UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 215, 2017

CBS RADIO INC.

(Exact name of registrant as specified in its charter)

Delaware		333-217279		13-4142467
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS ~~EmployerIdentification~~Employer Identification Number)



1271 Avenue of the Americas, Fl. 44 New York, NY		10020
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code: (212) 649-9600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐❑ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐❑ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐❑ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐❑ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐❑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐❑

Item 25.0203 ~~Results~~Amendments to Articles of ~~Operations~~Incorporation ~~and~~or ~~Financial~~Bylaws; ~~Condition~~Change in Fiscal Year.

AsOn November 15, 2017, CBS Radio Inc. (the “Company”) amended and restated its certificate of incorporation (the “Restated Certificate”), as previously ~~reported~~agreed in the Master Separation Agreement, ondated ~~October~~as of February 192, 2017, by and between the Company and CBS Corporation, ~~commenced~~to ancombine ~~exchange~~the ~~offer~~Company’s ~~for~~Series ~~the split-off~~1 ofCommon ~~its~~Stock, ~~radio~~par ~~business~~value $0.01, ~~CBS~~and ~~Radio~~Series ~~Inc~~2 Common Stock, par value $0.01, into a single series of common stock (the “~~CBS~~Common ~~Radio~~Stock”). In connection therewith, asthe ~~part~~board of ~~its~~directors ~~previously~~of ~~announced~~the ~~agreement~~Company toand ~~combine~~the ~~CBS~~Company’s ~~Radio~~sole ~~with~~stockholder ~~Entercom~~authorized ~~Communications~~the ~~Corp.~~Company into effect a ~~merger~~stock split such that there are 101,407,494 shares of Common Stock issued and outstanding.

The ~~unaudited~~Restated ~~consolidated~~Certificate financial statements of CBS Radio for the three and nine months ended September 30, 2017 are furnished herewith as Exhibit 99.1, and unaudited supplemental financial information for CBS Radio for the three and nine months ended September 30, 2017 is ~~furnished~~attached ~~herewith~~hereto as Exhibit 993.~~2. Exhibit 99.~~1 and ~~Exhibit 99.2 are~~ incorporated ~~by reference into this Item 2~~herein.02 ~~in their entirety.~~

The information furnished pursuant to this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. ~~Exhibit 99.1 and Exhibit 99.2 are furnished as part of this Current Report on Form 8-K.~~

ExhibitNumber		Description of Exhibit
99.1		CBS Radio Inc. unaudited consolidated financial statements for the three and nine months ended September 30, 2017.
99.2		CBS Radio Inc. supplemental financial information for the three and nine months ended September 30, 2017.



3.1		CBS Radio Inc. Amended and Restated Certificate of Incorporation, dated November 15, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CBS RADIO INC. By: /s/ ~~Lawrence~~Andre ~~Liding~~Fernandez Name: ~~Lawrence~~Andre ~~Liding~~Fernandez Title: ~~Senior Vice~~ President, ~~Controller~~ and Chief ~~Accounting~~Executive Officer

Date: November 215, 2017

Filing Compare · CBS Radio Inc.