchange ratio will be calculated based on the VWAP for the first and second days of the Averaging Period averaged with the actual intraday VWAP during the elapsed portion of that third day of the Averaging Period. During the Averaging Period, the indicative exchange ratios will be updated on the website at 10:30 a.m., 1:30 p.m. and 4:30 p.m., New York City time, with the final exchange ratio available by 4:30 p.m., New York City time, on the third day of the Averaging Period.

Prior to and during the Averaging Period, the data based on which the VWAP is determined will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time. In addition, the data used to derive the actual daily volume-weighted average prices during the elapsed portion of the day will reflect a 30-minute reporting and upload delay. The daily VWAPs, and the actual daily volume-weighted average prices during the elapsed portion of the day on each of the Averaging Dates as reported by Bloomberg L.P., may be different from other sources or investors’ or other security holders’ own calculations. CBS will determine the simple arithmetic average of the VWAPs of each, and such determination will be final.

The final exchange ratio that shows the number of shares of Outdoor Americas common stock that you will receive for each share of CBS Class B common stock that you tendered and which is accepted in the exchange offer will be announced by press release and available at www.cbscorpexchange.com by 4:30 p.m., New York City time, on the expiration date (currently expected to be July 9, 2014). After that time, you may also contact the information agent, Georgeson Inc., at 480 Washington Boulevard, 26th Floor, Jersey City, New Jersey 07310 or by calling 1-888-624-7035 (toll-free for all stockholders in the United States) or +1-781-575-3340 (outside the United States), to obtain the final exchange ratio at its toll-free number provided on the back cover of this prospectus.

If a market disruption event occurs with respect to shares of CBS Class B common stock or Outdoor Americas common stock on any day during the Averaging Period, the simple arithmetic average stock price of CBS Class B common stock and Outdoor Americas common stock will be determined using the daily VWAPs of shares of CBS Class B common stock and Outdoor Americas common stock on the preceding trading day or days, as the case may be, on which no market disruption event occurred. If, however, CBS decides to extend the exchange offer period following a market disruption event, the Averaging Period will be reset. If a market disruption event occurs as specified above, CBS may terminate the exchange offer if, in its reasonable judgment, the market disruption event has impaired the benefits of the exchange offer. See “—Conditions to Completion of the Exchange Offer.”

A “market disruption event” with respect to either CBS Class B common stock or Outdoor Americas common stock means a suspension, absence or material limitation of trading of such stock on the NYSE for more than two hours of trading or a breakdown or failure in the price and trade reporting systems of the NYSE as a result of which the reported trading prices for CBS Class B common stock or Outdoor Americas common stock, as the case may be, during any half-hour trading period during the principal trading session in the NYSE are materially inaccurate, as determined by CBS in its sole discretion, on the day with respect to which such determination is being made. For purposes of such determination: (i) a limitation on the hours or number of days of trading will not constitute a market disruption event if it results from an announced change in the regular business hours of the NYSE; and (ii) limitations pursuant to NYSE Rule 80A (or any applicable rule or regulation enacted or promulgated by the NYSE, any other self-regulatory organization or the SEC of similar scope as determined by CBS or the exchange agent) on trading during significant market fluctuations will constitute a suspension, absence or material limitation of trading.

Since the exchange offer is scheduled to expire at 12:00 midnight, New York City time, on the expiration date (currently expected to be July 9, 2014) and the final exchange ratio will be announced by 4:30 p.m., New York City time, on the expiration date, you will be able to tender or withdraw your shares of CBS Class B common stock after the final exchange ratio is determined until the exchange offer has expired. For more information on tendering and withdrawing your shares, see “—Procedures for Tendering” and “—Withdrawal Rights.”

For the purposes of illustration, the table below indicates the number of shares of Outdoor Americas common stock that you would receive per one share of CBS Class B common stock accepted in the exchange offer, calculated on the basis described under “—Pricing Mechanism” and taking into account the upper limit, assuming a range of simple arithmetic averages of the daily VWAPs of shares of CBS Class B common stock and Outdoor Americas common stock during the assumed Averaging Period. The first line of the table below shows the indicative Average CBS Price and the indicative Average Outdoor Americas Price and indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on June 10, 2014, based on the daily VWAPs of shares of CBS Class B common stock and Outdoor Americas common stock on June 6, June 9 and June 10, 2014. The table also shows the effects of a 10% increase or decrease in either or both the indicative Average CBS Price and indicative Average Outdoor Americas Price based on changes relative to the values as of June 10, 2014.

If the trading price of shares of CBS Class B common stock were to increase during the Averaging Period, the Average CBS Price would likely be lower than the closing price of shares of CBS Class B common stock on the expiration date of the exchange offer. As a result, you may receive fewer shares of Outdoor Americas common stock for each share of CBS Class B common stock that you validly tender than you would have received if the Average CBS Price were calculated on the basis of the closing price of shares of CBS Class B common stock on the expiration date of the exchange offer. Similarly, if the trading price of shares of Outdoor Americas common stock were to decrease during the Averaging Period, the Average Outdoor Americas Price would likely be higher than the closing price of shares of Outdoor Americas common stock on the expiration date of the exchange offer. This could also result in your receiving fewer shares of Outdoor Americas common stock for each $100 of CBS Class B common stock than you would otherwise receive if the Average Outdoor Americas Price were calculated on the basis of the closing price of shares of Outdoor Americas common stock on the expiration date of the exchange offer.

The number of shares of CBS Class B common stock accepted by CBS in the exchange offer may be subject to proration. Depending on the number of shares of CBS Class B common stock validly tendered, and not validly withdrawn, and the final exchange ratio, determined as described above, CBS may have to limit the number of shares of CBS Class B common stock that it accepts in the exchange offer through a proration process. Any proration of the number of shares accepted in the exchange offer will be determined on the basis of the proration mechanics described below under “—Proration; Odd-Lots.”

Except as otherwise provided in this section, direct or beneficial holders of less than 100 shares of CBS Class B common stock who validly tender all of their shares will not be subject to proration if the exchange offer is oversubscribed. Direct or beneficial holders of more than 100 shares of CBS Class B common stock, and those who own less than 100 shares but do not tender all of their shares, will be subject to proration. In addition, shares held on behalf of participants in the Savings Plans (each of which plans holds more than 100 shares of CBS Class B common stock) will be subject to proration.

CBS will announce the preliminary proration factor, if any, by press release by 9:00 a.m., New York City time, on the business day following the expiration date of the exchange offer (which expiration date currently expected to be July 9, 2014). Upon determining the number of shares of CBS Class B common stock validly tendered for exchange, CBS will announce the final results, including the final proration factor, if any.

Fractional shares of Outdoor Americas common stock will not be distributed in the exchange offer. The exchange agent, acting as agent for the CBS stockholders otherwise entitled to receive fractional shares of Outdoor Americas common stock, will aggregate all fractional shares that would otherwise have been required to be distributed and cause them to be sold in the open market for the accounts of the stockholders. Any proceeds that the exchange agent realizes from that sale will be distributed, less any brokerage commissions or other fees, to each stockholder entitled thereto in accordance with the stockholder’s fractional interest in the aggregate number of shares sold. The distribution of fractional share proceeds will take longer than the distribution of shares of Outdoor Americas common stock. As a result, stockholders will not receive fractional share proceeds at the same time they receive shares of Outdoor Americas common stock.

None of CBS, Outdoor Americas, the exchange agent or any of the dealer managers or any other person will guarantee any minimum proceeds from the sale of fractional shares of Outdoor Americas common stock. You

will not receive any interest on any cash paid to you, even if there is a delay in making the payment. In addition, a stockholder who receives cash in lieu of a fractional share of Outdoor Americas common stock will generally recognize capital gain or loss for U.S. federal income tax purposes on the receipt of the cash to the extent that the cash received exceeds the tax basis allocated to the fractional share. You are urged to read carefully the discussion in “Material U.S. Federal Income Tax Consequences of the Split-Off” and to consult your own tax advisor regarding the consequences to you of the exchange offer.

Holders who are tendering shares allocable to their Savings Plans accounts should note that their accounts do not hold fractional shares, given the unitized nature of the Savings Plans’ stock funds, and such holders should refer to the special instructions provided to them by their plan administrator for more information.

Upon the terms and subject to the conditions of the exchange offer (including, if the exchange offer is extended or amended, the terms and conditions of the extension or amendment), CBS will accept for exchange, and will exchange, for shares of Outdoor Americas common stock owned by CBS, the shares of CBS Class B common stock validly tendered, and not validly withdrawn, prior to the expiration of the exchange offer, promptly after the expiration date of the exchange offer (currently expected to be July 9, 2014).

The exchange of shares of CBS Class B common stock tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

(a) the letter of transmittal for shares of CBS Class B common stock, properly completed and duly executed (including any signature guarantees that may be required), or, in the case of shares delivered by book-entry transfer through DTC, an agent’s message; and

For purposes of the exchange offer, CBS will be deemed to have accepted for exchange, and thereby exchanged, shares of CBS Class B common stock validly tendered and not validly withdrawn if and when CBS notifies the exchange agent of its acceptance of the tenders of those shares of CBS Class B common stock pursuant to the exchange offer.

On or prior to the time of consummation of the exchange offer, CBS will irrevocably deliver to the exchange agent Direct Registration Shares representing all of the shares of Outdoor Americas common stock outstanding owned by it, with irrevocable instructions to hold the shares of Outdoor Americas common stock in trust for CBS stockholders whose shares of CBS Class B common stock are being accepted for exchange in the exchange offer. Outdoor Americas common stock and/or cash in lieu of fractional shares will be transferred to CBS stockholders whose shares of CBS Class B common stock are accepted in the exchange offer promptly after the expiration of the exchange offer. You will not receive any interest on any cash paid to you, even if there is a delay in making the payment.

If shares of CBS Class B common stock are delivered and not accepted due to proration or a partial tender, (i) Direct Registration Shares of CBS Class B common stock that were delivered will remain in book-entry form in the holder’s name and (ii) shares of CBS Class B common stock held through DTC will be credited back through DTC in book-entry form.

If you validly withdraw your shares of CBS Class B common stock or the exchange offer is not completed, (i) Direct Registration Shares of CBS Class B common stock that were delivered will remain in book-entry form in the holder’s name and (ii) shares of CBS Class B common stock held through DTC will be credited back through DTC in book-entry form.

Shares Held in Book-Entry Direct Registration System. If you hold Direct Registration Shares of CBS Class B common stock, you must deliver to the exchange agent at an address listed on the letter of transmittal a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents.

Shares Held Through a Broker, Dealer, Commercial Bank, Trust Company, Custodian or Similar Institution. If you hold shares of CBS Class B common stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should follow the instructions sent to you separately by that institution. In this case, you should not use a letter of transmittal to direct the tender of your shares of CBS Class B common stock. If that institution holds shares of CBS Class B common stock through DTC, it must ensure that the exchange agent receives an agent’s message from DTC confirming the book-entry transfer of your shares of CBS Class B common stock. A tender by book-entry transfer will be completed upon receipt by the exchange agent of an agent’s message and any other required documents (and, in the case of a tender through a broker, dealer, commercial bank, trust company, custodian or similar institution, that institution must submit a guarantee by an Eligible Institution).

The term “agent’s message” means a message, transmitted by DTC to, and received by, the exchange agent, which states that DTC has received an express acknowledgment from the participant in DTC tendering the shares of CBS Class B common stock which are the subject of the book-entry confirmation, that the participant has received and agrees to be bound by the terms of the letter of transmittal (including the instructions thereto) and that CBS may enforce that agreement against the participant.

The exchange agent will establish an account at DTC with respect to the shares of CBS Class B common stock for purposes of the exchange offer, and any eligible institution that is a participant in DTC may make book-entry delivery of shares of CBS Class B common stock by causing DTC to transfer such shares into the exchange agent’s account at DTC in accordance with DTC’s procedure for the transfer. Delivery of documents to DTC does not constitute delivery to the exchange agent.

If you wish to tender your shares of CBS Class B common stock but the procedure for book-entry transfer cannot be completed on a timely basis, you must follow the procedures for guaranteed delivery described under “—Guaranteed Delivery Procedures.”

Participants in the Savings Plans should follow the special instructions that are being sent to them by the plan administrator. Such participants should not use the letter of transmittal to direct the tender of shares of CBS Class B common stock held in these plans. Such participants may direct the applicable plan trustee to tender all, some or none of the shares of CBS Class B common stock allocable to their Savings Plan accounts, subject to certain limitations set forth in any instructions provided by the plan administrator. To allow sufficient time for the tender of shares by the trustee of the applicable Savings Plan, tendering holders must provide the tabulator for the trustee of the applicable Savings Plan with the requisite instructions by 1:00 p.m., New York City time, on July 3, 2014, unless the exchange offer is extended. If the exchange offer is extended, and if administratively feasible, the deadline for receipt of your direction may also be extended.

General Instructions. Do not send letters of transmittal to CBS, Outdoor Americas, the dealer managers or the information agent. Letters of transmittal for shares of CBS Class B common stock should be sent to the exchange agent at an address listed on the letter of transmittal. Trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity who sign a letter of transmittal or stock powers must indicate the capacity in which they are signing and must submit evidence of their power to act in that capacity unless waived by CBS.

Letters of transmittal for shares of CBS Class B common stock must be received by the exchange agent. Please read carefully the instructions to the letter of transmittal you have been sent. You should

contact the information agent, Georgeson Inc., at 480 Washington Boulevard, 26th Floor, Jersey City, New Jersey 07310 or by calling 1-888-624-7035 (toll-free for all stockholders in the United States) or +1-781-575-3340 (outside the United States), if you have any questions regarding tendering your shares of CBS Class B common stock.

Signature Guarantees. Signatures on all letters of transmittal for shares of CBS Class B common stock must be guaranteed by a firm that is a member of the Securities Transfer Agents Medallion Program, or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being a “U.S. eligible institution”), except in cases in which shares of CBS Class B common stock are tendered either (1) by a registered stockholder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of shares of CBS Class B common stock) who has not completed the “Special Transfer Instructions” enclosed with the letter of transmittal or (2) for the account of a U.S. eligible institution.

If Direct Registration Shares are registered in the name of a person other than the person who signs the letter of transmittal, the letter of transmittal must be accompanied by appropriate stock powers signed exactly as the name or names of the registered owner or owners appear on the letter of transmittal accompanying the tender of Direct Registration Shares without alteration, enlargement or any change whatsoever, with the signature(s) on the or stock powers guaranteed by an eligible institution.

Guaranteed Delivery Procedures. If you wish to tender shares of CBS Class B common stock pursuant to the exchange offer but (1) the procedure for book-entry transfer cannot be completed on a timely basis or (2) time will not permit all required documents to reach the exchange agent on or before the expiration date of the exchange offer, you may still tender your shares of CBS Class B common stock, so long as all of the following conditions are satisfied:

Registered stockholders (including any participant in DTC whose name appears on a security position listing of DTC as the owner of shares of CBS Class B common stock) may transmit the notice of guaranteed delivery by facsimile transmission or mail it to the exchange agent. If you hold shares of CBS Class B common stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, that institution must submit any notice of guaranteed delivery on your behalf, which must include a Medallion guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery. Holders of CBS Class B common stock who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Exchange Agent prior to 5:00 p.m., New York City time, on the expiration date, of the Exchange Offer, must deliver to the exchange agent by facsimile transmission a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by CBS.

Tendering Your Shares After the Final Exchange Ratio Has Been Determined. Subject to any voluntary extension by CBS of the exchange offer period, the final exchange ratio will be available by 4:30 p.m., New York City time, on the expiration date of the exchange offer (currently expected to be July 9, 2014). We expect the exchange agent to remain open for hand or overnight courier deliveries only until 5:00 p.m., New York City time. Therefore, if you are a registered stockholder of CBS Class B common stock, then it is unlikely that you

will be able to deliver an original executed letter of transmittal to the exchange agent by hand or overnight courier after 4:30 p.m., New York City time, but prior to the expiration of the exchange offer at 12:00 midnight, New York City time. Accordingly, in such a case, if you wish to tender your shares after the final exchange ratio has been determined, you will generally need to do so by means of delivering a written notice of guaranteed delivery or facsimile transmission notice of guaranteed delivery to the exchange agent and complying with the guaranteed delivery procedures described above (and, in the case of a tender through a broker, dealer, commercial bank, trust company, custodian or similar institution, that institution must submit a guarantee by an eligible institution). A Medallion guarantee can generally be obtained from an eligible institution only before the institution providing that guarantee has closed for the day. If you hold CBS Class B common stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, that institution must tender your shares on your behalf. DTC is expected to remain open until 5:00 p.m. New York City time, and institutions may be able to process tenders through DTC during that time (although there is no assurance that will be the case). Once DTC has closed, participants in DTC whose name appears on a DTC security position listing as the owner of shares of CBS Class B common stock will still be able to tender shares by delivering a notice of guaranteed delivery to the exchange agent via facsimile. If you hold CBS Class B common stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, that institution must submit any notice of guaranteed delivery on your behalf. It will generally not be possible to direct such an institution to submit a notice of guaranteed delivery once that institution has closed for the day. In addition, any such institution, if it is not an eligible institution, will need to obtain a Medallion guarantee from an eligible institution in the form set forth in the notice of guaranteed delivery in connection with the delivery of those shares. If the upper limit is in effect at the expiration of the originally contemplated exchange offer period, then the final exchange ratio will be fixed at the limit and the exchange offer will be extended until 12:00 midnight, New York City time, on the second following trading day to permit stockholders to tender their shares of CBS Class B common stock during those days.

Effect of Tenders. A tender of shares of CBS Class B common stock pursuant to any of the procedures described above will constitute your acceptance of the terms and conditions of the exchange offer as well as your representation and warranty to CBS that (1) you have the full power and authority to tender, sell, assign and transfer the tendered shares (and any and all other shares of CBS Class B common stock or other securities issued or issuable in respect of such shares); (2) when the same are accepted for exchange, CBS will acquire good and unencumbered title to such shares, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims; (3) you have a net long position in the shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act as further explained below; (4) your participation in the exchange offer and tender of such shares complied with Rule 14e-4 and the applicable laws of both the jurisdiction where you received the materials relating to the exchange offer and the jurisdiction from which the tender is being made; and (5) for non-U.S. persons: you acknowledge that CBS has advised you that it has not taken any action under the laws of any country outside the United States to facilitate a public offer to exchange CBS Class B common stock or Outdoor Americas common stock in that country; that there may be restrictions that apply in other countries, including with respect to transactions in CBS Class B common stock or Outdoor Americas common stock in your home country; that, if you are located outside the United States, your ability to tender CBS Class B common stock in the exchange offer will depend on whether there is an exemption available under the laws of your home country that would permit you to participate in the exchange offer without the need for CBS or Outdoor Americas to take any action to facilitate a public offering in that country or otherwise; that your participation in the exchange offer is made pursuant to and in compliance with the applicable laws in the jurisdiction in which you are a resident or from which you are tendering your shares and in a manner that will not require CBS or Outdoor Americas to take any action to facilitate a public offering in that country or otherwise; and that CBS will rely on your representations concerning the legality of your participation in the exchange offer in determining to accept any shares that you are tendering for exchange.

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender shares of CBS Class B common stock for such person’s own account unless, at the time of tender, the person so tendering (1) has a net long position equal to or greater than the amount of (a) shares of CBS Class B common stock

tendered or (b) other securities immediately convertible into or exchangeable or exercisable for the shares of CBS Class B common stock tendered and such person will acquire such shares for tender by conversion, exchange or exercise; and (2) will cause such shares to be delivered in accordance with the terms of this prospectus. Rule 14e-4 provides a similar restriction applicable to the tender of a guarantee of a tender on behalf of another person.

The exchange of shares of CBS Class B common stock tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of (a) a letter of transmittal for shares of CBS Class B common stock, properly completed and duly executed (including any signature guarantees that may be required), or, in the case of shares delivered by book-entry transfer through DTC, an agent’s message; and (b) any other required documents.

Appointment of Attorneys-in-Fact and Proxies. By executing a letter of transmittal as set forth above, you irrevocably appoint CBS’s designees as your attorneys-in-fact and proxies, each with full power of substitution, to the full extent of your rights with respect to your shares of CBS Class B common stock tendered and accepted for exchange by CBS and with respect to any and all other shares of CBS Class B common stock and other securities issued or issuable in respect of the shares of CBS Class B common stock on or after the expiration of the exchange offer. That appointment is effective when and only to the extent that CBS deposits the shares of Outdoor Americas common stock for the shares of CBS Class B common stock that you have tendered with the exchange agent. All such proxies shall be considered coupled with an interest in the tendered shares of CBS Class B common stock and therefore shall not be revocable. Upon the effectiveness of such appointment, all prior proxies that you have given will be revoked and you may not give any subsequent proxies (and, if given, they will not be deemed effective). CBS’s designees will, with respect to the shares of CBS Class B common stock for which the appointment is effective, be empowered, among other things, to exercise all of your voting and other rights as they, in their sole discretion, deem proper. CBS reserves the right to require that, in order for shares of CBS Class B common stock to be deemed validly tendered, immediately upon CBS’s acceptance for exchange of those shares of CBS Class B common stock, CBS must be able to exercise full voting rights with respect to such shares.

Determination of Validity. CBS will determine questions as to the form of documents (including notices of withdrawal) and the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of shares of CBS Class B common stock, in CBS’s sole discretion, provided that CBS may delegate such power in whole or in part to the exchange agent. CBS reserves the absolute right to reject any and all tenders of shares of CBS Class B common stock that it determines are not in proper form or the acceptance of or exchange for which may, in the opinion of its counsel, be unlawful. CBS also reserves the absolute right to waive any of the conditions of the exchange offer (other than the conditions relating to the absence of an injunction and the effectiveness of the registration statement for Outdoor Americas common stock to be distributed in the exchange offer), or any defect or irregularity in the tender of any shares of CBS Class B common stock. No tender of shares of CBS Class B common stock is valid until all defects and irregularities in tenders of shares of CBS Class B common stock have been cured or waived. None of CBS, Outdoor Americas, the dealer managers, the exchange agent, the information agent or any other person, nor any of their directors or officers, is under any duty to give notification of any defects or irregularities in the tender of any shares of CBS Class B common stock or will incur any liability for failure to give any such notification. CBS’s determinations and interpretations of the terms and conditions of the exchange offer (including the letter of transmittal and instructions thereto) may be challenged in a court of competent jurisdiction.

Binding Agreement. The tender of shares of CBS Class B common stock pursuant to any of the procedures described above, together with CBS’s acceptance for exchange of such shares pursuant to the procedures described above, will constitute a binding agreement between you and CBS upon the terms of and subject to the conditions to the exchange offer.

The method of delivery of shares of CBS Class B common stock and all other required documents, including delivery through DTC, is at your option and risk, and the delivery will be deemed made only when

actually received by the exchange agent. If delivery is by mail, it is recommended that you use registered mail with return receipt requested, properly insured. In all cases, you should allow sufficient time to ensure timely delivery.

Neither CBS nor Outdoor Americas will indemnify any individual stockholder for any taxes that may be incurred in connection with the Exchange Offer.

Withdrawal Rights. Shares of CBS Class B common stock tendered pursuant to the exchange offer may be withdrawn at any time before 12:00 midnight, New York City time, on the expiration date of the exchange offer (currently expected to be July 9, 2014) and, unless CBS has previously accepted them pursuant to the exchange offer, may also be withdrawn at any time after the expiration of 40 business days from the commencement of the exchange offer. Once CBS accepts shares of CBS Class B common stock pursuant to the exchange offer, your tender is irrevocable.

For a withdrawal of shares of CBS Class B common stock to be effective, the exchange agent must receive from you a written notice of withdrawal or facsimile transmission of notice of withdrawal, in the form of the notice of withdrawal provided by CBS, at one of its addresses or fax numbers, respectively, set forth on the back cover of this prospectus, and your notice must include your name and the number of shares of CBS Class B common stock to be withdrawn.

If shares of CBS Class B common stock have been tendered pursuant to the procedures for book-entry tender through DTC discussed in the section entitled “—Procedures for Tendering,” any notice of withdrawal must comply with the procedures of DTC.

If you hold your shares through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should consult that institution on the procedures you must comply with and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal or facsimile notice of withdrawal to the exchange agent on your behalf before 12:00 midnight, New York City time, on the expiration date of the exchange offer. If you hold your shares through such an institution, that institution must deliver the notice of withdrawal with respect to any shares you wish to withdraw. In such a case, as a beneficial owner and not a registered stockholder, you will not be able to provide a notice of withdrawal for such shares directly to the exchange agent.

CBS will decide all questions as to the form and validity (including time of receipt) of any notice of withdrawal, in its sole discretion. CBS may delegate such power in whole or in part to the exchange agent. None of CBS, Outdoor Americas, any of the dealer managers, the exchange agent, the information agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any notification. Any such determinations may be challenged in a court of competent jurisdiction.

Any shares of CBS Class B common stock validly withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer.

However, you may re-tender withdrawn shares of CBS Class B common stock by following one of the procedures discussed in the section entitled “—Procedures for Tendering” at any time prior to the expiration of the exchange offer (or pursuant to the instructions sent to you separately).

Withdrawing Your Shares After the Final Exchange Ratio Has Been Determined. Subject to any extension of the exchange offer period, the final exchange ratio will be available by 4:30 p.m., New York City time, on the expiration date of the exchange offer (currently expected to be July 9, 2014). If you are a registered stockholder of CBS Class B common stock and you wish to withdraw your shares after the final exchange ratio has been determined, then you must deliver a written notice of withdrawal or facsimile transmission notice of withdrawal to the exchange agent prior to 12:00 midnight, New York City time, on the expiration date of the exchange offer, in the form of the notice of withdrawal provided by CBS. Medallion guarantees will not be required for such withdrawal notices. If you hold CBS Class B common stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, any notice of withdrawal must be delivered by that institution on your behalf. DTC is expected to remain open until 5:00 p.m., New York City time, and institutions may be able to process withdrawals through DTC during that time (although there is no assurance that will be the case). Once DTC has closed, if you beneficially own shares that were previously delivered through DTC, then in order to withdraw your shares the institution through which your shares are held must deliver a written notice of withdrawal or facsimile transmission notice of withdrawal to the exchange agent prior to 12:00 midnight, New York City time, on the expiration date of the exchange offer. Such notice of withdrawal must be in the form of DTC’s notice of withdrawal and must specify the name and number of the account at DTC to be credited with the withdrawn shares and must otherwise comply with DTC’s procedures. Shares can be withdrawn only if the exchange agent receives a withdrawal notice directly from the relevant institution that tendered the shares through DTC. On the last day of the exchange offer, beneficial owners who cannot contact the institution through which they hold their shares will not be able to withdraw their shares. If the upper limit is in effect at the expiration of the exchange offer period, then the final exchange ratio will be fixed at the upper limit and the exchange offer will be automatically extended until 12:00 midnight, New York City time, on the second following trading day, which will permit stockholders to withdraw their shares of CBS Class B common stock during those days.

Except for the withdrawal rights described above, any tender made under the exchange offer is irrevocable.

Physical certificates representing shares of Outdoor Americas common stock will not be issued pursuant to the exchange offer. Rather, the exchange agent will cause shares of Outdoor Americas common stock to be credited in book-entry form to direct registered accounts maintained by Outdoor Americas’ transfer agent for the benefit of the respective holders (or, in the case of shares tendered through DTC, to the account of DTC so that DTC can credit the relevant DTC participant and such participant can credit its respective account holders). Promptly following the crediting of shares to your respective direct registered account, you will receive a statement from Outdoor Americas’ transfer agent evidencing your holdings, as well as general information on the book-entry form of ownership.

If shares of Outdoor Americas common stock are to be issued to a person other than the signer of the letter of transmittal, a check is to be issued in the name of, and/or shares of CBS Class B common stock not tendered or not accepted for exchange in the exchange offer are to be issued or returned to, a person other than the signer of the letter of transmittal, or a check is to be mailed to a person other than the signer of the letter of transmittal or to an address other than that shown on the first page of the letter of transmittal, then the information in

“Special Transfer Instructions” and “Special Delivery Instructions” enclosed with the letter of transmittal filed as an exhibit to the registration statement of which this prospectus forms a part will need to be completed. CBS has no obligation pursuant to such instructions to transfer any such shares from the name of the registered holder(s) thereof if CBS does not accept any such shares for exchange. If no such instructions are given, all such shares not accepted for exchange in the exchange offer will remain in book-entry form in the holder’s name.

Extension or Amendment by CBS. CBS expressly reserves the right, in its sole discretion, at any time and for any reason, to extend the period of time during which the exchange offer is open and thereby delay acceptance for exchange of, and the exchange for, any shares of CBS Class B common stock validly tendered and not validly withdrawn in the exchange offer. For example, the exchange offer can be extended if any of the conditions to completion of the exchange offer described in the next section entitled “—Conditions to Completion of the Exchange Offer” are not satisfied or, where permissible, waived prior to the expiration of the exchange offer.

CBS expressly reserves the right, in its sole discretion, at any time and for any reason, to terminate the exchange offer prior to its expiration date, except as noted under “Conditions to Completion of the Exchange Offer.”

CBS also expressly reserves the right, in its sole discretion, at any time and for any reason, to amend the terms of the exchange offer in any respect prior to the expiration date of the exchange offer (currently expected to be July 9, 2014), except as noted under “Conditions to Completion of the Exchange Offer.”

If CBS materially changes the terms of or information concerning the exchange offer, it will extend the exchange offer if required by applicable law. Generally speaking, an offer must remain open under SEC rules for a minimum of five business days from the date that notice of the material change is first given. The length of time will depend on the particular facts and circumstances giving rise to the extension.

As required by applicable law, the exchange offer will be extended so that it remains open for a minimum of ten business days following the applicable announcement if:

If CBS extends the exchange offer, is delayed in accepting for exchange any shares of CBS Class B common stock or is unable to accept for exchange any shares of CBS Class B common stock under the exchange offer for any reason, then, without affecting CBS’s rights under the exchange offer, the exchange agent may retain on CBS’s behalf all shares of CBS Class B common stock tendered. These shares of CBS Class B common stock may not be withdrawn except as provided in the section entitled “—Withdrawal Rights.”

CBS’s reservation of the right to delay acceptance of any shares of CBS Class B common stock is subject to applicable law, which requires that CBS pay the consideration offered or return the shares of CBS Class B common stock deposited promptly after the termination or withdrawal of the exchange offer.

CBS will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day following any extension, amendment, non-acceptance or termination of the previously scheduled expiration date of the exchange offer.

Method of Public Announcement. Subject to applicable law (including Rules 13e-4(d), 13e-4(e)(3) and 14e-1 under the Exchange Act, which require that any material change in the information published, sent or given to stockholders in connection with the exchange offer be promptly disclosed to stockholders in a manner reasonably designed to inform them of the change) and without limiting the manner in which CBS may choose to make any public announcement, CBS assumes no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service or the Public Relations Newswire.

Upper Limit. CBS will announce whether the upper limit is in effect through www.cbscorpexchange.com and by press release by 4:30 p.m., New York City time, on the expiration date of the exchange offer (currently expected to be July 9, 2014). If the upper limit is in effect, then the final exchange ratio will be fixed at the upper limit, and the exchange offer will be automatically extended until 12:00 midnight, New York City time, on the second following trading day, which will permit stockholders to tender or withdraw their shares of CBS Class B common stock during those days.

CBS will not be required to complete the exchange offer and may terminate the exchange offer unless at least 58,200,000 shares of Outdoor Americas common stock would be distributed in exchange for shares of CBS Class B common stock that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. This number of shares of Outdoor Americas common stock represented 60% of the outstanding shares of Outdoor Americas common stock held by CBS as of June 10, 2014.

In addition, CBS will not be required to accept shares for exchange and may extend, terminate or amend the exchange offer if:

If any of the above events occurs and exists at the scheduled expiration date, CBS may:

These conditions are for the sole benefit of CBS. Except as described in the immediately preceding bullet point, CBS may waive any condition in whole or in part at any time in its sole discretion, subject to applicable law. CBS’s failure to exercise its rights under any of the above conditions does not represent a waiver of these rights. Each right is an ongoing right which may be asserted by CBS at any time. However, all conditions to completion of the exchange offer must be satisfied or, where permissible, waived by CBS before the expiration of the exchange offer. Any determination or interpretation by CBS concerning the conditions described above may be challenged in a court of competent jurisdiction.

If a stop order issued by the SEC is in effect with respect to the registration statement of which this prospectus forms a part, CBS will not accept any shares of CBS Class B common stock tendered and will not exchange shares of Outdoor Americas common stock for any shares of CBS Class B common stock.

CBS has retained Goldman, Sachs & Co. and Morgan Stanley & Co. LLC to act as dealer managers, Georgeson Inc. to act as the information agent and Wells Fargo Bank, National Association, to act as the exchange agent in connection with the exchange offer. CBS has also retained J.P. Morgan as a financial advisor.

The dealer managers, the information agent and the exchange agent each will receive reasonable compensation for their respective services, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against specified liabilities in connection with their services, including liabilities under the federal securities laws.

From time to time in the ordinary course of business, certain of the dealer managers and their respective affiliates have performed, and may in the future perform, various commercial banking, investment banking and other financial services for Outdoor Americas or for CBS for which they received, or will receive, customary fees and reimbursement of expenses. In addition, certain of the dealer managers or their affiliates are parties to credit agreements with CBS and its subsidiaries, are parties to the Senior Credit Facilities, acted as initial purchasers for the offering of the Senior Notes and acted as underwriters for the initial public offering of Outdoor Americas common stock. In particular, Goldman Sachs Bank USA and Morgan Stanley MUFG Loan Partners, LLC acted as co-documentation agents for the Senior Credit Facilities. In addition, one of Outdoor Americas’ directors, Joseph H. Wender, is a Senior Consultant to Goldman, Sachs & Co., a dealer manager in this offering. Mr. Wender was not involved in the selection of the dealer managers for this exchange offer.

In the ordinary course of their various business activities, the dealer managers and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) of Outdoor Americas, CBS and/or persons and entities with relationships with Outdoor Americas and/or CBS. The dealer managers and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. For the purposes of U.S. securities laws, CBS will be deemed to be an underwriter of the shares of Outdoor Americas common stock issued in the exchange offer.

Legal and Other Limitations; Certain Matters Relating to Non-U.S. Jurisdictions

Although CBS will deliver this prospectus to its stockholders to the extent required by U.S. law, including stockholders located outside the United States, this prospectus is not an offer to sell or exchange and it is not a solicitation of an offer to buy any shares of CBS Class B common stock or Outdoor Americas common stock in any jurisdiction in which such offer, sale or exchange is not permitted.

All tendering holders must make certain representations in the letter of transmittal, including (in the case of non-U.S. holders) as to the availability of an exemption under their home country laws that would allow them to participate in the exchange offer without the need for CBS or Outdoor Americas to take any action to facilitate a public offering in that country or otherwise. CBS will rely on those representations and, unless the exchange offer is terminated, plans to accept shares tendered by persons who properly complete the letter of transmittal and provide any other required documentation on a timely basis and as otherwise described herein.

Holders who are participants in the Outdoor 401(k) Plan should note that Outdoor Americas intends to remove both the CBS Class B Company Stock Fund and the Outdoor Americas common stock fund from the Outdoor 401(k) Plan following the consummation of the exchange offer. The CBS Class B Company Stock Fund will be closed on July 25, 2014 and the Outdoor Americas common stock fund will be closed on September 26, 2014. To the extent that participants have any assets remaining in the funds after such dates, the assets will be liquidated over a period of up to four days and the proceeds will be transferred to such participants’ qualified default investment alternative which is the target retirement fund in the Outdoor 401(k) Plan with the target date closest to the year that such participant will reach age 65.

CBS has informed Outdoor Americas that it currently intends to dispose of all of the shares of Outdoor Americas common stock that it owns by means of a tax-free split-off, pursuant to which CBS is undertaking the exchange offer. Following the completion of the exchange offer, in the event that more than the minimum amount of shares are tendered but not enough shares of CBS Class B common stock are tendered to allow CBS to exchange all of its shares of Outdoor Americas common stock, in order to complete the split-off, CBS may, from time to time, conduct one or more additional exchange offers and/or distribute its remaining shares of Outdoor Americas common stock on a pro rata basis to CBS stockholders whose shares of CBS Class B common stock remain outstanding after consummation of the exchange offer(s). The determination of whether, when and how to proceed with the separation is entirely within the discretion of CBS.

Approximately 81% of the outstanding shares of Outdoor Americas common stock, or 97,000,000 shares in the aggregate, is currently indirectly owned by CBS. In connection with this exchange offer, CBS is offering to exchange all of the shares of Outdoor Americas common stock that it owns for shares of CBS Class B common stock.

On April 2, 2014, Outdoor Americas completed the Initial Public Offering (“IPO”) of 23,000,000 shares of its common stock, including 3,000,000 shares sold pursuant to the underwriters’ option to purchase additional shares. Prior to the completion of its IPO, Outdoor Americas was an indirect wholly owned subsidiary of CBS.

After completion of the split-off, Outdoor Americas intends to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes. In April 2014, CBS received a private letter ruling from the Internal Revenue Service, subject to the terms and conditions contained therein, with respect to certain issues relevant to Outdoor Americas’ qualification to be taxed as a REIT. If CBS completes the separation by means of a split-off, in order to comply with certain REIT qualification requirements, Outdoor Americas will make one or more Purging Distributions, of which approximately 20% will be paid in cash and approximately 80% will be paid in shares of Outdoor Americas stock, which will result in an immediate per share dilution.

The following unaudited pro forma condensed consolidated statements of operations and balance sheet, as well as the calculations of pro forma FFO and AFFO, have been adjusted to reflect Outdoor Americas’ IPO, the REIT election, and the Purging Distribution(s). The unaudited pro forma condensed consolidated balance sheet at March 31, 2014 is presented as if these events each occurred at March 31, 2014. The unaudited pro forma condensed consolidated statements of operations and the calculations of unaudited pro forma FFO and AFFO for the three months ended March 31, 2014 and the year ended December 31, 2013 are presented as if each of these events had occurred on January 1, 2013 and also include pro forma adjustments to reflect a full period of incremental costs associated with operating as a stand-alone public company, interest expense relating to the formation borrowings incurred on January 31, 2014 and dilution from the conversion of outstanding CBS RSUs to Outdoor Americas RSUs in connection with the IPO and the conversion of outstanding stock options to purchase CBS Class B common stock to stock options to purchase Outdoor Americas common stock (the “Stock Option Conversion”) in connection with the separation.

Outdoor Americas pro forma information is presented both before and after the Purging Distribution(s). In connection with the Purging Distribution(s) Outdoor Americas will issue additional shares of its common stock to its stockholders in the form of a dividend, which will result in a per share dilution to its investors. However, as such dividend will be declared after the completion of this exchange offer, Outdoor Americas management believes that pro forma results before the Purging Distribution(s) is a meaningful indicator of per share financial performance for investors considering participation in this exchange offer.

The unaudited pro forma condensed consolidated financial statements are based upon Outdoor Americas’ historical consolidated financial statements for each period presented. In the opinion of management, all adjustments and/or disclosures necessary for a fair statement of the pro forma data have been made. These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not necessarily reflect what Outdoor Americas’ results of operations and financial condition would have been if it had operated as a stand-alone company during all periods presented, and, accordingly, such information should not be relied upon as an indicator of Outdoor Americas’ future performance, financial condition or liquidity.

These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read together with the following:

On April 2, 2014, Outdoor Americas completed the initial public offering of 23,000,000 shares of its common stock, including 3,000,000 shares sold pursuant to the underwriters’ option to purchase additional shares, at a price of $28.00 per share for total net proceeds, after underwriting discounts and commissions, of $615.0 million. Of the total net proceeds, $515.0 million was transferred to a wholly owned subsidiary of CBS as partial consideration for the contribution of the entities comprising CBS’ Outdoor Americas operating segment to Outdoor Americas. The remaining $100.0 million was retained by Outdoor Americas and will be used to pay the cash portion of the Purging Distribution(s) to its stockholders, which will be required in connection with its election to be taxed as a REIT after the completion of the split-off. Following the final payment of the Purging Distribution(s) declared in its first REIT taxable year, if any, Outdoor Americas will pay to CBS, or CBS will pay to Outdoor Americas, as applicable, the difference between the actual cash portion of the distribution and the $100.0 million retained by Outdoor Americas.

Interest expense is adjusted by $6.0 million for the three months ended March 31, 2014 and $74.6 million for the year ended December 31, 2013 to reflect interest for the entire period related to the $1.6 billion of debt incurred on January 31, 2014 in connection with the formation borrowings, including the amortization of deferred financing costs, as well as commitment fees on the Senior Credit Facilities. The interest expense adjustments are presented as if the formation borrowings and related financing costs were incurred on January 1, 2013. The following table presents total pro forma interest expense. The pro forma interest expense on the variable-rate Term Loan is calculated using a rate of 3.0%, which was the rate at March 31, 2014.

An increase or decrease of 1/8% in the interest rate on the Term Loan will change annual interest expense by approximately $1.0 million.

On April 16, 2014, CBS received a private letter ruling from the IRS, subject to the terms and conditions therein, with respect to certain issues relevant to Outdoor Americas’ qualification to be taxed as a REIT. Following the split-off, Outdoor Americas intends to elect and qualify to be taxed as a REIT, and it, together with one or more of its subsidiaries, will jointly elect to treat such subsidiaries as taxable REIT subsidiaries. So long as Outdoor Americas qualifies to be taxed as a REIT, it generally will not be subject to U.S. federal income tax on its net taxable income that it distributes to its stockholders. Even if Outdoor Americas qualifies for taxation as a REIT, it may be subject to certain U.S. federal, state and local taxes on its income or property, and the income of its TRSs will be subject to taxation at regular corporate rates. The pro forma adjustments for the three months ended March 31, 2014 and the year ended December 31, 2013 to the “(provision) benefit for income taxes” of $4.9 million and $51.4 million, respectively, and to “equity in earnings of investee companies, net of tax” of $.3 million and $1.5 million, respectively, related to the “REIT election/Stock Option Conversion” reflects the reversal of the tax provision on taxable income that will no longer be subject to U.S. federal income tax

subsequent to the REIT election. Any remaining tax provision mainly reflects taxes on Outdoor Americas TRSs. The adjustments to “prepaid expenses and other current assets” of $23.3 million and “deferred income tax liabilities, net” of $256.3 million reflects the reversal of deferred taxes that will not be realized as a result of the REIT election. The reversal of deferred taxes will be recorded as a one-time benefit to net income and is not reflected in the unaudited pro forma condensed consolidated statement of operations. The adjustment to “other assets” of $5.9 million reflects deferred income tax assets previously presented as an offset to deferred income tax liabilities, which were reversed as a result of the REIT election.

The pro forma adjustments to the “(provision) benefit for income taxes” related to the “Formation Borrowings/IPO and Stand-alone costs” on the unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2014 and the year ended December 31, 2013 of $3.2 million and $39.3 million, respectively, are calculated at an effective tax rate of 40.3% and 40.9%, respectively. These adjustments reflect Outdoor Americas’ current tax status as a regular domestic C corporation for U.S. federal income tax purposes.

As a stand-alone public company, Outdoor Americas incurs incremental expenses for services previously provided by CBS as well as for additional public company expenses that did not apply to it historically. In addition to costs already incurred, Outdoor Americas estimates these expenses to be $1.9 million for the three months ended March 31, 2014 and $21.4 million for the year ended December 31, 2013.

In order to comply with certain REIT qualification requirements, Outdoor Americas expects to make a Purging Distribution(s), subsequent to the completion of this exchange offer, by declaring a dividend to holders of Outdoor Americas common stock to distribute any accumulated earnings and profits attributable to a non-REIT year, including any earnings and profits allocated to Outdoor Americas by CBS in connection with the split-off. Assuming a ratio of Outdoor Americas equity value to CBS’s equity value of approximately 10%, Outdoor Americas currently estimates that the Purging Distribution(s) will total approximately $500 million, of which approximately 20%, or $100 million, will be paid in cash and approximately 80%, or $400 million, will be paid in shares of Outdoor Americas common stock. Based on the closing price of Outdoor Americas on June 9, 2014 of $32.17 per share, Outdoor Americas currently estimates that 12.4 million additional shares of its stock will be issued in connection with the Purging Distribution(s), which will result in a per share dilution to its investors. For the three months ended March 31, 2014 the share portion of the Purging Distribution(s) would have reduced AFFO per diluted share by $.04. For the year ended December 31, 2013, the share portion of the Purging Distribution(s) would have reduced diluted net income per share by $.11 and AFFO per diluted share by $.21. The amount of the Purging Distribution(s) in excess of retained earnings of $253.8 million has been reflected as a reduction to “additional paid-in-capital” on the pro forma condensed consolidated balance sheet.

The actual amount of and number of shares issued for the Purging Distribution(s) will be calculated as of a future date and could be materially different from current estimates based on a number of factors, including (1) the relative equity values of Outdoor Americas and CBS, (2) the timing of the split-off, (3) the financial performance of CBS, Outdoor Americas and their respective subsidiaries through the closing of the split-off and (4) for the share portion of the Purging Distribution(s), the per-share market value of Outdoor Americas common stock at the time of distribution. Accordingly, these estimates should not be relied upon as an indicator of what the actual cash portion and stock portion of the Purging Distribution(s) will be. Each percentage point change to the ratio of Outdoor Americas equity value to CBS’s equity value would result in a change to the estimated $500 million Purging Distribution(s) of approximately $50 million.

From and after the effective date of Outdoor Americas’ REIT election, Outdoor Americas intends to pay regular quarterly distributions to holders of its common stock in an amount not less than 100% of its REIT taxable income, while U.S. federal income tax law generally requires that a REIT distribute at least 90% of its REIT taxable income (determined before the deduction for dividends paid and excluding any net capital gains). For the year ended December 31, 2013, if Outdoor Americas had elected to be taxed as a REIT, the distribution of 90% of REIT taxable income would have been approximately $142 million. However, as dividends are subject to board approval, the actual dividend amount could have differed.

The following tables present FFO, AFFO, FFO per weighted average share, and AFFO per weighted average share on a historical basis and on a pro forma basis to adjust net income to reflect additional costs Outdoor Americas will incur as a stand-alone public company (See Note 4), interest expense from the formation borrowings (See Note 2), and the reduction to Outdoor Americas’ tax provision and deferred taxes associated with the expected REIT election (See Note 3). Pro forma weighted average shares are adjusted to reflect Outdoor Americas IPO (See Note 1), the dilutive effect of the conversion of outstanding stock-based compensation awards (See Note 8) and the issuance of shares in connection with the Purging Distribution(s) (See Note 5). FFO per weighted average share and AFFO per weighted average share are also presented both before and after the Purging Distribution(s). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Outdoor Americas” for further information about FFO and AFFO.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨



Title of each class of securities to be registered	Amount to be registered⁽¹⁾	Proposed maximum offering price per unit	Proposed maximum aggregate offering price⁽²⁾	Amount of registration fee⁽³⁾
Common Stock, par value $0.01 per share	97,000,000	N/A	$2,907,891,077	$374,537


INCORPORATION BY REFERENCE			iii

QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER			1

SUMMARY			17

RISK FACTORS			44

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			69

THE TRANSACTION			72

THE EXCHANGE OFFER			79

POTENTIAL ADDITIONAL DISTRIBUTION OF OUTDOOR AMERICAS COMMON STOCK			98

CBS OUTDOOR AMERICAS INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			99

CBS CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			108

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF OUTDOOR AMERICAS			117

BUSINESS OF OUTDOOR AMERICAS			155

INDUSTRY OF OUTDOOR AMERICAS			164

REGULATION			165

POLICIES WITH RESPECT TO CERTAIN ACTIVITIES			167

MANAGEMENT OF OUTDOOR AMERICAS			171

EXECUTIVE COMPENSATION			179

AGREEMENTS BETWEEN CBS AND OUTDOOR AMERICAS AND OTHER RELATED PARTY TRANSACTIONS			209

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF CBS AND OUTDOOR AMERICAS			212

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SPLIT-OFF			217

DESCRIPTION OF CAPITAL STOCK OF OUTDOOR AMERICAS			221

COMPARISON OF STOCKHOLDER RIGHTS			232

SHARES ELIGIBLE FOR FUTURE SALE			239

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN OUTDOOR AMERICAS COMMON STOCK			240

LEGAL MATTERS			263

EXPERTS			263

INDEX TO FINANCIAL STATEMENTS			F-1


Number of shares of Outdoor Americas common stock		=		(a) number of shares of CBS Class B common stock validly tendered by you and accepted by CBS		multiplied by		(b) the final exchange ratio


Final exchange ratio		= the lesser of:		(a) the Average CBS Price divided by 93% of the Average Outdoor Americas Price		and		(b) 2.1917 (the upper limit)


CBS Class B common stock	Outdoor Americas common stock	Average CBS Price		Average Outdoor Americas Price		Shares of Outdoor Americas common stock per share of CBS Class B common stock tendered	Value Ratio⁽¹⁾
As of June 10, 2014	As of June 10, 2014		$60.7463		$32.2756	2.0238		1.075
Down 10%	Up 10%		$54.6716		$35.5031	1.6558		1.075
Down 10%	Unchanged		$54.6716		$32.2756	1.8214		1.075
Down 10%	Down 10%		$54.6716		$29.0480	2.0238		1.075
Unchanged	Up 10%		$60.7463		$35.5031	1.8398		1.075
Unchanged	Down 10%		$60.7463		$29.0480	2.1917		1.048	⁽²⁾⁽³⁾
Up 10%	Up 10%		$66.8209		$35.5031	2.0238		1.075
Up 10%	Unchanged		$66.8209		$32.2756	2.1917		1.059	⁽²⁾⁽⁴⁾
Up 10%	Down 10%		$66.8209		$29.0480	2.1917		0.953	⁽²⁾⁽⁵⁾


	Historical			IPO			REIT Election			Pro Forma before Purging Distribution(s)			Purging Distribution(s)			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	113.9		$	100.0	⁽¹⁾	$	—		$	213.9		$	(100.0	)⁽⁵⁾	$	113.9
Receivables, net		155.2			—			—			155.2			—			155.2
Prepaid expenses and other current assets		168.7			—			(23.3	)⁽³⁾		145.4			—			145.4

Total current assets		437.8			100.0			(23.3	)		514.5			(100.0	)		414.5

Property and equipment, net		733.6			—			—			733.6			—			733.6
Goodwill		1,863.2			—			—			1,863.2			—			1,863.2
Intangible assets		349.5			—			—			349.5			—			349.5
Other assets		74.3			—			5.9	⁽³⁾		80.2			—			80.2

Total assets	$	3,458.4		$	100.0		$	(17.4	)	$	3,541.0		$	(100.0	)	$	3,441.0

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other current liabilities	$	197.6		$	—		$	—		$	197.6		$	—		$	197.6

Total current liabilities		197.6			—			—			197.6			—			197.6

Long-term debt		1,598.0			—			—			1,598.0			—			1,598.0
Deferred income tax liabilities, net		279.5			—			(256.3	)⁽³⁾		23.2			—			23.2
Other liabilities		97.8			—			—			97.8			—			97.8

Stockholders’ equity:
Common stock, par value $.01 per share; 450.0 shares authorized; 97.0 shares issued and outstanding on a historical basis; 120.0 shares issued and outstanding on a pro forma before Purging Distribution(s) basis; 132.4 shares issued and outstanding on a pro forma basis		1.0			.2	⁽¹⁾		—			1.2			.1	⁽⁵⁾		1.3
Additional paid-in-capital		1,350.3			99.8	⁽¹⁾		—			1,450.1			399.9	⁽⁵⁾		1,596.2
														(253.8	)⁽⁵⁾
Retained earnings		7.3			—			238.9	⁽³⁾		246.2			(246.2	)⁽⁵⁾		—
Accumulated other comprehensive loss		(73.1	)		—			—			(73.1	)		—			(73.1	)

Total stockholders’ equity		1,285.5			100.0			238.9			1,624.4			(100.0	)		1,524.4

Total liabilities and stockholders’ equity	$	3,458.4		$	100.0		$	(17.4	)	$	3,541.0		$	(100.0	)	$	3,441.0


	Historical			Formation Borrowings/IPO and Stand- alone costs			REIT Election/ Stock Option Conversion			Pro Forma before Purging Distribution(s)			Purging Distribution(s)			Pro Forma
Revenues	$	287.9		$	—		$	—		$	287.9		$	—		$	287.9

Operating expenses		163.5			—			—			163.5			—			163.5
Selling, general and administrative expenses		50.6			1.9	⁽⁴⁾		—			52.5			—			52.5
Net gain on dispositions		(.9	)		—			—			(.9	)		—			(.9	)
Depreciation		26.1			—			—			26.1			—			26.1
Amortization		21.9			—			—			21.9			—			21.9

Operating income		26.7			(1.9	)		—			24.8			—			24.8

Interest expense		(12.5	)		(6.0	)⁽²⁾		—			(18.5	)		—			(18.5	)
Other expense, net		(.5	)		—			—			(.5	)		—			(.5	)

Income before provision for income taxes and equity in earnings of investee companies		13.7			(7.9	)		—			5.8			—			5.8

(Provision) benefit for income taxes		(5.9	)		3.2	⁽³⁾		4.9	⁽³⁾		2.2			—			2.2
Equity in earnings of investee companies, net of tax		.6			—			.3	⁽³⁾		.9			—			.9

Net income	$	8.4		$	(4.7	)	$	5.2		$	8.9		$	—		$	8.9

Net income per common share:
Basic	$	.09								$	.07					$	.07
Diluted	$	.09								$	.07					$	.07

Weighted average shares outstanding:
Basic		97.0			23.0	⁽¹⁾		—			120.0			12.4	⁽⁵⁾		132.4
Diluted		97.0			23.9	^(1),(8)		.7	⁽⁸⁾		121.6			12.4	⁽⁵⁾		134.0


	Historical			Formation Borrowings/IPO and Stand-alone Costs			REIT Election/ Stock Option Conversion			Pro Forma before Purging Distribution(s)			Purging Distribution(s)			Pro Forma
Revenues	$	1,294.0		$	—		$	—		$	1,294.0		$	—		$	1,294.0

Operating expenses		686.9			—			—			686.9			—			686.9
Selling, general and administrative expenses		199.8			21.4	⁽⁴⁾		—			221.2			—			221.2
Net gain on dispositions		(27.3	)		—			—			(27.3	)		—			(27.3	)
Depreciation		104.5			—			—			104.5			—			104.5
Amortization		91.3			—			—			91.3			—			91.3

Operating income		238.8			(21.4	)		—			217.4			—			217.4

Interest expense		—			(74.6	)⁽²⁾		—			(74.6	)		—			(74.6	)
Other expense, net		(1.2	)		—			—			(1.2	)		—			(1.2	)

Income before provision for income taxes and equity in earnings of investee companies		237.6			(96.0	)		—			141.6			—			141.6

Provision for income taxes		(96.6	)		39.3	⁽³⁾		51.4	⁽³⁾		(5.9	)		—			(5.9	)
Equity in earnings of investee companies, net of tax		2.5			—			1.5			4.0			—			4.0

Net income	$	143.5		$	(56.7	)	$	52.9		$	139.7		$	—		$	139.7

Net income per common share:
Basic	$	1.48								$	1.16					$	1.06
Diluted	$	1.48								$	1.15					$	1.04

Weighted average shares outstanding:
Basic		97.0			23.0	⁽¹⁾		—			120.0			12.4	⁽⁵⁾		132.4
Diluted		97.0			23.8	^(1),(8)		.6	⁽⁸⁾		121.4			12.4	⁽⁵⁾		133.8


	Three Months Ended March 31, 2014		Year Ended December 31, 2013
$800 million Term Loan	$	6.0	$	24.3
$400 million 5.250% Senior Notes due 2022		5.3		21.0
$400 million 5.625% Senior Notes due 2024		5.6		22.5
Amortization of deferred financing costs and commitment fees		1.6		6.8

Pro forma interest expense	$	18.5	$	74.6


Three Months Ended March 31, 2014	Historical			Pro Forma Adjustments			Pro Forma before Purging Distribution(s)			Purging Distribution(s)		Pro Forma
Net income	$	8.4		$	.5	^(2)(3)(4)	$	8.9		$	—	$	8.9
Depreciation of billboard advertising structures		24.2			—			24.2			—		24.2
Amortization of real estate-related intangible assets		10.7			—			10.7			—		10.7
Amortization of direct lease acquisition costs		7.0			—			7.0			—		7.0
Net gain on disposition of billboard advertising structures, net of tax		(.2	)		(.1	)		(.3	)		—		(.3	)
Adjustment related to equity based investments		.2			—			.2			—		.2

FFO^(a)		50.3			.4			50.7			—		50.7
Adjustment for deferred income taxes		(6.9	)		6.6	⁽³⁾		(.3	)		—		(.3	)
Cash paid for direct lease acquisition costs		(8.5	)		—			(8.5	)		—		(8.5	)
Maintenance capital expenditures		(3.0	)		—			(3.0	)		—		(3.0	)
Other depreciation		1.9			—			1.9			—		1.9
Other amortization		4.2			—			4.2			—		4.2
Stock-based compensation expense		1.8			—			1.8			—		1.8
Noncash effect of straight-line rent		(.2	)		—			(.2	)		—		(.2	)
Accretion expense		.5			—			.5			—		.5
Amortization of deferred financing costs		.7			.4	⁽²⁾		1.1			—		1.1

AFFO^(a)	$	40.8		$	7.4		$	48.2		$	—	$	48.2

FFO per weighted average share:
Basic	$	.52					$	.42				$	.38
Diluted	$	.52					$	.42				$	.38

AFFO per weighted average share:
Basic	$	.42					$	.40				$	.36
Diluted	$	.42					$	.40				$	.36

Weighted average shares outstanding:
Basic		97.0			23.0			120.0			12.4		132.4
Diluted		97.0			24.6			121.6			12.4		134.0


Year Ended December 31, 2013	Historical			Pro Forma Adjustments			Pro Forma before Purging Distribution(s)			Purging Distribution(s)		Pro Forma
Net income	$	143.5		$	(3.8	)^(2)(3)(4)	$	139.7		$	—	$	139.7
Depreciation of billboard advertising structures		97.5			—			97.5			—		97.5
Amortization of real estate-related intangible assets		43.2			—			43.2			—		43.2
Amortization of direct lease acquisition costs		30.9			—			30.9			—		30.9
Net gain on disposition of billboard advertising structures, net of tax		(16.4	)		(11.0	)		(27.4	)		—		(27.4	)
Adjustment related to equity based investments		.8			—			.8			—		.8

FFO^(a)		299.5			(14.8	)		284.7			—		284.7
Adjustment for deferred income taxes		(19.4	)		14.5	⁽³⁾		(4.9	)		—		(4.9	)
Cash paid for direct lease acquisition costs		(31.6	)		—			(31.6	)		—		(31.6	)
Maintenance capital expenditures		(23.5	)		—			(23.5	)		—		(23.5	)
Other depreciation		7.0			—			7.0			—		7.0
Other amortization		17.2			—			17.2			—		17.2
Stock-based compensation expense		7.5			—			7.5			—		7.5
Noncash effect of straight-line rent		1.2			—			1.2			—		1.2
Accretion expense		2.2			—			2.2			—		2.2
Amortization of deferred financing costs		—			4.3	⁽²⁾		4.3			—		4.3

AFFO^(a)	$	260.1		$	4.0		$	264.1		$	—	$	264.1

FFO per weighted average share:
Basic	$	3.09					$	2.37				$	2.15
Diluted	$	3.09					$	2.35				$	2.13

AFFO per weighted average share:
Basic	$	2.68					$	2.20				$	1.99
Diluted	$	2.68					$	2.18				$	1.97

Weighted average shares outstanding:
Basic		97.0			23.0			120.0			12.4		132.4
Diluted		97.0			24.4			121.4			12.4		133.8


Goldman, Sachs & Co.		Morgan Stanley