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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-Q

ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                             to

Commission File Number 001-09553

CBS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		04-2949533 (I.R.S. Employer Identification No.)
51 W. 52nd Street, New York, New York (Address of principal executive offices)		10019 (Zip Code)
(212) 975-4321 Registrant's telephone number, including area code

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

        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 accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        Number of shares of common stock outstanding at October 30, 2009:

        Class A Common Stock, par value $.001 per share—51,832,018

        Class B Common Stock, par value $.001 per share—625,337,592

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CBS CORPORATION
INDEX TO FORM 10-Q

				Page
		PART I - FINANCIAL INFORMATION
Item 1.		Financial Statements.
		Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2009 and September 30, 2008			3
		Consolidated Balance Sheets (Unaudited) at September 30, 2009 and December 31, 2008			4
		Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2009 and September 30, 2008			5
		Notes to Consolidated Financial Statements (Unaudited)			6
Item 2.		Management's Discussion and Analysis of Results of Operations and Financial Condition.			33
Item 3.		Quantitative and Qualitative Disclosures About Market Risk.			59
Item 4.		Controls and Procedures.			59
		PART II - OTHER INFORMATION
Item 1.		Legal Proceedings.			60
Item 1A.		Risk Factors.			60
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds.			60
Item 5.		Other Information.			61
Item 6.		Exhibits.			62

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Table of Contents

PART I—FINANCIAL INFORMATION

Item 1.    Financial Statements.

CBS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share amounts)

					Three Months Ended September 30,						Nine Months Ended September 30,
					2009			2008			2009			2008
Revenues				$	3,350.0		$	3,375.7		$	9,516.2		$	10,423.5
Expenses:
	Operating				2,132.3			2,050.2			6,429.8			6,398.8
	Selling, general and administrative				620.4			680.8			1,842.3			1,930.1
	Restructuring charges				—			5.9			9.6			53.4
	Impairment charges (Note 4)				31.7			14,117.2			31.7			14,117.2
	Depreciation and amortization				147.4			139.7			434.9			380.9
		Total expenses			2,931.8			16,993.8			8,748.3			22,880.4
Operating income (loss)					418.2			(13,618.1	)		767.9			(12,456.9	)
Interest expense					(135.4	)		(134.8	)		(402.5	)		(407.8	)
Interest income					1.6			6.4			4.3			39.2
Loss on early extinguishment of debt					—			—			(29.8	)		—
Other items, net					15.0			(41.3	)		(.4	)		83.4
Earnings (loss) before income taxes and equity in loss of investee companies					299.4			(13,787.8	)		339.5			(12,742.1	)
(Provision) benefit for income taxes					(79.7	)		1,332.1			(145.4	)		947.9
Equity in loss of investee companies, net of tax					(12.1	)		(6.5	)		(26.4	)		(15.3	)
Net earnings (loss)				$	207.6		$	(12,462.2	)	$	167.7		$	(11,809.5	)
Basic net earnings (loss) per common share				$	.31		$	(18.58	)	$	.25		$	(17.64	)
Diluted net earnings (loss) per common share				$	..30		$	(18.58	)	$	..25		$	(17.64	)
Weighted average number of common sharesoutstanding:
	Basic				674.8			670.9			673.2			669.4
	Diluted				685.1			670.9			680.5			669.4
Dividends per common share				$	..05		$	..27		$	..15		$	..79

See notes to consolidated financial statements.

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CBS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions, except per share amounts)

				At September 30, 2009			At December 31, 2008
ASSETS
Current Assets:
	Cash and cash equivalents			$	473.8		$	419.5
	Receivables, less allowances of $152.2 (2009) and $143.9 (2008)				2,726.9			2,749.9
	Programming and other inventory (Note 5)				861.3			1,027.3
	Deferred income tax assets, net				322.2			318.7
	Prepaid expenses and other current assets				702.7			669.3
	Current assets of discontinued operations				14.4			8.1
		Total current assets			5,101.3			5,192.8
Property and equipment:
	Land				335.5			337.1
	Buildings				710.9			702.3
	Capital leases				196.3			196.8
	Advertising structures				2,014.7			1,885.5
	Equipment and other				1,808.3			1,777.8
					5,065.7			4,899.5
	Less accumulated depreciation and amortization				2,166.5			1,891.2
		Net property and equipment			2,899.2			3,008.3
Programming and other inventory (Note 5)					1,451.8			1,578.1
Goodwill (Note 4)					8,661.3			8,647.8
Intangible assets (Note 4)					6,953.9			7,104.2
Other assets					1,403.3			1,260.9
Assets of discontinued operations					89.7			97.2
Total Assets				$	26,560.5		$	26,889.3
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
	Accounts payable			$	373.6		$	462.8
	Accrued compensation				251.2			370.7
	Participants' share and royalties payable				890.0			962.3
	Program rights				707.5			840.1
	Deferred revenue				409.4			392.0
	Income taxes payable				81.7			42.9
	Current portion of long-term debt (Note 7)				22.7			21.3
	Accrued expenses and other current liabilities				1,461.6			1,691.5
	Current liabilities of discontinued operations				22.9			17.3
		Total current liabilities			4,220.6			4,800.9
Long-term debt (Note 7)					6,963.7			6,974.8
Pension and postretirement benefit obligations					2,301.9			2,273.7
Deferred income tax liabilities, net					484.8			345.1
Other liabilities					3,471.4			3,617.3
Liabilities of discontinued operations					271.9			280.2
Commitments and contingencies (Note 11)
Stockholders' Equity:
	Class A Common Stock, par value $.001 per share; 375.0 shares authorized; 57.7 (2009 and 2008) shares issued				.1			.1
	Class B Common Stock, par value $.001 per share; 5,000.0 shares authorized; 737.5 (2009) and 733.5 (2008) shares issued				.7			.7
	Additional paid-in capital				43,485.1			43,495.0
	Accumulated deficit				(30,430.5	)		(30,598.2	)
	Accumulated other comprehensive loss (Note 1)				(515.8	)		(606.9	)
					12,539.6			12,290.7
	Less treasury stock, at cost; 120.4 (2009 and 2008) Class B Shares				3,693.4			3,693.4
		Total Stockholders' Equity			8,846.2			8,597.3
Total Liabilities and Stockholders' Equity				$	26,560.5		$	26,889.3

See notes to consolidated financial statements.

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CBS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)

			Nine Months Ended September 30,
			2009			2008
Operating Activities:
Net earnings (loss)			$	167.7		$	(11,809.5	)
Adjustments to reconcile net earnings (loss) to net cash flow provided by operating activities:
	Depreciation and amortization			434.9			380.9
	Impairment charges			31.7			14,117.2
	Deferred income tax provision (benefit)			148.2			(1,245.8	)
	Write-down of investments			—			56.4
	Net gain on dispositions			(.6	)		(135.4	)
	Stock-based compensation			108.2			110.5
	Loss on early extinguishment of debt			29.8			—
	Equity in loss of investee companies, net of tax and distributions			28.1			21.1
	Decrease to accounts receivable securitization program			(150.0	)		—
	Change in assets and liabilities, net of effects of acquisitions			(230.1	)		218.3
Net cash flow provided by operating activities				567.9			1,713.7
Investing Activities:
	Acquisitions, net of cash acquired			(11.8	)		(1,950.9	)
	Capital expenditures			(185.5	)		(349.6	)
	Investments in and advances to investee companies			(24.5	)		(8.9	)
	Purchases of marketable securities			(35.6	)		—
	Proceeds from dispositions			72.4			366.7
	Other, net			(.5	)		(12.4	)
Net cash flow used for investing activities				(185.5	)		(1,955.1	)
Financing Activities:
	Repayments to banks, including commercial paper, net			(2.3	)		(5.0	)
	Proceeds from issuance of senior notes			974.4			—
	Repayment of senior notes			(1,007.5	)		—
	Payment of capital lease obligations			(11.6	)		(13.7	)
	Dividends			(263.5	)		(524.3	)
	Purchase of Company common stock			(18.7	)		(45.6	)
	Proceeds from exercise of stock options			—			31.2
	Excess tax benefit from stock-based compensation			1.1			5.0
Net cash flow used for financing activities				(328.1	)		(552.4	)
Net increase (decrease) in cash and cash equivalents				54.3			(793.8	)
Cash and cash equivalents at beginning of period				419.5			1,346.9
Cash and cash equivalents at end of period			$	473.8		$	553.1
Supplemental disclosure of cash flow information
Cash paid for interest			$	395.0		$	413.9
Cash paid for income taxes			$	41.4		$	207.5
Non-cash investing and financing activities:
Equipment acquired under capitalized leases			$	—		$	19.8

See notes to consolidated financial statements.

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CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in millions, except per share amounts)

1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business—CBS Corporation (together with its consolidated subsidiaries unless the context otherwise requires, the "Company" or "CBS Corp.") is comprised of the following segments: Television (CBS Television, comprised of the CBS Television Network, television stations, its television production and syndication operations, and CBS College Sports Network; CBS Films and Showtime Networks), Radio (CBS Radio), Outdoor (CBS Outdoor), Interactive (CBS Interactive, comprised of Internet brands including CNET, CBS.com, CBSSports.com, TV.com, BNET and Last.fm) and Publishing (Simon & Schuster).

Basis of Presentation—The accompanying unaudited consolidated financial statements of the Company have been prepared pursuant to the rules of the Securities and Exchange Commission ("SEC"). These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair statement of the financial position, results of operations and cash flows of the Company for the periods presented. Certain previously reported amounts have been reclassified to conform to the current presentation.

The Company performed an evaluation of subsequent events through November 5, 2009, which is the date the financial statements have been filed with the SEC.

Use of Estimates—The preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Net Earnings (Loss) per Common Share—Basic earnings (loss) per share ("EPS") is based upon net earnings (loss) divided by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the effect of the assumed exercise of stock options and vesting of restricted stock units ("RSUs"), market-based performance share units ("PSUs") and restricted shares only in the periods in which such effect would have been dilutive. For the three and nine months ended September 30, 2009, respectively, stock options to purchase 30.3 million and 31.7 million shares of CBS Corp. Class B Common Stock were outstanding but excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2008, stock options to purchase 36.9 million shares of CBS Corp. Class B Common Stock and 14.3 million RSUs, PSUs and restricted shares were outstanding but excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive since the Company reported a net loss.

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CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

The table below presents a reconciliation of weighted average shares used in the calculation of basic and diluted EPS.

			Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)			2009			2008			2009			2008
Weighted average shares for basic EPS			674.8			670.9			673.2			669.4
Dilutive effect of shares issuable under stock-based compensation plans			10.3			—			7.3			—
Weighted average shares for diluted EPS			685.1			670.9			680.5			669.4

Comprehensive Income (Loss)—Total comprehensive income (loss) for the Company includes net earnings (loss) and other comprehensive income (loss) ("OCI") items listed in the table below.

				Three Months Ended September 30,						Nine Months Ended September 30,
				2009			2008			2009			2008
Net earnings (loss)			$	207.6		$	(12,462.2	)	$	167.7		$	(11,809.5	)
Other comprehensive income (loss), net of tax:
	Cumulative translation adjustments			12.3			(153.8	)		56.8			(71.1	)
	Net actuarial loss and prior service costs			11.1			2.5			33.4			11.0
	Net unrealized gain (loss) on securities			.6			(24.5	)		.9			(33.2	)
	Reclassification adjustment for net realized loss on securities			—			32.1			—			32.1
Total comprehensive income (loss)			$	231.6		$	(12,605.9	)	$	258.8		$	(11,870.7	)

Other Liabilities—Other liabilities consist primarily of the noncurrent portion of residual liabilities of previously disposed businesses, participants' share and royalties payable, program rights, deferred compensation and other employee benefit accruals.

Additional Paid-In Capital—For the nine months ended September 30, 2009 and 2008, the Company recorded dividends of $103.9 million and $541.0 million, respectively, as a reduction to additional paid-in capital as the Company had an accumulated deficit balance.

Adoption of New Accounting Standards—Beginning in the third quarter of 2009, the Financial Accounting Standards Board ("FASB") established the FASB Accounting Standards Codification as the source of authoritative U.S. generally accepted accounting principles recognized by the FASB.

In the second quarter of 2009, the Company adopted new FASB guidance for subsequent events. This guidance establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued and also requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date.

In the second quarter of 2009, the Company adopted new FASB guidance which requires disclosures about the fair value of financial instruments for interim reporting periods regardless of whether these financial instruments are recognized at fair value on the Consolidated Balance Sheets. (See Note 14.)

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CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

In the first quarter of 2009, the Company adopted new FASB guidance which requires enhanced disclosures about derivative instruments and hedging activities. (See Note 14.)

Effective January 1, 2009, the Company adopted revised FASB guidance for business combinations. This revised guidance establishes principles and requirements for how an acquirer recognizes and measures identifiable assets acquired, liabilities assumed, any noncontrolling interest and goodwill, and expands disclosure requirements for business combinations. This guidance also amends and clarifies accounting for assets and liabilities arising from contingencies in a business combination.

Effective January 1, 2008, the Company adopted FASB guidance for its financial assets and liabilities which establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. Effective January 1, 2009, the Company adopted this guidance for its nonfinancial assets and liabilities. During August 2009, the FASB issued further guidance on how to measure the fair value of a liability, effective for the third quarter of 2009. The adoption of this guidance did not have a material effect on the Company's consolidated financial statements. (See Note 13.)

Recent Pronouncements—In June 2009, the FASB issued revised guidance relating to the accounting for variable interest entities ("VIEs"). This guidance changes the model for determining whether an entity should consolidate a VIE. This new model requires an assessment of whether an entity has a controlling financial interest in a VIE and is therefore required to consolidate the VIE. This guidance also requires an ongoing reassessment of whether an entity continues to be the primary beneficiary of a VIE. This revised guidance is effective for the Company beginning January 1, 2010. The Company is currently evaluating the impact of the adoption of this guidance on the consolidated financial statements.

In June 2009, the FASB issued amended guidance on accounting for transfers of financial assets, effective for the Company beginning January 1, 2010. This amended guidance removes the concept of a qualifying special-purpose entity, establishes specific conditions for reporting a transfer of a portion of a financial asset as a sale, and limits the circumstances in which a financial asset, or portion of a financial asset, should be derecognized when the transferor has not transferred the entire original financial asset and/or when the transferor has continuing involvement with the transferred financial asset. The Company is currently evaluating the impact of the adoption of this guidance on the consolidated financial statements.

In December 2008, the FASB issued guidance requiring enhanced annual disclosures about plan assets of defined benefit pension and other postretirement plans, effective for the Company for the year ended December 31, 2009. These disclosures include the Company's investment policies and strategies, major categories of plan assets, the inputs and valuation techniques used to develop fair value measurements of plan assets and any significant concentrations of risk in plan assets.

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CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

2) STOCK-BASED COMPENSATION

The following table summarizes the Company's stock-based compensation expense for the three and nine months ended September 30, 2009 and 2008.

			Three Months Ended September 30,						Nine Months Ended September 30,
			2009			2008			2009			2008
RSUs, PSUs and restricted shares		$	29.4		$	34.1		$	84.3		$	99.0
Stock options and equivalents			12.0			4.2			23.9			11.5
Stock-based compensation expense, before income taxes			41.4			38.3			108.2			110.5
Related tax benefit			(16.6	)		(15.1	)		(43.3	)		(43.7	)
Stock-based compensation expense, net of tax		$	24.8		$	23.2		$	64.9		$	66.8

During the nine months ended September 30, 2009, the Company granted 12.6 million RSUs with a weighted average per unit grant date fair value of $5.17. RSU grants during 2009 generally vest over a three- to four-year service period. Certain RSU awards are also subject to satisfying performance conditions. During the nine months ended September 30, 2009, the Company also granted .4 million PSUs with an aggregate grant date fair value of $4.3 million. The number of shares that will be issued upon vesting of PSUs can range from 0% to 300% of the target award, based on the ranking of the total shareholder return for CBS Corp. Class B Common Stock within the S&P 500 Index over a designated three-year measurement period, or in certain circumstances, based on the achievement of established operating performance goals. During the nine months ended September 30, 2009, the Company also granted 15.6 million stock options with a weighted average exercise price of $5.33. Stock option grants during 2009 generally vest over a three- to four-year service period.

Total unrecognized compensation cost related to non-vested RSUs and PSUs at September 30, 2009 was $150.2 million, which is expected to be expensed over a weighted average period of 2.1 years. Total unrecognized compensation cost related to unvested stock option awards and stock option equivalents at September 30, 2009 was $52.6 million, which is expected to be expensed over a weighted average period of 2.7 years.

3) ACQUISITIONS AND DISPOSITIONS

Acquisitions

During June 2008, the Company completed the acquisition of CNET Networks, Inc. ("CNET") for $1.8 billion. The results of CNET have been included in the Interactive segment since its acquisition.

On April 23, 2008, the Company acquired International Outdoor Advertising Group ("IOA"), the leading out-of-home advertising company in South America, for $110.8 million. IOA has been included as part of the Outdoor segment since the date of acquisition.

Dispositions

On September 30, 2009, the Company completed the sale of four of its owned radio stations in Portland to Alpha Broadcasting for $40.0 million. During the third quarter of 2009, in connection with

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CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

the sale, the Company recorded a pre-tax non-cash impairment charge of $31.7 million to reduce the carrying value of intangible assets and the allocated goodwill.

On March 6, 2009, the Company completed the sale of three of its owned radio stations in Denver to Wilks Broadcasting for $19.5 million.

During June 2008, the Company sold its 37% investment in Sundance Channel for $168.4 million resulting in a pre-tax gain of $127.2 million included in "Other Items, net" in the Consolidated Statement of Operations for the nine months ended September 30, 2008.

On January 10, 2008, the Company completed the sale of seven of its owned television stations in Austin, Salt Lake City, Providence and West Palm Beach to Cerberus Capital Management, L.P. for $185.0 million.

Non-cash Transaction

On April 1, 2009, the Company completed a transaction with Clear Channel Communications, Inc. for the swap of five of its mid-size market radio stations in Baltimore, Portland, Sacramento and Seattle, for two radio stations in Houston.

4) GOODWILL AND INTANGIBLE ASSETS

In the third quarter of 2009, in connection with the sale of certain of its radio stations, the Company recorded a pre-tax non-cash impairment charge of $31.7 million to reduce the carrying value of intangible assets and the allocated goodwill.

For the nine months ended September 30, 2009, the changes in the book value of goodwill, by segment, were as follows:

				At December 31, 2008			Impairment Charges			Dispositions			Other (a)			At September 30, 2009
Television			$	3,000.9		$	—		$	—		$	—		$	3,000.9
Radio				1,929.2			(11.0	)		(.7	)		—			1,917.5
Outdoor				1,933.7			—			—			29.7			1,963.4
Interactive				1,368.1			—			(5.0	)		.2			1,363.3
Publishing				415.9			—			—			.3			416.2
	Total		$	8,647.8		$	(11.0	)	$	(5.7	)	$	30.2		$	8,661.3

(a)

Primarily reflects foreign currency translation adjustments.

In the third quarter of 2008, the Company recorded a pre-tax non-cash impairment charge of $14.12 billion to reduce the carrying value of goodwill by $10.99 billion and intangible assets by $3.13 billion. The charge was reflected as a reduction to goodwill at the Television segment of $5.81 billion, the Radio segment of $2.33 billion and the Outdoor segment of $2.85 billion as well as a reduction to the carrying value of intangible assets related to FCC licenses at the Television segment of $2.13 billion and the Radio segment of $984.6 million, and franchise agreements at the Outdoor segment of $8.2 million.

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CBS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

The Company's intangible assets were as follows:

At September 30, 2009				Gross			Accumulated Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements			$	873.9		$	(487.7	)	$	386.2
Franchise agreements				508.2			(253.9	)		254.3
Other intangible assets				463.3			(235.2	)		228.1
	Total intangible assets subject to amortization			1,845.4			(976.8	)		868.6
FCC licenses				5,916.5			—			5,916.5
Trade names				168.8			—			168.8
	Total intangible assets		$	7,930.7		$	(976.8	)	$	6,953.9

At December 31, 2008				Gross			Accumulated Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements			$	866.5		$	(448.3	)	$	418.2
Franchise agreements				504.3			(233.9	)		270.4
Other intangible assets				461.8			(192.3	)		269.5
	Total intangible assets subject to amortization			1,832.6			(874.5	)		958.1
FCC licenses				5,977.3			—			5,977.3
Trade names				168.8			—			168.8
	Total intangible assets		$	7,978.7		$	(874.5	)	$	7,104.2

Amortization expense was $33.4 million and $32.4 million for the three months ended September 30, 2009 and 2008, respectively, and $99.7 million and $83.8 million for the nine months ended September 30, 2009 and 2008, respectively. The Company expects its aggregate annual amortization expense for existing intangible assets subject to amortization for each of the years, 2009 through 2013, to be as follows:

		2009			2010			2011			2012			2013
Amortization expense		$	134.0		$	128.1		$	115.2		$	93.7		$	83.1

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

5) PROGRAMMING AND OTHER INVENTORY

The following table sets forth the Company's programming and other inventory.

				At September 30, 2009			At December 31, 2008
Program rights			$	1,518.1		$	1,915.7
Television programming:
	Released (including acquired libraries)			442.7			551.4
	In process and other			196.9			53.6
Theatrical programming, in process and other				75.3			—
Publishing, primarily finished goods				78.9			83.7
Other				1.2			1.0
Total programming and other inventory				2,313.1			2,605.4
	Less current portion			861.3			1,027.3
Total noncurrent programming and other inventory			$	1,451.8		$	1,578.1

6) RELATED PARTIES

National Amusements, Inc.    National Amusements, Inc. ("NAI") is the controlling stockholder of CBS Corp. Mr. Sumner M. Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of NAI, is the Executive Chairman of the Board of Directors and founder of both CBS Corp. and Viacom Inc. At September 30, 2009, NAI beneficially owned CBS Corp. Class A Common Stock representing approximately 81% of the voting power of all classes of CBS Corp.'s Common Stock, and owned approximately 10% of CBS Corp.'s Class A Common Stock and Class B Common Stock on a combined basis.

During October 2009, NAIRI Inc., a wholly owned subsidiary of NAI, converted 5.8 million shares of CBS Corp. Class A Common Stock into shares of Class B Common Stock and then sold 28.6 million shares of CBS Corp. Class B Common Stock. As a result, at October 30, 2009, NAI beneficially owned approximately 79% of CBS Corp.'s Class A Common Stock and approximately 6% of CBS Corp.'s Class A Common Stock and Class B Common Stock on a combined basis.

Viacom Inc.    CBS Corp., as part of its normal course of business, enters into transactions with Viacom Inc. and its subsidiaries. CBS Corp., through its Television segment, licenses its television products to Viacom Inc., primarily MTV Networks and BET. In addition, CBS Corp. recognizes advertising revenues for media spending placed by various subsidiaries of Viacom Inc., primarily Paramount Pictures. Paramount Pictures also distributes certain of the Company's television products in the home entertainment market. CBS Corp.'s total revenues from these transactions were $92.2 million and $244.8 million for the three months ended September 30, 2009 and 2008, respectively, and $204.5 million and $390.2 million for the nine months ended September 30, 2009 and 2008, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

Showtime Networks pays license fees to Paramount Pictures for motion picture programming under an exclusive output agreement which covers feature films initially theatrically released in the United States through 2007. Showtime Networks has exhibition rights to each film licensed under this agreement during three pay television exhibition windows over the course of several years after each such film's initial theatrical release. This agreement has not been renewed for new feature films initially theatrically released in the United States after 2007. These license fees are initially recorded as programming inventory and amortized over the shorter of the life of the license agreement or projected useful life of the programming. In addition, CBS Corp. places advertisements with and leases production facilities from various subsidiaries of Viacom Inc. The total spending for all of these transactions was $6.9 million and $46.1 million for the three months ended September 30, 2009 and 2008, respectively, and $15.7 million and $58.2 million for the nine months ended September 30, 2009 and 2008, respectively.

The following table presents the amounts due from or due to Viacom Inc. in the normal course of business as reflected on CBS Corp.'s Consolidated Balance Sheets.

			At September 30, 2009			At December 31, 2008
Amounts due from Viacom Inc.:
Receivables		$	151.8		$	182.5
Other assets (Receivables, noncurrent)			216.7			249.8
Total amounts due from Viacom Inc.		$	368.5		$	432.3
Amounts due to Viacom Inc.:
Accounts payable		$	2.2		$	6.5
Program rights			35.9			48.2
Other liabilities (Program rights, noncurrent)			4.4			26.5
Total amounts due to Viacom Inc.		$	42.5		$	81.2

Other Related Parties.    The Company owns 50% of The CW, a television broadcast network, which is accounted for by the Company as an equity investment. CBS Corp., through the Television segment, licenses its television products to The CW resulting in total revenues of $15.2 million and $14.8 million for the three months ended September 30, 2009 and 2008, respectively and $49.3 million and $39.5 million for the nine months ended September 30, 2009 and 2008, respectively.

The Company, through the normal course of business, is involved in transactions with other related parties that have not been material in any of the periods presented.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

7) BANK FINANCING AND DEBT

The following table sets forth the Company's debt.

				At September 30, 2009			At December 31, 2008
Notes payable to banks			$	1.9		$	4.3
Senior debt (4.625% - 8.875% due 2010 - 2056) (a)				6,908.8			6,904.3
Other notes				—			.2
Obligations under capital leases				109.2			120.8
Total debt				7,019.9			7,029.6
	Less discontinued operations debt (b)			33.5			33.5
Total debt from continuing operations				6,986.4			6,996.1
	Less current portion			22.7			21.3
Total long-term debt from continuing operations, net of current portion			$	6,963.7		$	6,974.8

(a)

At September 30, 2009 and December 31, 2008, the senior debt balances included (i) a net unamortized premium of $2.2 million and $23.3 million, respectively, and (ii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $84.1 million and $88.0 million, respectively. The September 30, 2009 balance also includes an increase in the carrying value of the debt relating to outstanding fair value hedges of $7.6 million. The face value of the Company's senior debt was $6.81 billion at September 30, 2009 and $6.79 billion at December 31, 2008.

(b)

Included in "Liabilities of discontinued operations" on the Consolidated Balance Sheets.

The senior debt of CBS Corp. is fully and unconditionally guaranteed by its wholly owned subsidiary, CBS Operations Inc. Senior debt in the amount of $52.2 million of the Company's wholly owned subsidiary, CBS Broadcasting Inc., is not guaranteed.

On May 13, 2009, CBS Corp. issued $350.0 million of 8.875% senior notes due 2019 and $400.0 million of 8.200% senior notes due 2014. On June 2, 2009, CBS Corp. issued $250.0 million of 8.875% senior notes due 2019. Interest on these senior notes will be paid semi-annually. The senior notes are fully and unconditionally guaranteed by CBS Operations Inc., a wholly owned subsidiary of CBS Corp.

During the nine months ended September 30, 2009, the Company repurchased $978.3 million of its 7.70% senior notes due 2010 resulting in a loss on early extinguishment of debt of $29.8 million.

At September 30, 2009, the Company classified $416.8 million of senior notes maturing in July 2010 as long-term debt on the Consolidated Balance Sheet, reflecting its intent and ability to refinance this debt on a long-term basis.

Credit Facility

At September 30, 2009, the Company had a $3.0 billion revolving credit facility which expires in December 2010 (the "Credit Facility"). The Credit Facility requires the Company to maintain a minimum Consolidated Coverage Ratio, as defined in the Credit Facility, of 3x for the trailing four quarters. At September 30, 2009, the Company's Consolidated Coverage Ratio was approximately 4x. The primary purpose of the Credit Facility is to support commercial paper borrowings. At September 30, 2009, the Company had no borrowings outstanding under the Credit Facility and the remaining availability under the Credit Facility, net of outstanding letters of credit, was $2.80 billion.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

On November 4, 2009, the Company entered into a three-year $2.0 billion revolving credit facility, which expires in December 2012. This credit facility, which replaces the Company's previous credit facility that was set to expire in December 2010, requires the Company to maintain a minimum Consolidated Coverage Ratio and a maximum Consolidated Leverage Ratio, as defined in the credit agreement.

Accounts Receivable Securitization Program

The Company's revolving accounts receivable securitization program provides for the sale of receivables on a non-recourse basis to unrelated third parties on a one-year renewable basis, thereby reducing accounts receivable on the Company's Consolidated Balance Sheets. The Company entered into this arrangement because it provides an additional source of liquidity. Proceeds from this program are used to reduce outstanding borrowings. The terms of the revolving securitization arrangement require that the receivable pools subject to the program meet certain performance ratios. As of September 30, 2009, the Company was in compliance with the required ratios under the receivable securitization program. During the first quarter of 2009, the Company reduced amounts outstanding under its accounts receivable securitization program by $300.0 million and subsequently, during the third quarter of 2009, the Company increased the amounts outstanding by $150.0 million, resulting in a net decrease of $150.0 million for the nine months ended September 30, 2009. At September 30, 2009 the Company had $400.0 million outstanding under its accounts receivable securitization program versus $550.0 million at December 31, 2008.

During the nine months ended September 30, 2009 and 2008, proceeds from collections of securitized accounts receivables of $1.05 billion and $2.09 billion, respectively, were reinvested in the revolving receivable securitization program. The net loss associated with securitizing the program's accounts receivables was $3.3 million and $4.6 million for the three and nine months ended September 30, 2009, respectively, and $4.5 million and $12.2 million for the three and nine months ended September 30, 2008, respectively.

8) PENSION AND OTHER POSTRETIREMENT BENEFITS

The components of net periodic cost for the Company's pension and postretirement benefits plans were as follows:

			Pension Benefits						Postretirement Benefits
Three Months Ended September 30,				2009			2008			2009			2008
Components of net periodic cost:
	Service cost		$	7.8		$	8.4		$	.2		$	.2
	Interest cost			72.4			74.9			12.3			11.8
	Expected return on plan assets			(54.8	)		(69.4	)		—			—
	Amortization of transition obligation			—			.1			—			—
	Amortization of actuarial loss (gain)			21.2			8.2			(2.8	)		(4.2	)
	Amortization of prior service cost (credit)			.2			.1			(.1	)		(.1	)
Net periodic cost			$	46.8		$	22.3		$	9.6		$	7.7

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

9) STOCKHOLDERS' EQUITY

On July 31, 2009, the Company announced a quarterly cash dividend of $.05 per share on its Class A and Class B Common Stock payable on October 1, 2009. The total dividend was $34.6 million of which $33.8 million was paid on October 1, 2009 and $.8 million was accrued to be paid upon vesting of RSUs. During the third quarter of 2009, the Company paid $34.9 million for the dividend declared on April 7, 2009 and for dividend payments on RSUs that vested during the third quarter of 2009.

10) INCOME TAXES

The provision for income taxes represents federal, state and local, and foreign income taxes on earnings (loss) before income taxes and equity in loss of investee companies.

The provision for income taxes was $79.7 million and $145.4 million for the three and nine months ended September 30, 2009, respectively, versus an income tax benefit of $1.33 billion and $947.9 million for the three and nine months ended September 30, 2008, respectively. The provision for income taxes for the three and nine months ended September 30, 2009 included a tax benefit of $41.8 million and $45.3 million, respectively, from the settlements of certain income tax audits. The provision for income taxes for the nine months ended September 30, 2009 was also impacted by the reversal of certain international net operating loss carryforwards of $13.4 million and a reduction of deferred tax assets associated with stock-based compensation of $42.3 million. This reduction reflects the difference between the estimated tax benefit recognized based on the grant date fair value of the stock-based compensation award versus the actual tax benefit realized based on the market value on the date of vest. The income tax benefit for the three and nine months ended September 30, 2008 included a tax benefit of $1.42 billion associated with the non-cash impairment charge of $14.12 billion to reduce the carrying value of goodwill and intangible assets.

During the third quarter of 2009, the Company and the Internal Revenue Service ("IRS") settled the Company's income tax audit for the year 2005. The Company is currently under examination by the IRS for the years 2006 and 2007. In addition, various tax years are currently under examination by state and local and foreign tax authorities. With respect to open tax years in all jurisdictions, the Company believes it is reasonably possible that the total reserve for uncertain tax positions may change within the next twelve months; however, any related estimate of the impact to the reserves for uncertain tax positions can not currently be determined.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

11) COMMITMENTS AND CONTINGENCIES

Off-Balance Sheet Arrangements

The Company has indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. At September 30, 2009, the outstanding letters of credit and surety bonds approximated $367.4 million and were not recorded on the Consolidated Balance Sheet.

In the course of its business, the Company both provides and receives indemnities which are intended to allocate certain risks associated with business transactions. Similarly, the Company may remain contingently liable for various obligations of a business that has been divested in the event that a third party does not live up to its obligations under an indemnification obligation. The Company records a liability for its indemnification obligations and other contingent liabilities when probable under generally accepted accounting principles.

Legal Matters

Securities Actions.    On December 12, 2008, the City of Pontiac General Employees' Retirement System filed a self-styled class action complaint in the United States District Court for the Southern District of New York against the Company and its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and Treasurer, alleging violations of federal securities law. The complaint, which was filed on behalf of a putative class of purchasers of the Company's common stock between February 26, 2008 and October 10, 2008 (the "Class Period"), alleges that, among other things, the Company's failure to timely write down the value of certain assets caused the Company's reported operating results during the Class Period to be materially inflated. The plaintiffs seek unspecified compensatory damages. On February 11, 2009, a motion was filed in the case on behalf of The City of Omaha, Nebraska Civilian Employees' Retirement System, and The City of Omaha Police and Fire Retirement System (collectively, the "Omaha Funds") seeking to appoint the Omaha Funds as the lead plaintiffs in this case; on March 5, 2009, the court granted that motion. On May 4, 2009, the plaintiffs filed an Amended Complaint, which removes the Treasurer as a defendant and adds the Executive Chairman. On July 13, 2009, the defendants filed a motion to dismiss this action and, on December 2, 2009, the court is scheduled to hear argument on the motion. The Company believes that the plaintiffs' claims are without merit and intends to vigorously defend itself in the litigation.

On October 2, 2009, a shareholder derivative complaint, Hatcher v. CBS, et. al., was filed in the United States District Court for the Southern District of New York naming the Company, as a nominal defendant, members of its board of directors and its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer as defendants. The complaint alleges that the defendants breached fiduciary duties by failing to timely write down the value of certain of the Company's assets and relates to the same or similar allegations in the Omaha Funds case. The complaint seeks, among other things, unspecified compensatory damages, restitution from the defendants with respect to compensation, benefits and profits obtained and the institution of certain reforms to the Company's internal control functions. The Company intends to ask the court to dismiss this complaint on various grounds.

Indecency Regulation.    In March 2006, the FCC released certain decisions relating to indecency complaints against certain of the Company's owned television stations and affiliated stations. The FCC ordered the Company to pay a forfeiture of $550,000 in the proceeding relating to the broadcast of a Super Bowl half-time show by the Company's television stations (the "Superbowl Proceeding"). In May 2006, the FCC denied the Company's petition for reconsideration. In July 2006, the Company filed a

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

Petition for Review of the forfeiture with the U.S. Court of Appeals for the Third Circuit and paid the $550,000 forfeiture in order to facilitate the Company's ability to bring the appeal. Oral argument was heard in September 2007. In July 2008, the U.S. Court of Appeals for the Third Circuit vacated the FCC's order to have the Company pay the forfeiture and remanded the case to the FCC. On November 18, 2008, the FCC filed a petition for certiorari with the U.S. Supreme Court, seeking review of the Third Circuit's decision. The petition requested that the U.S. Supreme Court not act on the petition until it ruled in the "fleeting expletives case" mentioned below. On January 8, 2009, the Company filed its opposition to the FCC's petition for certiorari.

In another case involving broadcasts on another network, in June 2007, the U.S. Court of Appeals for the Second Circuit vacated the FCC's November 2006 finding that the broadcast of fleeting and isolated expletives was indecent and remanded the case to the FCC (the "fleeting expletives case"). On March 17, 2008, the U.S. Supreme Court granted the FCC's petition to review the U.S. Court of Appeals for the Second Circuit's decision. On November 4, 2008, the U.S. Supreme Court heard argument in this case. On April 28, 2009, the U.S. Supreme Court issued a 5-4 decision reversing the Second Circuit's judgment on administrative grounds in favor of the FCC and remanding the fleeting expletives case to the Second Circuit.

Following the decision in the fleeting expletives case, on May 4, 2009, the U.S. Supreme Court remanded the Superbowl Proceeding to the U.S. Court of Appeals for the Third Circuit. Both cases will be the subject of further proceedings, in light of the U.S. Supreme Court's April 28, 2009 decision, before the respective U.S. Court of Appeals. The Third Circuit has requested a new round of briefing from the Company and the FCC in light of the U.S. Supreme Court's decision in the fleeting expletives case.

In March 2006, the FCC also notified the Company and certain affiliates of the CBS Television Network of apparent liability for forfeitures relating to a broadcast of the program Without a Trace. The FCC proposed to assess a forfeiture of $32,500 against each of these stations, totaling $260,000 for the Company's owned stations. The Company is contesting the FCC decision and the proposed forfeitures.

Additionally, the Company, from time to time, has received and may receive in the future letters of inquiry from the FCC prompted by complaints alleging that certain programming on the Company's broadcasting stations included indecent material.

Claims Related to Former Businesses: Asbestos, Environmental and Other.    The Company is a defendant in lawsuits claiming various personal injuries related to asbestos and other materials, which allegedly occurred principally as a result of exposure caused by various products manufactured by Westinghouse, a predecessor, generally prior to the early 1970s. Westinghouse was neither a producer nor a manufacturer of asbestos. The Company is typically named as one of a large number of defendants in both state and federal cases. In the majority of asbestos lawsuits, the plaintiffs have not identified which of the Company's products is the basis of a claim. Claims against the Company in which a product has been identified principally relate to exposures allegedly caused by asbestos-containing insulating material in turbines sold for power-generation, industrial and marine use, or by asbestos containing grades of decorative micarta, a laminate used in commercial ships.

Claims are frequently filed and/or settled in groups, which may make the amount and timing of settlements, and the number of pending claims, subject to significant fluctuation from period to period. The Company does not report as pending those claims on inactive, stayed, deferred or similar dockets which some jurisdictions have established for claimants who allege minimal or no impairment. As of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

September 30, 2009, the Company had pending approximately 61,820 asbestos claims, as compared with approximately 68,520 as of December 31, 2008 and 69,280 as of September 30, 2008. During the third quarter of 2009, the Company received approximately 1,090 new claims and closed or moved to an inactive docket approximately 3,750 claims. The Company reports claims as closed when it becomes aware that a dismissal order has been entered by a court or when the Company has reached agreement with the claimants on the material terms of a settlement. Settlement costs depend on the seriousness of the injuries that form the basis of the claim, the quality of evidence supporting the claims and other factors. The Company's total costs for the years 2008 and 2007 for settlement and defense of asbestos claims after insurance recoveries and net of tax benefits were approximately $15.0 million and $17.5 million, respectively. The Company's costs for settlement and defense of asbestos claims may vary year to year as insurance proceeds are not always recovered in the same period as the insured portion of the expenses.

The Company believes that its reserves and insurance are adequate to cover its asbestos liabilities. This belief is based upon many factors and assumptions, including the number of outstanding claims, estimated average cost per claim, the breakdown of claims by disease type, historic claim filings, costs per claim of resolution and the filing of new claims. While the number of asbestos claims filed against the Company has trended down in recent years, it is difficult to predict future asbestos liabilities, as events and circumstances may occur including, among others, the number and types of claims and average cost to resolve such claims, which could affect the Company's estimate of its asbestos liabilities.

The Company from time to time receives claims from federal and state environmental regulatory agencies and other entities asserting that it is or may be liable for environmental cleanup costs and related damages principally relating to historical and predecessor operations of the Company. In addition, the Company from time to time receives personal injury claims including toxic tort and product liability claims (other than asbestos) arising from historical operations of the Company and its predecessors.

General.    On an ongoing basis, the Company defends itself in numerous lawsuits and proceedings and responds to various investigations and inquiries from federal, state and local authorities (collectively, "litigation"). Litigation is inherently uncertain and always difficult to predict. However, based on its understanding and evaluation of the relevant facts and circumstances, the Company believes that the above-described legal matters and other litigation to which it is a party are not likely, in the aggregate, to have a material adverse effect on its results of operations, financial position or cash flows. Under the Separation Agreement between the Company and Viacom Inc., the Company and Viacom Inc. have agreed to defend and indemnify the other in certain litigation in which the Company and/or Viacom Inc. is named.

12) RESTRUCTURING CHARGES

During the year ended December 31, 2008, the Company recorded restructuring charges of $136.7 million, of which $53.4 million was recorded during the nine months ended September 30, 2008. The full year 2008 charges reflected $127.5 million of severance costs and $9.2 million of contract termination and other associated costs.

During the nine months ended September 30, 2009, the Company recorded restructuring charges of $9.6 million, reflecting $4.9 million of severance costs associated with headcount reductions and $4.7 million of contract termination costs related to exiting a broadcasting equipment lease upon completion of the digital conversion.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

As of September 30, 2009, the Company paid $98.6 million of severance costs and $3.2 million of contract termination and other associated costs, of which $12.6 million and $.3 million, respectively, was paid during the third quarter of 2009. The following table sets forth the activity for the restructuring charges by segment.

13) FAIR VALUE MEASUREMENTS

The following table sets forth the Company's assets and liabilities measured at fair value on a recurring basis at September 30, 2009. These assets and liabilities have been categorized according to the three-level fair value hierarchy established by the FASB, which prioritizes the inputs used in measuring fair value.

The fair value of Level 1 investments is determined based on publicly quoted market prices in active markets. The fair value of Level 2 investments is determined by reference to market prices for similar securities. The fair value of interest rate swaps and foreign currency hedges is determined based on the present value of future cash flows using observable inputs, including interest rates, yield curves and foreign currency exchange rates. The fair value of deferred compensation is determined based on the fair value of the investments elected by employees.

In connection with the sale of four radio stations during the third quarter of 2009, the Company recorded a pre-tax non-cash impairment charge of $31.7 million to reduce the carrying value of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular dollars in millions, except per share amounts)

intangible assets and the allocated goodwill to its fair value, which was determined based on the price paid by the buyer.