10-Q

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TABLE OF CONTENTS

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

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 June 30, 2011
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	04-2949533
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
51 W. 52nd Street, New York, New York	10019
(Address of principal executive offices)	(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 July 29, 2011:

        Class A Common Stock, par value $.001 per share–43,444,915

        Class B Common Stock, par value $.001 per share–626,439,222

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 Six Months Ended June 30, 2011 and June 30, 2010	3
	Consolidated Balance Sheets (Unaudited) at June 30, 2011 and December 31, 2010	4
	Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2011 and June 30, 2010	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management's Discussion and Analysis of Results of Operations and Financial Condition.	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	55
Item 4.	Controls and Procedures.	55
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	56
Item 1A.	Risk Factors.	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	56
Item 6.	Exhibits.	57

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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 June 30,						Six Months Ended June 30,
			2011			2010			2011			2010
Revenues			$	3,586		$	3,331		$	7,096		$	6,862
Expenses:
	Operating			2,030			2,077			4,306			4,641
	Selling, general and administrative			683			673			1,341			1,289
	Restructuring charges			—			2			—			59
	Depreciation and amortization			139			144			278			285
		Total expenses		2,852			2,896			5,925			6,274
Operating income				734			435			1,171			588
Interest expense				(110	)		(134	)		(220	)		(272	)
Interest income				1			2			3			3
Loss on early extinguishment of debt				—			(41	)		—			(38	)
Other items, net				5			(14	)		14			(27	)
Earnings before income taxes and equity in loss of investee companies				630			248			968			254
Provision for income taxes				(230	)		(91	)		(352	)		(112	)
Equity in loss of investee companies, net of tax				(5	)		(7	)		(19	)		(18	)
Net earnings			$	395		$	150		$	597		$	124
Basic net earnings per common share			$	..59		$	..22		$	..89		$	..18
Diluted net earnings per common share			$	..58		$	..22		$	..87		$	..18
Weighted average number of common shares outstanding:
	Basic			669			679			671			678
	Diluted			686			693			689			693
Dividends per common share			$	..10		$	..05		$	..15		$	..10

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 June 30, 2011			At December 31, 2010
ASSETS
Current Assets:
	Cash and cash equivalents		$	1,346		$	480
	Receivables, less allowances of $139 (2011) and $131 (2010)			3,024			3,248
	Programming and other inventory (Note 4)			360			725
	Deferred income tax assets, net			304			303
	Prepaid income taxes			56			45
	Prepaid expenses and other current assets			599			529
	Current assets of discontinued operations			6			5
		Total current assets		5,695			5,335
Property and equipment:
	Land			330			329
	Buildings			713			709
	Capital leases			197			197
	Advertising structures			2,136			2,073
	Equipment and other			1,771			1,797
				5,147			5,105
	Less accumulated depreciation and amortization			2,552			2,411
		Net property and equipment		2,595			2,694
Programming and other inventory (Note 4)				1,224			1,425
Goodwill				8,622			8,524
Intangible assets (Note 3)				6,577			6,624
Other assets				1,444			1,469
Assets of discontinued operations				72			72
Total Assets			$	26,229		$	26,143
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
	Accounts payable		$	372		$	439
	Accrued compensation			291			408
	Participants' share and royalties payable			1,018			943
	Program rights			572			601
	Deferred revenue			307			292
	Current portion of long-term debt (Note 6)			31			27
	Accrued expenses and other current liabilities			1,322			1,299
	Current liabilities of discontinued operations			18			17
		Total current liabilities		3,931			4,026
Long-term debt (Note 6)				5,964			5,973
Pension and postretirement benefit obligations				1,969			1,986
Deferred income tax liabilities, net				851			715
Other liabilities				3,367			3,420
Liabilities of discontinued operations				199			202
Commitments and contingencies (Note 10)
Stockholders' Equity:
	Class A Common Stock, par value $.001 per share; 375 shares authorized; 43 (2011) and 44 (2010) shares issued			—			—
	Class B Common Stock, par value $.001 per share; 5,000 shares authorized; 767 (2011) and 757 (2010) shares issued			1			1
	Additional paid-in capital			43,436			43,443
	Accumulated deficit			(29,051	)		(29,648	)
	Accumulated other comprehensive loss (Note 1)			(252	)		(286	)
				14,134			13,510
	Less treasury stock, at cost; 142 (2011) and 120 (2010) Class B Shares			4,186			3,689
		Total Stockholders' Equity		9,948			9,821
Total Liabilities and Stockholders' Equity			$	26,229		$	26,143

See notes to consolidated financial statements.

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CBS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)

		Six Months Ended June 30,
		2011			2010
Operating Activities:
Net earnings		$	597		$	124
Adjustments to reconcile net earnings to net cash flow provided by operating activities:
	Depreciation and amortization		278			285
	Stock-based compensation		75			70
	Loss on early extinguishment of debt		—			38
	Equity in loss of investee companies, net of tax and distributions		21			18
	Change in assets and liabilities, net of effects of acquisitions		623			716
Net cash flow provided by operating activities			1,594			1,251
Investing Activities:
	Acquisitions, net of cash acquired		(55	)		(8	)
	Capital expenditures		(95	)		(100	)
	Investments in and advances to investee companies		(42	)		(41	)
	Proceeds from dispositions		13			1
	Other investing activities		8			—
Net cash flow used for investing activities			(171	)		(148	)
Financing Activities:
	Proceeds from issuance of notes		4			497
	Repayment of notes and debentures		(2	)		(976	)
	Payment of capital lease obligations		(9	)		(8	)
	Dividends		(73	)		(74	)
	Purchase of Company common stock		(578	)		(36	)
	Proceeds from exercise of stock options		45			3
	Excess tax benefit from stock-based compensation		61			12
	Decrease to accounts receivable securitization program (Note 6)		—			(400	)
	Other financing activities		(5	)		—
Net cash flow used for financing activities			(557	)		(982	)
Net increase in cash and cash equivalents			866			121
Cash and cash equivalents at beginning of period			480			717
Cash and cash equivalents at end of period		$	1,346		$	838
Supplemental disclosure of cash flow information
Cash paid for interest		$	210		$	264
Cash paid for income taxes		$	158		$	32

See notes to consolidated financial statements.

-5-

CBS CORPORATION AND SUBSIDIARIES

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

1) BASIS OF PRESENTATION AND 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: Entertainment (CBS Television, comprised of the CBS Television Network, CBS Television Studios, CBS Studios International and CBS Television Distribution; CBS Films and CBS Interactive), Cable Networks (Showtime Networks, CBS Sports Network and Smithsonian Networks), Publishing (Simon & Schuster), Local Broadcasting (CBS Television Stations and CBS Radio) and Outdoor (CBS Outdoor, comprised of Outdoor Americas and Outdoor Europe).

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. 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, 2010.

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.

Use of Estimates—The preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States ("U.S.") 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 revenues and 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 under different assumptions or conditions.

Net Earnings per Common Share—Basic earnings per share ("EPS") is based upon net earnings 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") and market-based performance share units ("PSUs") only in the periods in which such effect would have been dilutive. For both the three and six months ended June 30, 2011, stock options to purchase 22 million shares of Class B Common Stock were outstanding but excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive. For both the three and six months ended June 30, 2010, stock options to purchase 33 million shares of Class B Common Stock were outstanding but excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive.

-6-

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 June 30,				Six Months Ended June 30,
(in millions)	2011		2010		2011		2010
Weighted average shares for basic EPS		669		679		671		678
Dilutive effect of shares issuable under stock-based compensation plans		17		14		18		15
Weighted average shares for diluted EPS		686		693		689		693

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

		Three Months Ended June 30,					Six Months Ended June 30,
		2011		2010			2011		2010
Net earnings		$	395	$	150		$	597	$	124
Other comprehensive income (loss), net of tax:
	Cumulative translation adjustments		6		(15	)		19		(20	)
	Net actuarial loss and prior service costs		8		9			15		86
Total comprehensive income		$	409	$	144		$	631	$	190

Collaborative Arrangements—Collaborative arrangements primarily consist of joint efforts with third parties to produce and distribute programming such as television series and live sporting events, including the new 14-year agreement between the Company and Turner Broadcasting System, Inc. to telecast the NCAA Division I Men's Basketball Championship ("NCAA Tournament"), which began in 2011. In connection with this agreement for the NCAA Tournament, advertisements aired on CBS Television Network are recorded as revenues and the Company's share of the program rights fees and other operating costs are recorded as operating expenses.

For episodic television programming, co-production costs are initially capitalized as programming inventory and amortized over the television series estimated economic life. In such arrangements where the Company has distribution rights, all proceeds generated from such distribution are recorded as revenues and any participation profits due to third party collaborators are recorded as operating expenses. In co-production arrangements where third party collaborators have distribution rights, the Company's net participating profits are recorded as revenues.

Amounts attributable to transactions arising from collaborative arrangements between participants were not material to the Company's consolidated financial statements for all periods presented.

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.

-7-

CBS CORPORATION AND SUBSIDIARIES

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

Additional Paid-In Capital—For the six months ended June 30, 2011 and 2010, the Company recorded dividends of $103 million and $70 million, respectively, as a reduction to additional paid-in capital as the Company had an accumulated deficit balance.

Adoption of New Accounting Standards

Revenue Arrangements with Multiple Deliverables

On January 1, 2011, the Company adopted the Financial Accounting Standards Board's ("FASB") revised guidance on revenue arrangements with multiple deliverables. This guidance revises the criteria for separating and allocating consideration for each deliverable in a multiple-deliverable arrangement and establishes a hierarchy for determining the selling price of each deliverable. Under the guidance, revenues are allocated based on the relative selling price of each deliverable. The selling price used for each deliverable will be based on the Company-specific objective evidence if available, third party evidence if Company-specific evidence is not available, or estimated selling price for the stand-alone sale of the deliverable if neither Company-specific objective evidence nor third party evidence is available. The adoption of this guidance did not have a material effect on the Company's consolidated financial statements.

Recent Pronouncements

Fair Value Measurement

In May 2011, the FASB issued guidance to improve the comparability of fair value measurements presented in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and International Financial Reporting Standards ("IFRS"), effective for the Company beginning in the first quarter of 2012. This guidance clarifies the FASB's intent about the application of existing fair value measurement requirements and changes certain principles and requirements for measuring fair value and for disclosing information about fair value measurements. The adoption of this guidance will not have a material effect on the Company's consolidated financial statements.

Comprehensive Income

In June 2011, the FASB issued amended guidance on the presentation of comprehensive income, effective for the Company beginning in the first quarter of 2012, with early adoption permitted. Under this guidance, the total comprehensive income, the components of net income and the components of other comprehensive income must be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance also requires reclassification adjustments, for items reclassified from other comprehensive income to net income, to be presented on the face of each of these statements. The adoption of this guidance will not have a material effect on the Company's consolidated financial statements.

-8-

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 six months ended June 30, 2011 and 2010.

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
RSUs and PSUs	$	27		$	29		$	52		$	56
Stock options and equivalents		14			8			23			14
Stock-based compensation expense, before income taxes		41			37			75			70
Related tax benefit		(17	)		(15	)		(30	)		(28	)
Stock-based compensation expense, net of tax benefit	$	24		$	22		$	45		$	42

During the six months ended June 30, 2011, the Company granted 6 million RSUs with a weighted average per unit grant date fair value of $22.23. RSU grants during the first six months of 2011 generally vest over a one-to-four-year service period. Certain RSU awards are also subject to satisfying performance conditions. The number of shares that will be issued upon vesting of RSU awards with performance conditions can range from 0% to 120% of the target award, based on the achievement of established operating performance goals. During the six months ended June 30, 2011, the Company also granted 6 million stock options with a weighted average exercise price of $23.17. Stock option grants during 2011 generally vest over a four-year service period and expire eight years from the date of grant.

Total unrecognized compensation cost related to non-vested RSUs at June 30, 2011 was $208 million, which is expected to be expensed over a weighted average period of 2.6 years. Total unrecognized compensation cost related to unvested stock option awards at June 30, 2011 was $88 million, which is expected to be expensed over a weighted average period of 2.9 years.

3) INTANGIBLE ASSETS

The Company's intangible assets were as follows:

At June 30, 2011		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements		$	908	$	(596	)	$	312
Franchise agreements			493		(286	)		207
Other intangible assets			385		(234	)		151
	Total intangible assets subject to amortization		1,786		(1,116	)		670
FCC licenses			5,738		—			5,738
Trade names			169		—			169
	Total intangible assets	$	7,693	$	(1,116	)	$	6,577

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CBS CORPORATION AND SUBSIDIARIES

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

At December 31, 2010		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements		$	895	$	(562	)	$	333
Franchise agreements			491		(272	)		219
Other intangible assets			375		(210	)		165
	Total intangible assets subject to amortization		1,761		(1,044	)		717
FCC licenses			5,738		—			5,738
Trade names			169		—			169
	Total intangible assets	$	7,668	$	(1,044	)	$	6,624

Amortization expense was $32 million and $33 million for the three months ended June 30, 2011 and 2010, respectively, and $63 million and $66 million for the six months ended June 30, 2011 and 2010, respectively. The Company expects its aggregate annual amortization expense for existing intangible assets subject to amortization for each of the years, 2011 through 2015, to be as follows:

	2011		2012		2013		2014		2015
Amortization expense	$	122	$	99	$	87	$	79	$	69

4) PROGRAMMING AND OTHER INVENTORY

		At June 30, 2011		At December 31, 2010
Program rights		$	1,031	$	1,372
Television programming:
	Released (including acquired libraries)		404		534
	In process and other		51		119
Theatrical programming:
	Released		22		29
	In process and other		8		26
Publishing, primarily finished goods			67		69
Other			1		1
Total programming and other inventory			1,584		2,150
	Less current portion		360		725
Total noncurrent programming and other inventory		$	1,224	$	1,425

5) RELATED PARTIES

National Amusements, Inc.    National Amusements, Inc. ("NAI") is the controlling stockholder of CBS Corp. and Viacom Inc. 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. In addition, Ms. Shari Redstone, Mr. Sumner M. Redstone's daughter, is the president and a director of NAI and the vice chair of the board of directors

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CBS CORPORATION AND SUBSIDIARIES

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

of both CBS Corp. and Viacom Inc. Mr. David R. Andelman is a director of CBS Corp. and serves as a director of NAI. Mr. Frederic V. Salerno is a director of CBS Corp. and serves as a director of Viacom Inc. At June 30, 2011, NAI directly or indirectly owned approximately 79% of CBS Corp.'s voting Class A Common Stock, and owned approximately 6% of CBS Corp.'s Class A Common Stock and non-voting 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 Entertainment segment, licenses its television products to Viacom Inc., primarily MTV Networks and BET Networks. In addition, CBS Corp. recognizes advertising revenues for media spending placed by various subsidiaries of Viacom Inc., primarily Paramount Pictures. Viacom Inc. also distributes certain of the Company's television products in the home entertainment market. CBS Corp.'s total revenues from these transactions were $88 million and $71 million for the three months ended June 30, 2011 and 2010, respectively, and $139 million and $110 million for the six months ended June 30, 2011 and 2010, respectively.

CBS Corp. places advertisements with, and leases production facilities, licenses programming and purchases other goods and services from various subsidiaries of Viacom Inc. The total amounts for these transactions were $4 million and $6 million for the three months ended June 30, 2011 and 2010, respectively, and $10 million and $11 million for the six months ended June 30, 2011 and 2010, 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 June 30, 2011		At December 31, 2010
Amounts due from Viacom Inc.
Receivables	$	92	$	104
Other assets (Receivables, noncurrent)		221		252
Total amounts due from Viacom Inc.	$	313	$	356
Amounts due to Viacom Inc.
Accounts payable	$	3	$	5
Program rights		4		4
Other liabilities (Program rights, noncurrent)		—		1
Total amounts due to Viacom Inc.	$	7	$	10

Other Related Parties    The Company has equity interests in a domestic television network and several international joint ventures for television channels, from which the Company earns revenues primarily by selling its television programming. Total revenues earned from these ventures were $30 million and $32 million for the three months ended June 30, 2011 and 2010, respectively, and $63 million and $78 million for the six months ended June 30, 2011 and 2010, 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.

-11-

CBS CORPORATION AND SUBSIDIARIES

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

6) BANK FINANCING AND DEBT

The following table sets forth the Company's debt.

		At June 30, 2011		At December 31, 2010
Senior debt (4.30% – 8.875% due 2012 – 2056) (a)		$	5,927	$	5,929
Other notes			4		2
Obligations under capital leases			85		90
Total debt			6,016		6,021
	Less discontinued operations debt (b)		21		21
Total debt from continuing operations			5,995		6,000
	Less current portion		31		27
Total long-term debt from continuing operations, net of current portion		$	5,964	$	5,973

(a)

At June 30, 2011 and December 31, 2010, the senior debt balances included (i) a net unamortized premium of $2 million and $1 million, respectively, and (ii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $79 million and $83 million, respectively. The face value of the Company's senior debt was $5.85 billion at both June 30, 2011 and December 31, 2010.

(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 million of the Company's wholly owned subsidiary, CBS Broadcasting Inc., is not guaranteed.

During the six months ended June 30, 2010, the Company issued $500 million of senior notes.

During the six months ended June 30, 2010, the Company repurchased and redeemed a total of $940 million of senior notes and debentures, of which $920 million was repurchased and redeemed during the second quarter of 2010. These transactions resulted in a pre-tax loss on early extinguishment of debt of $41 million and $38 million for the three and six months ended June 30, 2010, respectively.

Credit Facility

At June 30, 2011, the Company had a $2.0 billion revolving credit facility which expires in March 2015 (the "Credit Facility"). The Credit Facility requires the Company to maintain a maximum Consolidated Leverage Ratio of 4.0x at the end of each quarter and a minimum Consolidated Coverage Ratio of 3.0x for the trailing four quarters, each as further described in the Credit Facility. At June 30, 2011, the Company's Consolidated Leverage Ratio was approximately 1.9x and Consolidated Coverage Ratio was approximately 7.0x.

The Consolidated Leverage Ratio reflects the ratio of the Company's indebtedness from continuing operations, adjusted to exclude certain capital lease obligations, at the end of a quarter, to the Company's Consolidated EBITDA for the trailing four consecutive quarters. Consolidated EBITDA is defined in the Credit Facility as operating income plus interest income and before depreciation, amortization and certain other non-cash items. The Consolidated Coverage Ratio reflects the ratio of

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CBS CORPORATION AND SUBSIDIARIES

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

Consolidated EBITDA to the Company's cash interest expense on indebtedness, adjusted to exclude certain capital lease obligations, in each case for the trailing four consecutive quarters.

The primary purpose of the Credit Facility is to support commercial paper borrowings. At June 30, 2011, the Company had no commercial paper borrowings under its $2.0 billion commercial paper program. At June 30, 2011, the remaining availability under the Credit Facility, net of outstanding letters of credit, was $1.98 billion.

Accounts Receivable Securitization Program

During and prior to the first quarter of 2010, the Company participated in a revolving accounts receivable securitization program which provided for the sale of receivables on a non-recourse basis to unrelated third parties on a one-year renewable basis. During the first quarter of 2010, the Company reduced the amounts outstanding under its revolving accounts receivable securitization program by $400 million to zero and terminated the program.

7) PENSION AND OTHER POSTRETIREMENT BENEFITS

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

		Pension Benefits						Postretirement Benefits
Three Months Ended June 30,		2011			2010			2011			2010
Components of net periodic cost:
	Service cost	$	9		$	8		$	—		$	—
	Interest cost		62			67			9			10
	Expected return on plan assets		(60	)		(57	)		—			—
	Amortization of actuarial losses (gains)		16			18			(3	)		(2	)
Net periodic cost		$	27		$	36		$	6		$	8

		Pension Benefits						Postretirement Benefits
Six Months Ended June 30,		2011			2010			2011			2010
Components of net periodic cost:
	Service cost	$	18		$	16		$	—		$	—
	Interest cost		124			134			18			21
	Expected return on plan assets		(119	)		(114	)		—			—
	Amortization of actuarial losses (gains)		32			36			(5	)		(5	)
Net periodic cost		$	55		$	72		$	13		$	16

During July 2011, the Company made a pension contribution of $200 million principally to pre-fund its qualified plans.

-13-

CBS CORPORATION AND SUBSIDIARIES

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

8) STOCKHOLDERS' EQUITY

During the six months ended June 30, 2011, the Company repurchased, through accelerated share repurchase transactions, 21.7 million shares of CBS Corp. Class B Common Stock for $500 million under its $1.5 billion share repurchase program, of which $250 million was spent in the second quarter to repurchase 9.9 million shares. In addition, during each of the six months ended June 30, 2011 and 2010, the Company repurchased 3 million shares of its Class B Common Stock by withholding shares to satisfy employee tax withholding obligations from the vesting of RSUs.

On May 3, 2011, the Company announced an increase in the quarterly cash dividend on its Class A and Class B Common Stock to $.10 per share from $.05 per share. The total second quarter dividend was $69 million of which $67 million was paid on July 1, 2011 and $2 million was accrued to be paid upon vesting of RSUs. During the second quarter of 2011, the Company paid $36 million for the dividend declared on February 23, 2011 and for dividend payments on RSUs that vested during the second quarter of 2011.

9) INCOME TAXES

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

The provision for income taxes for the three months ended June 30, 2011 increased to $230 million from $91 million and for the six months ended June 30, 2011 increased to $352 million from $112 million for the comparable prior-year period, in both cases driven by the increase in earnings before income taxes. In addition, the provision for income taxes for the six months ended June 30, 2010 included three discrete items which impacted comparability totaling $26 million, comprised of a $62 million reduction of deferred tax assets associated with the enactment of the Patient Protection and Affordable Care Act in 2010, partially offset by a $26 million reversal of previously established deferred tax liabilities and a $10 million tax benefit from the settlements of tax audits.

The IRS commenced its examination of the years 2008, 2009 and 2010 during the second quarter of 2011. 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 does not currently believe that it is reasonably possible that the reserve for uncertain tax positions will significantly change within the next twelve months; however, it is difficult to predict the final outcome or timing of resolution of any particular tax matter and accordingly, unforeseen events could cause the Company's current expectation to change in the future.

10) 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 June 30, 2011, the outstanding letters of credit and surety bonds approximated $409 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

-14-

CBS CORPORATION AND SUBSIDIARIES

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

liability for its indemnification obligations and other contingent liabilities when probable under generally accepted accounting principles.

Legal Matters

Securities Action.    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, all defendants filed a motion to dismiss this action. On March 16, 2010, the court granted the Company's motion and dismissed this action as to the Company and all defendants. On April 30, 2010, the plaintiffs filed a motion for leave to serve an amended complaint. On September 23, 2010, the court issued an order granting leave to amend. On October 8, 2010, the Company was served with an Amended Complaint, which redefines the Class Period to be April 29, 2008 to October 10, 2008 and alleges that the impairment charge should have been taken during the first quarter of 2008. The Company filed a motion to dismiss this Amended Complaint on November 19, 2010. On May 24, 2011, the court granted the motion to dismiss and entered judgment in favor of defendants on May 25, 2011. On June 23, 2011, plaintiffs filed a Notice of Appeal.

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 "Super Bowl Proceeding"). In May 2006, the FCC denied the Company's petition for reconsideration. In July 2006, the Company filed a Petition for Review of the forfeiture with the United States 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 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 United States Supreme Court, seeking review of the Third Circuit's decision. The petition requested that the United States 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 United States 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 United States Supreme Court granted the FCC's petition to review the United States Court of Appeals for the Second Circuit's decision. On November 4, 2008, the United States Supreme Court heard argument in this case. On April 28, 2009, the United States Supreme Court

-15-

CBS CORPORATION AND SUBSIDIARIES

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

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. The Second Circuit requested additional briefing and argument was heard on January 13, 2010. On July 13, 2010, the Second Circuit struck down an FCC policy on indecency and found that the FCC's indecency policies and decisions regarding the use of "fleeting expletives" on radio and television violated the First Amendment. On August 25, 2010, the FCC filed a petition for rehearing en banc and, on August 31, 2010, the Second Circuit issued an order directing all parties and intervenors to file briefs in response to the FCC's petition on September 21, 2010, which were filed. On November 22, 2010, the Second Circuit denied the FCC's petition for rehearing. On April 21, 2011, the FCC filed a combined petition for certiorari seeking review of the Second Circuit's decision in this case and also in an indecency case involving a broadcast on another television network. On June 27, 2011, the United States Supreme Court granted the FCC's petition for certiorari.

Following the April 28, 2009 decision in the fleeting expletives case, on May 4, 2009, the United States Supreme Court remanded the Super Bowl Proceeding to the United States Court of Appeals for the Third Circuit and requested supplemental briefing from the Company and the FCC, in light of the United States Supreme Court's fleeting expletives decision. Argument was heard by the Third Circuit in the Super Bowl Proceeding on February 23, 2010. On May 18, 2010 and on December 22, 2010, at the Third Circuit's request, the Company and the FCC each submitted supplemental briefs. The parties are awaiting a decision from the Third Circuit.

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.    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 June 30, 2011 the Company had pending approximately 50,390 asbestos claims, as compared with approximately 52,220 as of December 31, 2010 and 58,920 as of June 30, 2010. During the second quarter of 2011, the Company received approximately 990 new claims and closed or moved to an

-16-

CBS CORPORATION AND SUBSIDIARIES

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

inactive docket approximately 2,830 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 2010 and 2009 for settlement and defense of asbestos claims after insurance recoveries and net of tax benefits were approximately $14 million and $18 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.

Other.    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.

CBS Outdoor Limited has commenced legal actions against London Underground Limited with respect to disputes regarding project delays and other matters, including the calculation of franchise fees due from CBS Outdoor Limited arising under its 2006 transit contract with London Underground Limited. In these actions, CBS Outdoor Limited is seeking declaratory relief, recovery of monetary damages and other forms of relief. In August 2010, CBS Outdoor Limited filed a claim against London Underground Limited in the High Court of Justice Queen's Bench Division Commercial Court in the U.K. and, in November 2010, London Underground Limited filed a defense and counterclaim against CBS Outdoor Limited, in each case, with respect to such franchise fee calculation disputes.

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.

-17-

CBS CORPORATION AND SUBSIDIARIES

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

11) RESTRUCTURING CHARGES

During the years ended December 31, 2010 and 2009, the Company recorded restructuring charges of $81 million and $23 million, respectively. The charges reflected $87 million of severance costs and $22 million of contract termination and other associated costs, partially offset by reversals of $5 million as a result of changes in estimates of previously established restructuring accruals. As of June 30, 2011, the cumulative amount paid since the restructuring activities began in 2009 was $68 million, of which $58 million was for the severance costs and $10 million was for the contract termination and other associated costs. The Company expects to substantially utilize the remaining reserves by the end of 2011, however, certain payments associated with the early termination of long-term contractual agreements will continue through 2012.

		Balance at December 31, 2010		2011 Payments			Balance at June 30, 2011
Entertainment		$	11	$	(5	)	$	6
Cable Networks			2		—			2
Publishing			2		—			2
Local Broadcasting			26		(8	)		18
Outdoor			16		(8	)		8
	Total	$	57	$	(21	)	$	36

12) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The Company's carrying value of financial instruments approximates fair value, except for differences with respect to the notes and debentures. At June 30, 2011 and December 31, 2010, the carrying value of the senior debt was $5.93 billion for both periods and the fair value, which is estimated, based on quoted market prices and includes accrued interest, was $6.58 billion and $6.54 billion, respectively.

The Company uses derivative financial instruments primarily to modify its exposure to market risks from fluctuations in foreign currency exchange rates. The Company does not use derivative instruments unless there is an underlying exposure and, therefore, the Company does not hold or enter into derivative financial instruments for speculative trading purposes. The fair value of the Company's derivative instruments and the related activity was not material to the Consolidated Balance Sheets and Consolidated Statements of Operations for any of the periods presented.

-18-

CBS CORPORATION AND SUBSIDIARIES

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

The following tables set forth the Company's assets and liabilities measured at fair value on a recurring basis at June 30, 2011 and December 31, 2010. 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. Level 1 is based on publicly quoted prices for the asset or liability in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset or liability in inactive markets or quoted prices for similar assets or liabilities. Level 3 is based on unobservable inputs reflecting the Company's own assumptions about the assumptions that market participants would use in pricing the asset or liability.

At June 30, 2011	Level 1		Level 2		Level 3		Total
Assets:
Investments	$	65	$	—	$	—	$	65
Total Assets	$	65	$	—	$	—	$	65
Liabilities:
Deferred compensation	$	—	$	173	$	—	$	173
Foreign currency hedges		—		5		—		5
Total Liabilities	$	—	$	178	$	—	$	178

At December 31, 2010	Level 1		Level 2		Level 3		Total
Assets:
Investments	$	66	$	—	$	—	$	66
Total Assets	$	66	$	—	$	—	$	66
Liabilities:
Deferred compensation	$	—	$	162	$	—	$	162
Foreign currency hedges		—		3		—		3
Total Liabilities	$	—	$	165	$	—	$	165

The fair value of investments is determined based on publicly quoted market prices in active markets. The fair value of foreign currency hedges is determined based on the present value of future cash flows using observable inputs including foreign currency exchange rates. The fair value of deferred compensation is determined based on the fair value of the investments elected by employees.

-19-

CBS CORPORATION AND SUBSIDIARIES

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

13) REPORTABLE SEGMENTS

The following tables set forth the Company's financial performance by reportable segment. The Company's operating segments, which are the same as its reportable segments, have been determined in accordance with the Company's internal management structure, which is organized based upon products and services.

			Three Months Ended June 30,						Six Months Ended June 30,
			2011			2010			2011			2010
Revenues:
	Entertainment		$	1,836		$	1,672		$	3,830		$	3,753
	Cable Networks			413			369			806			737
	Publishing			183			189			338			341
	Local Broadcasting			691			678			1,312			1,284
	Outdoor			490			457			903			849
	Eliminations			(27	)		(34	)		(93	)		(102	)
		Total Revenues	$	3,586		$	3,331		$	7,096		$	6,862

Revenues generated between segments primarily reflect advertising sales and television and feature film license fees. These transactions are recorded at market value as if the sales were to third parties and are eliminated in consolidation.

			Three Months Ended June 30,				Six Months Ended June 30,
			2011		2010		2011		2010
Intercompany Revenues:
	Entertainment		$	19	$	26	$	74	$	83
	Local Broadcasting			4		6		9		11
	Outdoor			4		2		10		8
		Total Intercompany Revenues	$	27	$	34	$	93	$	102

-20-

CBS CORPORATION AND SUBSIDIARIES

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

The Company presents segment operating income (loss) before depreciation and amortization ("Segment OIBDA") as the primary measure of profit and loss for its operating segments in accordance with FASB guidance for segment reporting. The Company believes the presentation of Segment OIBDA is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company's management and enhances their ability to understand the Company's operating performance.

		Three Months Ended June 30,						Six Months Ended June 30,
		2011			2010			2011			2010
Segment OIBDA:
	Entertainment	$	440		$	223		$	708		$	357
	Cable Networks		176			129			329			230
	Publishing		19			17			26			19
	Local Broadcasting		230			214			399			323
	Outdoor		86			77			135			89
	Corporate		(57	)		(56	)		(109	)		(95	)
	Residual costs		(18	)		(26	)		(37	)		(52	)
	Eliminations		(3	)		1			(2	)		2
OIBDA			873			579			1,449			873
Depreciation and amortization			(139	)		(144	)		(278	)		(285	)
Total Operating Income			734			435			1,171			588
	Interest expense		(110	)		(134	)		(220	)		(272	)
	Interest income		1			2			3			3
	Loss on early extinguishment of debt		—			(41	)		—			(38	)
	Other items, net		5			(14	)		14			(27	)
Earnings before income taxes and equity in loss of investee companies			630			248			968			254
Provision for income taxes			(230	)		(91	)		(352	)		(112	)
Equity in loss of investee companies, net of tax			(5	)		(7	)		(19	)		(18	)
Net earnings		$	395		$	150		$	597		$	124

-21-

CBS CORPORATION AND SUBSIDIARIES

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

			Three Months Ended June 30,						Six Months Ended June 30,
			2011			2010			2011			2010
Operating Income (Loss):
	Entertainment		$	400		$	181		$	630		$	274
	Cable Networks			171			123			318			218
	Publishing			17			15			22			16
	Local Broadcasting			204			190			347			274
	Outdoor			26			12			14			(39	)
	Corporate			(63	)		(61	)		(121	)		(105	)
	Residual costs			(18	)		(26	)		(37	)		(52	)
	Eliminations			(3	)		1			(2	)		2
		Total Operating Income	$	734		$	435		$	1,171		$	588

			Three Months Ended June 30,				Six Months Ended June 30,
			2011		2010		2011		2010
Depreciation and Amortization:
	Entertainment		$	40	$	42	$	78	$	83
	Cable Networks			5		6		11		12
	Publishing			2		2		4		3
	Local Broadcasting			26		24		52		49
	Outdoor			60		65		121		128
	Corporate			6		5		12		10
		Total Depreciation and Amortization	$	139	$	144	$	278	$	285

			Three Months Ended June 30,				Six Months Ended June 30,
			2011		2010		2011		2010
Stock-based Compensation:
	Entertainment		$	12	$	12	$	24	$	23
	Cable Networks			1		1		2		3
	Publishing			1		1		2		2
	Local Broadcasting			6		6		11		12
	Outdoor			2		2		3		3
	Corporate			19		15		33		27
		Total Stock-based Compensation	$	41	$	37	$	75	$	70

-22-

CBS CORPORATION AND SUBSIDIARIES

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

			Three Months Ended June 30,				Six Months Ended June 30,
			2011		2010		2011		2010
Capital Expenditures:
	Entertainment		$	17	$	23	$	31	$	38
	Cable Networks			3		3		5		4
	Publishing			2		1		2		2
	Local Broadcasting			16		16		28		27
	Outdoor			14		14		26		25
	Corporate			2		2		3		4
		Total Capital Expenditures	$	54	$	59	$	95	$	100

			At June 30, 2011			At December 31, 2010
Assets:
	Entertainment		$	7,662		$	8,324
	Cable Networks			1,615			1,650
	Publishing			1,018			1,126
	Local Broadcasting			9,612			9,686
	Outdoor			4,264			4,256
	Corporate			2,062			1,094
	Discontinued operations			78			77
	Eliminations			(82	)		(70	)
		Total Assets	$	26,229		$	26,143

-23-

CBS CORPORATION AND SUBSIDIARIES

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

14) CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

CBS Operations Inc. is a wholly owned subsidiary of the Company. CBS Operations Inc. has fully and unconditionally guaranteed CBS Corp.'s senior debt securities (See Note 6). The following condensed consolidating financial statements present the results of operations, financial position and cash flows of CBS Corp., CBS Operations Inc., the direct and indirect Non-Guarantor Affiliates of CBS Corp. and CBS Operations Inc., and the eliminations necessary to arrive at the information for the Company on a consolidated basis.

			Statement of Operations For the Three Months Ended June 30, 2011
			CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues			$	31		$	45		$	3,510		$	—		$	3,586
Expenses:
	Operating			16			36			1,978			—			2,030
	Selling, general and administrative			28			65			590			—			683
	Depreciation and amortization			2			4			133			—			139
		Total expenses		46			105			2,701			—			2,852
Operating income (loss)				(15	)		(60	)		809			—			734
Interest (expense) income, net				(131	)		(83	)		105			—			(109	)
Other items, net				—			1			4			—			5
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies				(146	)		(142	)		918			—			630
Benefit (provision) for income taxes				56			54			(340	)		—			(230	)
Equity in earnings (loss) of investee companies, net of tax				485			472			(5	)		(957	)		(5	)
Net earnings			$	395		$	384		$	573		$	(957	)	$	395

-24-

CBS CORPORATION AND SUBSIDIARIES

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

			Statement of Operations For the Six Months Ended June 30, 2011
			CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues			$	63		$	73		$	6,960		$	—		$	7,096
Expenses:
	Operating			34			58			4,214			—			4,306
	Selling, general and administrative			56			122			1,163			—			1,341
	Depreciation and amortization			3			8			267			—			278
		Total expenses		93			188			5,644			—			5,925
Operating income (loss)				(30	)		(115	)		1,316			—			1,171
Interest (expense) income, net				(260	)		(167	)		210			—			(217	)
Other items, net				1			(1	)		14			—			14
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies				(289	)		(283	)		1,540			—			968
Benefit (provision) for income taxes				104			102			(558	)		—			(352	)
Equity in earnings (loss) of investee companies, net of tax				782			720			(19	)		(1,502	)		(19	)
Net earnings			$	597		$	539		$	963		$	(1,502	)	$	597

-25-

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

			Statement of Operations For the Three Months Ended June 30, 2010
			CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues			$	33		$	32		$	3,266		$	—		$	3,331
Expenses:
	Operating			16			25			2,036			—			2,077
	Selling, general and administrative			34			62			577			—			673
	Restructuring charges			—			—			2			—			2
	Depreciation and amortization			2			3			139			—			144
		Total expenses		52			90			2,754			—			2,896
Operating income (loss)				(19	)		(58	)		512			—			435
Interest (expense) income, net				(146	)		(75	)		89			—			(132	)
Loss on early extinguishment of debt				(41	)		—			—			—			(41	)
Other items, net				(1	)		8			(21	)		—			(14	)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies				(207	)		(125	)		580			—			248
Benefit (provision) for income taxes				76			44			(211	)		—			(91	)
Equity in earnings (loss) of investee companies, net of tax				281			145			(7	)		(426	)		(7	)
Net earnings			$	150		$	64		$	362		$	(426	)	$	150

-26-

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

			Statement of Operations For the Six Months Ended June 30, 2010
			CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues			$	66		$	61		$	6,735		$	—		$	6,862
Expenses:
	Operating			32			50			4,559			—			4,641
	Selling, general and administrative			69			106			1,114			—			1,289
	Restructuring charges			—			—			59			—			59
	Depreciation and amortization			3			6			276			—			285
		Total expenses		104			162			6,008			—			6,274
Operating income (loss)				(38	)		(101	)		727			—			588
Interest (expense) income, net				(294	)		(157	)		182			—			(269	)
Loss on early extinguishment of debt				(38	)		—			—			—			(38	)
Other items, net				(1	)		10			(36	)		—			(27	)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies				(371	)		(248	)		873			—			254
Benefit (provision) for income taxes				102			91			(305	)		—			(112	)
Equity in earnings (loss) of investee companies, net of tax				393			315			(18	)		(708	)		(18	)
Net earnings			$	124		$	158		$	550		$	(708	)	$	124

-27-

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

		Balance Sheet At June 30, 2011
		CBS Corp.			CBS Operations Inc.		Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Assets
Cash and cash equivalents		$	916		$	1	$	429		$	—		$	1,346
Receivables, net			23			35		2,966			—			3,024
Programming and other inventory			4			5		351			—			360
Prepaid expenses and other current assets			106			94		784			(19	)		965
	Total current assets		1,049			135		4,530			(19	)		5,695
Property and equipment			43			94		5,010			—			5,147
	Less accumulated depreciation and amortization		11			52		2,489			—			2,552
	Net property and equipment		32			42		2,521			—			2,595
Programming and other inventory			6			62		1,156			—			1,224
Goodwill			98			62		8,462			—			8,622
Intangible assets			255			—		6,322			—			6,577
Investments in consolidated subsidiaries			35,344			7,446		—			(42,790	)		—
Other assets			219			14		1,283			—			1,516
Intercompany			—			4,226		13,614			(17,840	)		—
Total Assets		$	37,003		$	11,987	$	37,888		$	(60,649	)	$	26,229
Liabilities and Stockholders' Equity
Accounts payable		$	4		$	5	$	363		$	—		$	372
Participants' share and royalties payable			—			26		992			—			1,018
Program rights			5			4		563			—			572
Current portion of long-term debt			8			—		23			—			31
Accrued expenses and other current liabilities			333			244		1,380			(19	)		1,938
	Total current liabilities		350			279		3,321			(19	)		3,931
Long-term debt			5,846			—		118			—			5,964
Other liabilities			3,320			410		2,659			(3	)		6,386
Intercompany			17,539			—		—			(17,539	)		—
Stockholders' Equity:
	Preferred Stock		—			—		128			(128	)		—
	Common Stock		1			123		1,136			(1,259	)		1
	Additional paid-in capital		43,436			—		61,435			(61,435	)		43,436
	Retained earnings (deficit)		(29,051	)		11,506		(26,411	)		14,905			(29,051	)
	Accumulated other comprehensive income (loss)		(252	)		—		302			(302	)		(252	)
			14,134			11,629		36,590			(48,219	)		14,134
	Less treasury stock, at cost		4,186			331		4,800			(5,131	)		4,186
	Total Stockholders' Equity		9,948			11,298		31,790			(43,088	)		9,948
Total Liabilities and Stockholders' Equity		$	37,003		$	11,987	$	37,888		$	(60,649	)	$	26,229

-28-

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

		Balance Sheet At December 31, 2010
		CBS Corp.			CBS Operations Inc.		Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Assets
Cash and cash equivalents		$	105		$	1	$	374		$	—		$	480
Receivables, net			30			27		3,191			—			3,248
Programming and other inventory			4			5		716			—			725
Prepaid expenses and other current assets			50			91		754			(13	)		882
	Total current assets		189			124		5,035			(13	)		5,335
Property and equipment			43			91		4,971			—			5,105
	Less accumulated depreciation and amortization		10			45		2,356			—			2,411
	Net property and equipment		33			46		2,615			—			2,694
Programming and other inventory			7			104		1,314			—			1,425
Goodwill			98			62		8,364			—			8,524
Intangible assets			255			—		6,369			—			6,624
Investments in consolidated subsidiaries			34,562			6,727		—			(41,289	)		—
Other assets			243			14		1,284			—			1,541
Intercompany			—			4,419		11,906			(16,325	)		—
Total Assets		$	35,387		$	11,496	$	36,887		$	(57,627	)	$	26,143
Liabilities and Stockholders' Equity
Accounts payable		$	18		$	17	$	404		$	—		$	439
Participants' share and royalties payable			—			19		924			—			943
Program rights			5			5		591			—			601
Current portion of long-term debt			8			—		19			—			27
Accrued expenses and other current liabilities			260			293		1,477			(14	)		2,016
	Total current liabilities		291			334		3,415			(14	)		4,026
Long-term debt			5,849			—		124			—			5,973
Other liabilities			3,412			403		2,511			(3	)		6,323
Intercompany			16,014			—		—			(16,014	)		—
Stockholders' Equity:
	Preferred Stock		—			—		128			(128	)		—
	Common Stock		1			123		1,136			(1,259	)		1
	Additional paid-in capital		43,443			—		61,435			(61,435	)		43,443
	Retained earnings (deficit)		(29,648	)		10,967		(27,374	)		16,407			(29,648	)
	Accumulated other comprehensive income (loss)		(286	)		—		312			(312	)		(286	)
			13,510			11,090		35,637			(46,727	)		13,510
	Less treasury stock, at cost		3,689			331		4,800			(5,131	)		3,689
	Total Stockholders' Equity		9,821			10,759		30,837			(41,596	)		9,821
Total Liabilities and Stockholders' Equity		$	35,387		$	11,496	$	36,887		$	(57,627	)	$	26,143

-29-

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

		Statement of Cash Flows For the Six Months Ended June 30, 2011
		CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating activities		$	(362	)	$	(130	)	$	2,086		$	—	$	1,594
Investing Activities:
	Acquisitions, net of cash acquired		—			—			(55	)		—		(55	)
	Capital expenditures		—			(3	)		(92	)		—		(95	)
	Investments in and advances to investee companies		—			—			(42	)		—		(42	)
	Proceeds from dispositions		—			—			13			—		13
	Other investing activities		—			8			—			—		8
Net cash flow provided by (used for) investing activities			—			5			(176	)		—		(171	)
Financing Activities:
	Proceeds from issuance of notes		—			—			4			—		4
	Repayment of notes and debentures		—			—			(2	)		—		(2	)
	Payment of capital lease obligations		—			—			(9	)		—		(9	)
	Dividends		(73	)		—			—			—		(73	)
	Purchase of Company common stock		(578	)		—			—			—		(578	)
	Proceeds from exercise of stock options		45			—			—			—		45
	Excess tax benefit from stock-based compensation		61			—			—			—		61
	Other financing activities		(5	)		—			—			—		(5	)
	Increase (decrease) in intercompany payables		1,723			125			(1,848	)		—		—
Net cash flow provided by (used for) financing activities			1,173			125			(1,855	)		—		(557	)
	Net increase in cash and cash equivalents		811			—			55			—		866
	Cash and cash equivalents at beginning of period		105			1			374			—		480
Cash and cash equivalents at end of period		$	916		$	1		$	429		$	—	$	1,346

-30-

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

		Statement of Cash Flows For the Six Months Ended June 30, 2010
		CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating activities		$	(280	)	$	(143	)	$	1,674		$	—	$	1,251
Investing Activities:
	Acquisitions, net of cash acquired		—			—			(8	)		—		(8	)
	Capital expenditures		—			(4	)		(96	)		—		(100	)
	Investments in and advances to investee companies		—			—			(41	)		—		(41	)
	Proceeds from dispositions		—			—			1			—		1
Net cash flow used for investing activities			—			(4	)		(144	)		—		(148	)
Financing Activities:
	Proceeds from issuance of notes		497			—			—			—		497
	Repayment of notes and debentures		(975	)		—			(1	)		—		(976	)
	Payment of capital lease obligations		—			—			(8	)		—		(8	)
	Dividends		(74	)		—			—			—		(74	)
	Purchase of Company common stock		(36	)		—			—			—		(36	)
	Proceeds from exercise of stock options		3			—			—			—		3
	Excess tax benefit from stock-based compensation		12			—			—			—		12
	Decrease to accounts receivable securitization program		—			—			(400	)		—		(400	)
	Increase (decrease) in intercompany payables		1,077			147			(1,224	)		—		—
Net cash flow provided by (used for) financing activities			504			147			(1,633	)		—		(982	)
	Net increase (decrease) in cash and cash equivalents		224			—			(103	)		—		121
	Cash and cash equivalents at beginning of period		248			—			469			—		717
Cash and cash equivalents at end of period		$	472		$	—		$	366		$	—	$	838

-31-

Item 2.  Management's Discussion and Analysis of Results of Operations and Financial Condition.
              (Tabular dollars in millions, except per share amounts)

Management's discussion and analysis of the results of operations and financial condition of CBS Corporation (the "Company" or "CBS Corp.") should be read in conjunction with the consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Overview

CBS Corporation's results for the three and six months ended June 30, 2011 benefited from the strength of the Company's content, a new licensing agreement for the digital streaming of select library titles, the new agreement for the telecast of the NCAA Division I Men's Basketball Championship ("NCAA Tournament"), and underlying growth in advertising and affiliate and subscription fee revenues. Revenues for the second quarter of 2011 were $3.59 billion, an increase of 8% from $3.33 billion for the same prior-year period, and for the six months ended June 30, 2011, revenues of $7.10 billion increased 3% from $6.86 billion for the same prior-year period. For both the three and six-month periods, revenue comparisons were impacted by the new programming agreement for the NCAA Tournament which resulted in lower revenues, yet higher profits for 2011. For the six-month period, comparisons were also impacted by the 2010 broadcast of Super Bowl XLIV on the CBS Television Network.

Operating income of $734 million for the second quarter of 2011 increased 69% from $435 million for the second quarter of 2010 and operating income of $1.17 billion for the six months ended June 30, 2011 increased 99% from $588 million for the same prior-year period, reflecting growth across all of the Company's segments with significant margin improvement. These increases were driven by the aforementioned revenue growth and significantly lower sports programming costs from the new programming agreement for the NCAA Tournament. The Company reported second quarter diluted earnings per share of $.58 for 2011, up from $.22 per diluted share for 2010, and diluted earnings per share of $.87 for the six months ended June 30, 2011, up from $.18 per diluted share for the comparable prior-year period. These increases were driven by the operating income growth and lower interest expense due to a $1.40 billion reduction to the Company's outstanding debt during 2010.

During the second quarter of 2011, the Company repurchased 9.9 million shares of its Class B Common Stock for $250 million, at an average cost of $25.19 per share, and for the six months ended June 30, 2011, the Company spent a total of $500 million to repurchase 21.7 million shares at an average cost of $23.06 per share. Free cash flow for the six months ended June 30, 2011 was $1.50 billion, up $348 million over the same prior-year period. The Company generated cash flow from operating activities of $1.59 billion for the six months ended June 30, 2011, up $343 million from $1.25 billion for the comparable prior-year period. Free cash flow, a non-GAAP financial measure, reflects the Company's net cash flow provided by (used for) operating activities less capital expenditures. See "Reconciliation of Non-GAAP Financial Information" on page 37 for a reconciliation of net cash flow provided by (used for) operating activities, the most directly comparable financial measure in accordance with accounting principles generally accepted in the United States of America ("GAAP"), to free cash flow.

-32-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Consolidated Results of Operations

Three and Six Months Ended June 30, 2011 versus Three and Six Months Ended June 30, 2010

Revenues

The following tables present the Company's consolidated revenues by type for the three and six months ended June 30, 2011 and 2010.

		Three Months Ended June 30,
				Percentage of Total					Percentage of Total			Increase/(Decrease)
Revenues by Type		2011					2010					$			%
Advertising		$	2,215		62	%	$	2,158		65	%	$	57			3	%
Content licensing and distribution			889		25			733		22			156			21
Affiliate and subscription fees			426		12			381		11			45			12
Other			56		1			59		2			(3	)		(5	)
	Total Revenues	$	3,586		100	%	$	3,331		100	%	$	255			8	%

		Six Months Ended June 30,
				Percentage of Total					Percentage of Total			Increase/(Decrease)
Revenues by Type		2011					2010					$			%
Advertising		$	4,507		63	%	$	4,539		66	%	$	(32	)		(1	)%
Content licensing and distribution			1,629		23			1,447		21			182			13
Affiliate and subscription fees			846		12			764		11			82			11
Other			114		2			112		2			2			2
	Total Revenues	$	7,096		100	%	$	6,862		100	%	$	234			3	%

Advertising sales increased $57 million, or 3%, to $2.22 billion for the three months ended June 30, 2011 driven by growth in local advertising sales, from CBS Television Stations, CBS Radio and Outdoor, and higher national advertising sales, led by pricing increases in primetime advertising, partially offset by the impact of the new 14-year programming agreement between the Company and Turner Broadcasting System, Inc. for the telecast of the NCAA Tournament, which began in 2011. For the six months ended June 30, 2011, advertising sales decreased $32 million, or 1%, to $4.51 billion due to the 2010 broadcast of Super Bowl XLIV on the CBS Television Network, the impact of the new programming agreement for the NCAA Tournament and lower political advertising, partially offset by higher local advertising sales, ratings and pricing increases for sports programming and higher network primetime advertising.

Content licensing and distribution revenues increased $156 million, or 21%, to $889 million for the three months ended June 30, 2011 and increased $182 million, or 13%, to $1.63 billion for the six months ended June 30, 2011, principally reflecting the impact of the new licensing agreement for the digital streaming of select library titles and higher domestic syndication sales, including the third-cycle domestic syndication sale of Frasier, partially offset by the absence of sponsorship revenues resulting from the new programming agreement for the NCAA Tournament.

-33-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Affiliate and subscription fees increased $45 million, or 12%, to $426 million for the three months ended June 30, 2011 and increased $82 million, or 11%, to $846 million for the six months ended June 30, 2011 reflecting growth in subscriptions and rate increases at Showtime Networks and CBS Sports Network, and higher retransmission revenues.

International Revenues

The Company generated approximately 17% of its total revenues from international regions for both the three and six months ended June 30, 2011 and 16% for both the three and six months ended June 30, 2010.

Operating Expenses

The following tables present the Company's consolidated operating expenses by type for the three and six months ended June 30, 2011 and 2010.

		Three Months Ended June 30,
				Percentage of Total					Percentage of Total			Increase/(Decrease)
Operating Expenses by Type		2011					2010					$			%
Programming		$	665		33	%	$	779		37	%	$	(114	)		(15	)%
Production			470		23			426		21			44			10
Billboard, transit and other occupancy			268		13			256		12			12			5
Participation, distribution and royalty			217		11			189		9			28			15
Other			410		20			427		21			(17	)		(4	)
	Total Operating Expenses	$	2,030		100	%	$	2,077		100	%	$	(47	)		(2	)%

		Six Months Ended June 30,
				Percentage of Total					Percentage of Total			Increase/(Decrease)
Operating Expenses by Type		2011					2010					$			%
Programming		$	1,588		37	%	$	2,009		43	%	$	(421	)		(21	)%
Production			999		23			961		21			38			4
Billboard, transit and other occupancy			515		12			497		11			18			4
Participation, distribution and royalty			410		10			347		7			63			18
Other			794		18			827		18			(33	)		(4	)
	Total Operating Expenses	$	4,306		100	%	$	4,641		100	%	$	(335	)		(7	)%

Programming expenses for the three months ended June 30, 2011 decreased $114 million, or 15%, to $665 million and for the six months ended June 30, 2011 decreased $421 million, or 21%, to $1.59 billion, primarily reflecting lower sports programming costs from the impact of the new programming agreement for the NCAA Tournament, which began in 2011, and lower primetime and cable theatrical programming costs. For the six-month period, the decrease also reflects lower costs from the absence of the 2010 broadcast of Super Bowl XLIV on the CBS Television Network.

Production expenses for the three months ended June 30, 2011 increased $44 million, or 10%, to $470 million and for the six months ended June 30, 2011 increased $38 million, or 4%, to $999 million,

-34-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

primarily due to higher investment in new television series and costs associated with the licensing of titles for digital streaming.

Billboard, transit and other occupancy expenses for the three months ended June 30, 2011 increased $12 million, or 5%, to $268 million and for the six months ended June 30, 2011 increased $18 million, or 4%, to $515 million, primarily driven by the impact of foreign exchange rate changes and higher variable costs associated with higher revenues.

Participation, distribution and royalty expenses for the three months ended June 30, 2011 increased $28 million, or 15%, to $217 million and for the six months ended June 30, 2011 increased $63 million, or 18%, to $410 million, primarily due to higher participations from the licensing of titles for digital streaming and higher syndication sales, principally from the third-cycle sale of Frasier, partially offset by lower advertising and other distribution costs for theatrical films.

Other operating expenses for the three months ended June 30, 2011 decreased $17 million, or 4%, to $410 million and for the six months ended June 30, 2011 decreased $33 million, or 4%, to $794 million, primarily reflecting lower costs associated with the absence of sponsorship revenues resulting from the new programming agreement for the NCAA Tournament.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses, which include expenses incurred for selling and marketing costs, occupancy and back office support, increased $10 million, or 1%, to $683 million for the three months ended June 30, 2011 and increased $52 million, or 4%, to $1.34 billion for the six months ended June 30, 2011, primarily due to higher employee related costs partially offset by lower pension and postretirement benefit costs. For the six-month period, the increase also reflects higher advertising expense. Pension and postretirement benefits costs decreased $11 million to $33 million for the second quarter of 2011 and decreased $20 million to $68 million for the six-month period versus the comparable prior-year periods principally due to the favorable performance of pension plan assets in 2010 as well as the benefit from pre-funding pension plans at the end of 2010. SG&A expenses as a percentage of revenues were 19% for both the three and six months ended June 30, 2011, versus 20% and 19% for the three and six months ended June 30, 2010, respectively.

Restructuring Charges

For the six months ended June 30, 2010, in a continued effort to reduce its cost structure, the Company recorded restructuring charges of $59 million, reflecting $47 million of severance costs associated with the elimination of positions and $13 million of contract termination and other associated costs, partially offset by the reversal of $1 million as a result of changes in estimates of previously established restructuring accruals.

Depreciation and Amortization

For the three months ended June 30, 2011, depreciation and amortization decreased $5 million, or 3%, to $139 million and for the six months ended June 30, 2011, depreciation and amortization decreased $7 million, or 2%, to $278 million.

-35-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Interest Expense

For the three months ended June 30, 2011, interest expense decreased $24 million to $110 million and for the six months ended June 30, 2011, interest expense decreased $52 million to $220 million, primarily resulting from the reduction of debt during 2010. The Company had $6.00 billion and $6.54 billion of principal amounts of debt outstanding (including current maturities) at June 30, 2011 and 2010, respectively, each at a weighted average interest rate of 7%.

Interest Income

For the three months ended June 30, 2011, interest income decreased $1 million to $1 million and for the six months ended June 30, 2011, interest income of $3 million remained flat compared to the same prior-year period.

Loss on Early Extinguishment of Debt

For the three and six months ended June 30, 2010, loss on early extinguishment of debt of $41 million and $38 million, respectively, reflected a pre-tax loss associated with the repurchase and redemption of $920 million of the Company's debt during the second quarter of 2010. For the six-month period, the loss was partially offset by a pre-tax gain associated with the repurchase of $20 million of the Company's debt during the first quarter of 2010.

Other Items, Net

For the three and six months ended June 30, 2011, "Other items, net" reflected income of $5 million and $14 million, respectively, primarily consisting of foreign exchange gains.

For the three and six months ended June 30, 2010, "Other items, net" reflected net losses of $14 million and $27 million, respectively, primarily consisting of foreign exchange losses.

Provision for Income Taxes

The provision for income taxes for the three months ended June 30, 2011 increased to $230 million from $91 million and for the six months ended June 30, 2011 increased to $352 million from $112 million for the comparable prior-year period, in both cases driven by the increase in earnings before income taxes. In addition, the provision for income taxes for the six months ended June 30, 2010 included three discrete items which impacted comparability totaling $26 million, comprised of a $62 million reduction of deferred tax assets associated with the enactment of the Patient Protection and Affordable Care Act in 2010, partially offset by a $26 million reversal of previously established deferred tax liabilities and a $10 million tax benefit from the settlements of tax audits.

Equity in Loss of Investee Companies, Net of Tax

For the three months ended June 30, 2011, equity in loss of investee companies, net of tax, decreased $2 million to a loss of $5 million and for the six months ended June 30, 2011, increased $1 million to a loss of $19 million compared to the same prior-year period, reflecting the Company's share of the operating results of its equity investments.

-36-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Net Earnings

The Company reported net earnings of $395 million for the three months ended June 30, 2011 versus $150 million for the three months ended June 30, 2010 and $597 million for the six months ended June 30, 2011 versus $124 million for the six months ended June 30, 2010, driven by the growth in operating income, decline in interest expense, and the absence of the 2010 pre-tax loss on early extinguishment of debt.

Reconciliation of Non-GAAP Financial Information

Free cash flow is a non-GAAP financial measure. Free cash flow reflects the Company's net cash flow provided by (used for) operating activities less capital expenditures. The Company's calculation of free cash flow includes capital expenditures since investment in capital expenditures is a use of cash that is directly related to the Company's operations. The Company's net cash flow provided by (used for) operating activities is the most directly comparable GAAP financial measure.

Management believes free cash flow provides investors with an important perspective on the cash available to the Company to service debt, make strategic acquisitions and investments, maintain its capital assets, satisfy its tax obligations and fund ongoing operations and working capital needs. As a result, free cash flow is a significant measure of the Company's ability to generate long-term value. It is useful for investors to know whether this ability is being enhanced or degraded as a result of the Company's operating performance. The Company believes the presentation of free cash flow is relevant and useful for investors because it allows investors to evaluate the cash generated from the Company's underlying operations in a manner similar to the method used by management. Free cash flow is one of several components of incentive compensation targets for certain management personnel. In addition, free cash flow is also a primary measure used externally by the Company's investors, analysts and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry.

As free cash flow is not a measure calculated in accordance with GAAP, free cash flow should not be considered in isolation of, or as a substitute for, either net cash flow provided by (used for) operating activities as a measure of liquidity or net earnings (loss) as a measure of operating performance. Free cash flow, as the Company calculates it, may not be comparable to similarly titled measures employed by other companies. In addition, free cash flow as a measure of liquidity has certain limitations, and does not necessarily represent funds available for discretionary use and is not necessarily a measure of the Company's ability to fund its cash needs. When comparing free cash flow to net cash flow provided by (used for) operating activities, the most directly comparable GAAP financial measure, users of this financial information should consider the types of events and transactions which are not reflected in free cash flow.

The following table presents a reconciliation of the Company's net cash flow provided by operating activities, the most directly comparable GAAP financial measure, to free cash flow.

	Six Months Ended June 30,
	2011			2010
Net cash flow provided by operating activities	$	1,594		$	1,251
Capital expenditures		(95	)		(100	)
Free cash flow	$	1,499		$	1,151

-37-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Segment Results of Operations

The following tables present the Company's revenues, segment operating income (loss) before depreciation and amortization ("Segment OIBDA"), operating income (loss), and depreciation and amortization by segment, for the three and six months ended June 30, 2011 and 2010. The Company presents Segment OIBDA as the primary measure of profit and loss for its operating segments in accordance with Financial Accounting Standards Board ("FASB") guidance for segment reporting. The Company believes the presentation of Segment OIBDA is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company's management and enhances their ability to understand the Company's operating performance. The reconciliation of Segment OIBDA to the Company's consolidated Net earnings is presented in Note 13 (Reportable Segments) to the consolidated financial statements.

			Three Months Ended June 30,						Six Months Ended June 30,
			2011			2010			2011			2010
Revenues:
	Entertainment		$	1,836		$	1,672		$	3,830		$	3,753
	Cable Networks			413			369			806			737
	Publishing			183			189			338			341
	Local Broadcasting			691			678			1,312			1,284
	Outdoor			490			457			903			849
	Eliminations			(27	)		(34	)		(93	)		(102	)
		Total Revenues	$	3,586		$	3,331		$	7,096		$	6,862
Segment OIBDA:
	Entertainment		$	440		$	223		$	708		$	357
	Cable Networks			176			129			329			230
	Publishing			19			17			26			19
	Local Broadcasting			230			214			399			323
	Outdoor			86			77			135			89
	Corporate			(57	)		(56	)		(109	)		(95	)
	Residual costs			(18	)		(26	)		(37	)		(52	)
	Eliminations			(3	)		1			(2	)		2
OIBDA				873			579			1,449			873
Depreciation and amortization				(139	)		(144	)		(278	)		(285	)
		Total Operating Income	$	734		$	435		$	1,171		$	588

-38-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

			Three Months Ended June 30,						Six Months Ended June 30,
			2011			2010			2011			2010
Operating Income (Loss):
	Entertainment		$	400		$	181		$	630		$	274
	Cable Networks			171			123			318			218
	Publishing			17			15			22			16
	Local Broadcasting			204			190			347			274
	Outdoor			26			12			14			(39	)
	Corporate			(63	)		(61	)		(121	)		(105	)
	Residual costs			(18	)		(26	)		(37	)		(52	)
	Eliminations			(3	)		1			(2	)		2
		Total Operating Income	$	734		$	435		$	1,171		$	588
Depreciation and Amortization:
	Entertainment		$	40		$	42		$	78		$	83
	Cable Networks			5			6			11			12
	Publishing			2			2			4			3
	Local Broadcasting			26			24			52			49
	Outdoor			60			65			121			128
	Corporate			6			5			12			10
		Total Depreciation and Amortization	$	139		$	144		$	278		$	285

Entertainment (CBS Television Network, CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Films and CBS Interactive)

(Contributed 51% and 54% to consolidated revenues for the three and six months ended June 30, 2011, respectively, versus 50% and 55% for the comparable prior-year periods.)

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Revenues	$	1,836		$	1,672		$	3,830		$	3,753
OIBDA	$	440		$	223		$	708		$	357
Depreciation and amortization		(40	)		(42	)		(78	)		(83	)
Operating income	$	400		$	181		$	630		$	274
OIBDA as a % of revenues		24	%		13	%		18	%		10	%
Operating income as a % of revenues		22	%		11	%		16	%		7	%
Restructuring charges	$	—		$	—		$	—		$	11
Capital expenditures	$	17		$	23		$	31		$	38

-39-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Three Months Ended June 30, 2011 and 2010

For the three months ended June 30, 2011, Entertainment revenues increased 10% to $1.84 billion from $1.67 billion for the same prior-year period driven by 43% higher revenues from the licensing of television programming, reflecting the impact of the new licensing agreement for the digital streaming of select library titles and the 2011 third-cycle domestic cable sale of Frasier, higher national advertising sales and higher retransmission revenues. These increases were partially offset by the impact of the new 14-year programming agreement between the Company and Turner Broadcasting System, Inc. for the telecast of the NCAA Tournament, which resulted in lower revenues but higher profits for 2011.

For the three months ended June 30, 2011, Entertainment operating income increased $219 million, or 121%, to $400 million from $181 million and OIBDA increased $217 million, or 97%, to $440 million from $223 million for the same prior-year period, with improved operating income and OIBDA margins of 11 percentage points to 22% and 24%, respectively. The operating income and OIBDA increases and strong margin growth were driven by increases in higher margin revenues as well as lower sports programming costs resulting from the new programming agreement for the NCAA Tournament.

Six Months Ended June 30, 2011 and 2010

For the six months ended June 30, 2011, Entertainment revenues increased 2% to $3.83 billion from $3.75 billion for the same prior-year period principally reflecting 23% higher revenues from the licensing of television programming, driven by the new licensing agreement for the digital streaming of select library titles and higher domestic syndication sales; higher retransmission revenues; as well as underlying advertising revenue increases from higher pricing and ratings for the broadcast of sporting events and higher primetime advertising revenues for the CBS Television Network. These increases were partially offset by the impacts of the 2010 telecast of Super Bowl XLIV on the CBS Television Network and the new programming agreement for the NCAA Tournament.

For the six months ended June 30, 2011, Entertainment operating income increased $356 million, or 130%, to $630 million from $274 million and OIBDA increased $351 million, or 98%, to $708 million from $357 million for the same prior-year period, with improved operating income and OIBDA margins of nine percentage points and eight percentage points to 16% and 18%, respectively. The operating income and OIBDA increases and margin improvement reflect the aforementioned revenue growth as well as lower sports programming costs from the new programming agreement for the NCAA Tournament and the absence of the 2010 Super Bowl broadcast on the CBS Television Network. Restructuring charges of $11 million incurred during the six months ended June 30, 2010 primarily reflect severance costs associated with the elimination of positions.

-40-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Cable Networks (Showtime Networks, CBS Sports Network and Smithsonian Networks)

(Contributed 12% and 11% to consolidated revenues for the three and six months ended June 30, 2011, respectively, versus 11% for both of the comparable prior-year periods.)

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Revenues	$	413		$	369		$	806		$	737
OIBDA	$	176		$	129		$	329		$	230
Depreciation and amortization		(5	)		(6	)		(11	)		(12	)
Operating income	$	171		$	123		$	318		$	218
OIBDA as a % of revenues		43	%		35	%		41	%		31	%
Operating income as a % of revenues		41	%		33	%		39	%		30	%
Capital expenditures	$	3		$	3		$	5		$	4

Three Months Ended June 30, 2011 and 2010

For the three months ended June 30, 2011, Cable Networks revenues increased 12% to $413 million from $369 million for the same prior-year period due to rate increases and growth in subscriptions at Showtime Networks, CBS Sports Network and Smithsonian Networks, as well as higher international syndication and home entertainment revenues for Showtime original series. At June 30, 2011, Showtime Networks, including Showtime, The Movie Channel and Flix, in the aggregate, had 70 million subscriptions, up by 6 million, or 9%, from June 30, 2010, reflecting increased direct broadcast satellite ("DBS"), cable and telecommunications company subscriptions. At June 30, 2011, CBS Sports Network subscriptions of 44 million were up by 8 million, or 22%, from June 30, 2010, reflecting increased cable subscriptions, driven by the Company's ten year carriage agreement with Comcast Corporation entered into in 2010, and higher DBS subscriptions. At June 30, 2011 Smithsonian Networks had 8 million subscriptions, up by 3 million from June 30, 2010.

For the three months ended June 30, 2011, Cable Networks operating income increased $48 million, or 39%, to $171 million from $123 million and OIBDA increased $47 million, or 36%, to $176 million from $129 million for the same prior-year period, primarily due to the revenue growth as well as lower theatrical programming costs, partially offset by higher original series programming costs.

Six Months Ended June 30, 2011 and 2010

For the six months ended June 30, 2011, Cable Networks revenues increased 9% to $806 million from $737 million for the same prior-year period due to rate increases and growth in subscriptions at Showtime Networks, CBS Sports Network and Smithsonian Networks, as well as higher international syndication and home entertainment revenues for Showtime original series.

For the six months ended June 30, 2011, Cable Networks operating income increased $100 million, or 46%, to $318 million from $218 million and OIBDA increased $99 million, or 43%, to $329 million from $230 million for the same prior-year period, primarily due to the revenue growth and lower costs for theatrical programming, partially offset by higher advertising expense associated with the timing of series premieres.

-41-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Publishing (Simon & Schuster)

(Contributed 5% to consolidated revenues for both the three and six months ended June 30, 2011 versus 6% and 5%, respectively, for the comparable prior-year periods.)

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Revenues	$	183		$	189		$	338		$	341
OIBDA	$	19		$	17		$	26		$	19
Depreciation and amortization		(2	)		(2	)		(4	)		(3	)
Operating income	$	17		$	15		$	22		$	16
OIBDA as a % of revenues		10	%		9	%		8	%		6	%
Operating income as a % of revenues		9	%		8	%		7	%		5	%
Restructuring charges	$	—		$	—		$	—		$	1
Capital expenditures	$	2		$	1		$	2		$	2

Three Months Ended June 30, 2011 and 2010

For the three months ended June 30, 2011, Publishing revenues decreased 3% to $183 million from $189 million for the same prior-year period as growth in digital sales of Publishing content was more than offset by lower print book sales. Digital content revenues of $28 million for the second quarter of 2011 more than doubled last year's second quarter digital sales and represented 15% of Publishing's total revenues. Best-selling titles in the second quarter of 2011 include The Greater Journey by David McCullough and The Original Argument by Glenn Beck.

For the three months ended June 30, 2011, Publishing operating income increased $2 million, or 13%, to $17 million from $15 million and OIBDA increased $2 million, or 12%, to $19 million from $17 million for the same prior-year period, driven by lower expenses resulting from cost savings initiatives as well as the significant increase in digital sales as a percentage of total revenues.

Six Months Ended June 30, 2011 and 2010

For the six months ended June 30, 2011, Publishing revenues decreased $3 million to $338 million from $341 million for the same prior-year period as growth in digital sales of Publishing content was more than offset by lower print book sales.

For the six months ended June 30, 2011, Publishing operating income increased $6 million, or 38%, to $22 million from $16 million and OIBDA increased $7 million, or 37%, to $26 million from $19 million for the same prior-year period, driven by the impact of cost savings initiatives, as well as lower costs from the significant increase in digital sales as a percentage of total revenues. Restructuring charges of $1 million incurred during the six months ended June 30, 2010 reflect severance costs associated with the elimination of positions.

-42-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Local Broadcasting (CBS Television Stations and CBS Radio)

(Contributed 19% and 18% to consolidated revenues for the three and six months ended June 30, 2011, respectively, versus 20% and 19% for the comparable prior-year periods.)

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Revenues	$	691		$	678		$	1,312		$	1,284
OIBDA	$	230		$	214		$	399		$	323
Depreciation and amortization		(26	)		(24	)		(52	)		(49	)
Operating income	$	204		$	190		$	347		$	274
OIBDA as a % of revenues		33	%		32	%		30	%		25	%
Operating income as a % of revenues		30	%		28	%		26	%		21	%
Restructuring charges	$	—		$	—		$	—		$	25
Capital expenditures	$	16		$	16		$	28		$	27

Three Months Ended June 30, 2011 and 2010

For the three months ended June 30, 2011, Local Broadcasting revenues increased 2% to $691 million from $678 million for the same prior-year period, primarily driven by higher advertising sales, partly due to an increase in market share. CBS Television Stations revenues increased slightly, despite the difficult comparison to the second quarter of 2010 which included significant political advertising sales. CBS Television Stations revenue growth reflects higher retransmission revenues and increases in many key advertising categories, including financial services, media and retail, partially offset by a decline in spending by Japanese automobile manufacturers. CBS Radio revenues increased 4% with growth in retail and financial services, partially offset by a decline in political advertising.

For the three months ended June 30, 2011, Local Broadcasting operating income increased $14 million, or 7%, to $204 million from $190 million and OIBDA increased $16 million, or 7%, to $230 million from $214 million for the same prior-year period reflecting the revenue growth and lower television programming costs.

Six Months Ended June 30, 2011 and 2010

For the six months ended June 30, 2011, Local Broadcasting revenues increased 2% to $1.31 billion from $1.28 billion for the same prior-year period driven by higher advertising sales, partly due to an increase in market share. CBS Television Stations revenues increased 1%, despite the difficult comparison to the first half of 2010, which included revenues from the 2010 Super Bowl broadcast, higher political advertising sales and revenues from a television station that was sold in August 2010, reflecting the improved advertising marketplace and higher retransmission revenues. CBS Radio revenues increased 4%, reflecting the improved advertising marketplace.

For the six months ended June 30, 2011, Local Broadcasting operating income increased $73 million, or 27%, to $347 million from $274 million and OIBDA increased $76 million, or 24%, to $399 million from $323 million for the same prior-year period, reflecting improved OIBDA and operating income margins for the first half of 2011. These increases were driven by the revenue growth, lower

-43-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

programming costs and restructuring charges of $25 million recorded during the six months ended June 30, 2010, principally associated with the elimination of positions and contract terminations.

Outdoor (CBS Outdoor)

(Contributed 14% and 13% to consolidated revenues for the three and six months ended June 30, 2011, respectively, versus 14% and 12% for the comparable prior-year periods.)

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Revenues	$	490		$	457		$	903		$	849
OIBDA	$	86		$	77		$	135		$	89
Depreciation and amortization		(60	)		(65	)		(121	)		(128	)
Operating income (loss)	$	26		$	12		$	14		$	(39	)
OIBDA as a % of revenues		18	%		17	%		15	%		10	%
Operating income as a % of revenues		5	%		3	%		2	%		NM
Restructuring charges	$	—		$	2		$	—		$	22
Capital expenditures	$	14		$	14		$	26		$	25

NM—Not meaningful

Three Months Ended June 30, 2011 and 2010

For the three months ended June 30, 2011, Outdoor revenues increased 7% to $490 million from $457 million for the same prior-year period, driven by the continued improvement in the outdoor advertising marketplace in the Americas and the favorable impact of foreign exchange rate changes. Revenues for the Americas (comprising North America and South America) for the second quarter of 2011 increased 7% in constant dollars from the same prior-year period, driven by growth in the U.S. billboards and displays businesses. Revenues for Europe decreased 4% in constant dollars, reflecting weakness in the European economy. The favorable impact of foreign exchange rate changes on total Outdoor revenues was approximately $20 million for the three months ended June 30, 2011. Approximately 45% and 44% of Outdoor revenues were generated from regions outside the U.S. for the three months ended June 30, 2011 and 2010, respectively.

For the three months ended June 30, 2011, Outdoor operating income increased $14 million to $26 million from $12 million and OIBDA increased $9 million, or 12%, to $86 million from $77 million for the same prior-year period. These increases were driven by the revenue growth partially offset by higher costs, primarily due to foreign exchange rate changes and higher variable costs associated with the increase in revenues. The operating income growth also reflects lower depreciation and amortization expense as capital spending in recent years has been reduced to normalized levels.

Six Months Ended June 30, 2011 and 2010

For the six months ended June 30, 2011, Outdoor revenues increased 6% to $903 million from $849 million for the same prior-year period, driven by the continued improvement in the outdoor advertising marketplace in the Americas and the favorable impact of foreign exchange rate changes. Revenues for the Americas for the first half of 2011 increased 9% in constant dollars from the same

-44-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

prior-year period, reflecting growth in the U.S. billboards and displays businesses, including the impact of new transit contracts entered into during 2010. Revenues for Europe decreased 5% in constant dollars, reflecting weakness in the European economy. The favorable impact of foreign exchange rate changes on total Outdoor revenues was approximately $24 million for the six months ended June 30, 2011. Approximately 44% and 46% of Outdoor revenues were generated from regions outside the U.S. for the six months ended June 30, 2011 and 2010, respectively.

For the six months ended June 30, 2011, Outdoor reported operating income of $14 million versus an operating loss of $39 million for the same prior-year period. Outdoor OIBDA increased $46 million, or 52%, to $135 million from $89 million for the same prior-year period. These increases were driven by the revenue growth and restructuring charges incurred during the first half of 2010, partially offset by higher costs primarily due to foreign exchange rate changes and costs associated with new contracts. Restructuring charges of $22 million for the six months ended June 30, 2010 primarily reflect severance costs associated with the elimination of positions.

Corporate

For the three months ended June 30, 2011, corporate expenses increased 3% to $63 million from $61 million for the same prior-year period and for the six months ended June 30, 2011 corporate expenses increased 15% to $121 million from $105 million for the same prior-year period, primarily reflecting higher stock-based compensation and other expense increases resulting from the Company's higher stock price.

Residual Costs

Residual costs primarily include pension and postretirement benefits costs for benefit plans retained by the Company for previously divested businesses. For the three months ended June 30, 2011, residual costs decreased 31% to $18 million from $26 million for the same prior-year period and for the six months ended June 30, 2011, residual costs decreased 29% to $37 million from $52 million for the same prior-year period, primarily due to the favorable performance of pension plan assets in 2010, as well as the benefit from pre-funding the Company's pension plans at the end of 2010.

Financial Position

Current assets increased by $360 million to $5.70 billion at June 30, 2011 from $5.34 billion at December 31, 2010, primarily due to an increase in cash and cash equivalents of $866 million, partially offset by a decrease in programming and other inventory of $365 million, reflecting the expensing of prepaid sports and entertainment programming rights, and a decrease in receivables of $224 million. The allowance for doubtful accounts as a percentage of receivables was 4% at both June 30, 2011 and December 31, 2010.

Net property and equipment of $2.60 billion at June 30, 2011 decreased $99 million from $2.69 billion at December 31, 2010, primarily reflecting depreciation expense of $215 million, partially offset by capital expenditures of $95 million and foreign currency translation adjustments.

Goodwill increased $98 million to $8.62 billion at June 30, 2011 from $8.52 billion at December 31, 2010, primarily reflecting acquisitions of internet businesses and foreign currency translation adjustments.

-45-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Intangible assets, principally consisting of FCC licenses, leasehold agreements and franchise agreements, decreased by $47 million to $6.58 billion at June 30, 2011 from $6.62 billion at December 31, 2010, primarily due to amortization expense of $63 million, partially offset by intangible assets acquired in connection with the acquisitions of internet businesses.

Current liabilities decreased by $95 million to $3.93 billion at June 30, 2011 from $4.03 billion at December 31, 2010, primarily due to decreases in accounts payable and accrued compensation, reflecting the timing of payments, partially offset by an increase in participants' share and royalties payable.

Other liabilities decreased by $53 million to $3.37 billion at June 30, 2011 from $3.42 billion at December 31, 2010, primarily reflecting decreases related to sports programming rights.

Cash Flows

Cash and cash equivalents increased by $866 million and $121 million for the six months ended June 30, 2011 and 2010, respectively. The changes in cash and cash equivalents were as follows:

	Six Months Ended June 30,
	2011			2010
Cash provided by operating activities	$	1,594		$	1,251
Cash used for investing activities		(171	)		(148	)
Cash used for financing activities		(557	)		(982	)
Net increase in cash and cash equivalents	$	866		$	121

Operating Activities.    Cash provided by operating activities of $1.59 billion for the six months ended June 30, 2011 increased $343 million from $1.25 billion for the same prior-year period primarily reflecting the growth in operating income and lower payments for interest, partially offset by higher income tax payments and the absence of the benefit to 2010 cash flow from the Super Bowl broadcast on the CBS Television Network.

Cash paid for income taxes for the six months ended June 30, 2011 was $158 million versus $32 million for the six months ended June 30, 2010 driven by the increase in earnings before income taxes.

During July 2011, the Company made a pension contribution of $200 million principally to pre-fund its qualified plans.

Investing Activities.    Cash used for investing activities of $171 million for the six months ended June 30, 2011 principally reflected capital expenditures of $95 million, payments for acquisitions of $55 million, primarily for internet businesses, and investments in investee companies of $42 million. Cash used for investing activities of $148 million for the six months ended June 30, 2010 principally reflected capital expenditures of $100 million and investments in investee companies of $41 million.

Financing Activities.    Cash used for financing activities of $557 million for the six months ended June 30, 2011 principally reflected the purchase of Company common stock for $578 million, of which $500 million relates to the repurchase of 21.7 million shares of CBS Corp. Class B Common Stock under the Company's $1.5 billion share repurchase program, and dividend payments of $73 million, partially offset by proceeds from the exercise of stock options of $45 million and the excess tax benefit

-46-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

from stock-based compensation of $61 million. Cash used for financing activities of $982 million for the six months ended June 30, 2010 principally reflected the repayment of notes and debentures of $976 million, a $400 million reduction to amounts outstanding under the accounts receivable securitization program and dividend payments of $74 million, partially offset by proceeds from the issuance of notes of $497 million.

Repurchase of Company Stock and Cash Dividends

During the six months ended June 30, 2011, the Company repurchased, through accelerated share repurchase transactions, 21.7 million shares of CBS Corp. Class B Common Stock for $500 million under its $1.5 billion share repurchase program, of which $250 million was spent in the second quarter to repurchase 9.9 million shares. In addition, during each of the six months ended June 30, 2011 and 2010, the Company repurchased 3 million shares of its Class B Common Stock by withholding shares to satisfy employee tax withholding obligations from the vesting of RSUs.

On May 3, 2011, the Company announced an increase in the quarterly cash dividend on its Class A and Class B Common Stock to $.10 per share from $.05 per share. The total second quarter dividend was $69 million of which $67 million was paid on July 1, 2011 and $2 million was accrued to be paid upon vesting of RSUs. During the second quarter of 2011, the Company paid $36 million for the dividend declared on February 23, 2011 and for dividend payments on RSUs that vested during the second quarter of 2011.

Capital Structure

The following table sets forth the Company's debt.

		At June 30, 2011		At December 31, 2010
Senior debt (4.30% – 8.875% due 2012 – 2056) (a)		$	5,927	$	5,929
Other notes			4		2
Obligations under capital leases			85		90
Total debt			6,016		6,021
	Less discontinued operations debt (b)		21		21
Total debt from continuing operations			5,995		6,000
	Less current portion		31		27
Total long-term debt from continuing operations, net of current portion		$	5,964	$	5,973

(a)

At June 30, 2011 and December 31, 2010, the senior debt balances included (i) a net unamortized premium of $2 million and $1 million, respectively, and (ii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $79 million and $83 million, respectively. The face value of the Company's senior debt was $5.85 billion at both June 30, 2011 and December 31, 2010.



(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 million of the Company's wholly owned subsidiary, CBS Broadcasting Inc., is not guaranteed.

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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

During the six months ended June 30, 2010, the Company issued $500 million of senior notes.

During the six months ended June 30, 2010, the Company repurchased and redeemed a total of $940 million of senior notes and debentures, of which $920 million was repurchased and redeemed during the second quarter of 2010. These transactions resulted in a pre-tax loss on early extinguishment of debt of $41 million and $38 million for the three and six months ended June 30, 2010, respectively.

Credit Facility

At June 30, 2011, the Company had a $2.0 billion revolving credit facility which expires in March 2015 (the "Credit Facility"). The Credit Facility requires the Company to maintain a maximum Consolidated Leverage Ratio of 4.0x at the end of each quarter and a minimum Consolidated Coverage Ratio of 3.0x for the trailing four quarters, each as further described in the Credit Facility. At June 30, 2011, the Company's Consolidated Leverage Ratio was approximately 1.9x and Consolidated Coverage Ratio was approximately 7.0x.

The Consolidated Leverage Ratio reflects the ratio of the Company's indebtedness from continuing operations, adjusted to exclude certain capital lease obligations, at the end of a quarter, to the Company's Consolidated EBITDA for the trailing four consecutive quarters. Consolidated EBITDA is defined in the Credit Facility as operating income plus interest income and before depreciation, amortization and certain other non-cash items. The Consolidated Coverage Ratio reflects the ratio of Consolidated EBITDA to the Company's cash interest expense on indebtedness, adjusted to exclude certain capital lease obligations, in each case for the trailing four consecutive quarters.

The primary purpose of the Credit Facility is to support commercial paper borrowings. At June 30, 2011, the Company had no commercial paper borrowings under its $2.0 billion commercial paper program. At June 30, 2011, the remaining availability under the Credit Facility, net of outstanding letters of credit, was $1.98 billion.

Accounts Receivable Securitization Program

During and prior to the first quarter of 2010, the Company participated in a revolving accounts receivable securitization program which provided for the sale of receivables on a non-recourse basis to unrelated third parties on a one-year renewable basis. During the first quarter of 2010, the Company reduced the amounts outstanding under its revolving accounts receivable securitization program by $400 million to zero and terminated the program.

Liquidity and Capital Resources

The Company continually projects anticipated cash requirements for its operating, investing and financing needs as well as cash flows generated from operating activities available to meet these needs. The Company's operating needs include, among other items, commitments for sports programming rights, television and film programming, talent contracts, franchise payments, interest payments, and pension funding obligations. The Company's investing and financing spending includes capital expenditures, share repurchases, dividends and principal payments on its outstanding indebtedness. The Company believes that its operating cash flows, cash and cash equivalents, borrowing capacity under its Credit Facility, which had $1.98 billion of remaining availability at June 30, 2011, and access to capital markets are sufficient to fund its operating, investing and financing requirements for the next twelve months.

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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

The Company's funding for short-term and long-term obligations will come primarily from cash flows from operating activities. Any additional cash funding requirements are financed with short-term borrowings, including commercial paper, and long-term debt. To the extent that commercial paper is not available to the Company, the existing Credit Facility provides sufficient capacity to satisfy short-term borrowing needs.

Funding for the Company's long-term debt obligations due over the next five years of $1.19 billion is expected to come from cash generated from operating activities and the Company's ability to refinance its debt.

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 June 30, 2011, the outstanding letters of credit and surety bonds approximated $409 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 Action.    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, all defendants filed a motion to dismiss this action. On March 16, 2010, the court granted the Company's motion and dismissed this action as to the Company and all defendants. On April 30, 2010, the plaintiffs filed a motion for leave to serve an amended complaint. On September 23, 2010, the court issued an order granting leave to amend. On October 8, 2010, the Company was served with an Amended Complaint, which redefines the Class Period to be April 29, 2008 to October 10, 2008 and alleges that the impairment charge should have been taken during the first quarter of 2008. The Company filed a motion to dismiss this Amended Complaint on November 19, 2010. On May 24, 2011, the court granted the motion to dismiss and entered judgment in favor of defendants on May 25, 2011. On June 23, 2011, plaintiffs filed a Notice of Appeal.

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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

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 "Super Bowl Proceeding"). In May 2006, the FCC denied the Company's petition for reconsideration. In July 2006, the Company filed a Petition for Review of the forfeiture with the United States 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 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 United States Supreme Court, seeking review of the Third Circuit's decision. The petition requested that the United States 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 United States 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 United States Supreme Court granted the FCC's petition to review the United States Court of Appeals for the Second Circuit's decision. On November 4, 2008, the United States Supreme Court heard argument in this case. On April 28, 2009, the United States 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. The Second Circuit requested additional briefing and argument was heard on January 13, 2010. On July 13, 2010, the Second Circuit struck down an FCC policy on indecency and found that the FCC's indecency policies and decisions regarding the use of "fleeting expletives" on radio and television violated the First Amendment. On August 25, 2010, the FCC filed a petition for rehearing en banc and, on August 31, 2010, the Second Circuit issued an order directing all parties and intervenors to file briefs in response to the FCC's petition on September 21, 2010, which were filed. On November 22, 2010, the Second Circuit denied the FCC's petition for rehearing. On April 21, 2011, the FCC filed a combined petition for certiorari seeking review of the Second Circuit's decision in this case and also in an indecency case involving a broadcast on another television network. On June 27, 2011, the United States Supreme Court granted the FCC's petition for certiorari.

Following the April 28, 2009 decision in the fleeting expletives case, on May 4, 2009, the United States Supreme Court remanded the Super Bowl Proceeding to the United States Court of Appeals for the Third Circuit and requested supplemental briefing from the Company and the FCC, in light of the United States Supreme Court's fleeting expletives decision. Argument was heard by the Third Circuit in the Super Bowl Proceeding on February 23, 2010. On May 18, 2010 and on December 22, 2010, at the Third Circuit's request, the Company and the FCC each submitted supplemental briefs. The parties are awaiting a decision from the Third Circuit.

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.

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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

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.    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 June 30, 2011 the Company had pending approximately 50,390 asbestos claims, as compared with approximately 52,220 as of December 31, 2010 and 58,920 as of June 30, 2010. During the second quarter of 2011, the Company received approximately 990 new claims and closed or moved to an inactive docket approximately 2,830 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 2010 and 2009 for settlement and defense of asbestos claims after insurance recoveries and net of tax benefits were approximately $14 million and $18 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.

Filings include claims for individuals suffering from mesothelioma, a rare cancer, the risk of which is allegedly increased by exposure to asbestos; lung cancer, a cancer which may be caused by various factors, one of which is alleged to be asbestos exposure; other cancers, and conditions that are substantially less serious, including claims brought on behalf of individuals who are asymptomatic as to an allegedly asbestos-related disease. The predominant number of claims against the Company are non-cancer claims. In a substantial number of the pending claims, the plaintiff has not yet identified the claimed injury. 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.

Other.    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

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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

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.

CBS Outdoor Limited has commenced legal actions against London Underground Limited with respect to disputes regarding project delays and other matters, including the calculation of franchise fees due from CBS Outdoor Limited arising under its 2006 transit contract with London Underground Limited. In these actions, CBS Outdoor Limited is seeking declaratory relief, recovery of monetary damages and other forms of relief. In August 2010, CBS Outdoor Limited filed a claim against London Underground Limited in the High Court of Justice Queen's Bench Division Commercial Court in the U.K. and, in November 2010, London Underground Limited filed a defense and counterclaim against CBS Outdoor Limited, in each case, with respect to such franchise fee calculation disputes.

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.

Related Parties

National Amusements, Inc.    National Amusements, Inc. ("NAI") is the controlling stockholder of CBS Corp. and Viacom Inc. 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. In addition, Ms. Shari Redstone, Mr. Sumner M. Redstone's daughter, is the president and a director of NAI and the vice chair of the board of directors of both CBS Corp. and Viacom Inc. Mr. David R. Andelman is a director of CBS Corp. and serves as a director of NAI. Mr. Frederic V. Salerno is a director of CBS Corp. and serves as a director of Viacom Inc. At June 30, 2011, NAI directly or indirectly owned approximately 79% of CBS Corp.'s voting Class A Common Stock, and owned approximately 6% of CBS Corp.'s Class A Common Stock and non-voting 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 Entertainment segment, licenses its television products to Viacom Inc., primarily MTV Networks and BET Networks. In addition, CBS Corp. recognizes advertising revenues for media spending placed by various subsidiaries of Viacom Inc., primarily Paramount Pictures. Viacom Inc. also distributes certain of the Company's television products in the home entertainment market. CBS Corp.'s total revenues from these transactions were $88 million and $71 million for the three months ended June 30, 2011 and 2010, respectively, and $139 million and $110 million for the six months ended June 30, 2011 and 2010, respectively.

CBS Corp. places advertisements with, and leases production facilities, licenses programming and purchases other goods and services from various subsidiaries of Viacom Inc. The total amounts for these transactions were $4 million and $6 million for the three months ended June 30, 2011 and 2010,

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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

respectively, and $10 million and $11 million for the six months ended June 30, 2011 and 2010, 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 June 30, 2011		At December 31, 2010
Amounts due from Viacom Inc.
Receivables	$	92	$	104
Other assets (Receivables, noncurrent)		221		252
Total amounts due from Viacom Inc.	$	313	$	356
Amounts due to Viacom Inc.
Accounts payable	$	3	$	5
Program rights		4		4
Other liabilities (Program rights, noncurrent)		—		1
Total amounts due to Viacom Inc.	$	7	$	10

Other Related Parties    The Company has equity interests in a domestic television network and several international joint ventures for television channels, from which the Company earns revenues primarily by selling its television programming. Total revenues earned from these ventures were $30 million and $32 million for the three months ended June 30, 2011 and 2010, respectively, and $63 million and $78 million for the six months ended June 30, 2011 and 2010, 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.

Adoption of New Accounting Standards

Revenue Arrangements with Multiple Deliverables

On January 1, 2011, the Company adopted the FASB's revised guidance on revenue arrangements with multiple deliverables. This guidance revises the criteria for separating and allocating consideration for each deliverable in a multiple-deliverable arrangement and establishes a hierarchy for determining the selling price of each deliverable. Under the guidance, revenues are allocated based on the relative selling price of each deliverable. The selling price used for each deliverable will be based on the Company-specific objective evidence if available, third party evidence if Company-specific evidence is not available, or estimated selling price for the stand-alone sale of the deliverable if neither Company-specific objective evidence nor third party evidence is available. The adoption of this guidance did not have a material effect on the Company's consolidated financial statements.

Recent Pronouncements

Fair Value Measurement

In May 2011, the FASB issued guidance to improve the comparability of fair value measurements presented in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and International Financial Reporting Standards ("IFRS"), effective for the

-53-

Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

Company beginning in the first quarter of 2012. This guidance clarifies the FASB's intent about the application of existing fair value measurement requirements and changes certain principles and requirements for measuring fair value and for disclosing information about fair value measurements. The adoption of this guidance will not have a material effect on the Company's consolidated financial statements.

Comprehensive Income

In June 2011, the FASB issued amended guidance on the presentation of comprehensive income, effective for the Company beginning in the first quarter of 2012, with early adoption permitted. Under this guidance, the total comprehensive income, the components of net income and the components of other comprehensive income must be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance also requires reclassification adjustments, for items reclassified from other comprehensive income to net income, to be presented on the face of each of these statements. The adoption of this guidance will not have a material effect on the Company's consolidated financial statements.

Critical Accounting Policies

See Item 7, Management's Discussion and Analysis of Results of Operations and Financial Condition in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, for a discussion of the Company's critical accounting policies.

Cautionary Statement Concerning Forward-Looking Statements

This quarterly report on Form 10-Q, including "Item 2—Management's Discussion and Analysis of Results of Operations and Financial Condition," contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not based on historical facts, but rather reflect the Company's current expectations concerning future results and events. These forward-looking statements generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will" or other similar words or phrases. Similarly, statements that describe the Company's objectives, plans or goals are or may be forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause the actual results, performance or achievements of the Company to be different from any future results, performance and achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: advertising market conditions generally; changes in the public acceptance of the Company's programming; changes in technology and its effect on competition in the Company's markets; changes in the federal communications laws and regulations; the impact of piracy on the Company's products; the impact of consolidation in the market for the Company's programming; the impact of union activity, including possible strikes or work stoppages or the Company's inability to negotiate favorable terms for contract renewals; other domestic and global economic, business, competitive and/or regulatory factors affecting the Company's businesses generally; and other factors described in the Company's news releases and filings made under the securities laws, including, among others, those set forth under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2010 and in our Quarterly Reports on Form 10-Q. There

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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)

may be additional risks, uncertainties and factors that the Company does not currently view as material or that are not necessarily known. The forward-looking statements included in this document are made as of the date of this document and the Company does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes to market risk since reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

Item 4.    Controls and Procedures.

The Company's chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended) were effective, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Securities Exchange Act of 1934, as amended.

No change in the Company's internal control over financial reporting occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

-55-

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The following information supplements and amends the disclosure set forth in Part I, Item 3. Legal Proceedings in the Company's Annual Report on Form 10-K for the year ended December 31, 2010 (the "2010 Form 10-K").

As previously disclosed in the 2010 Form 10-K, Omaha Funds filed a securities action against the Company and certain of its officers alleging violations of securities laws. On May 24, 2011, the United States District Court for the Southern District of New York granted the motion to dismiss the action and entered judgment in favor of defendants on May 25, 2011. On June 23, 2011, plaintiffs filed a Notice of Appeal.

Item 1A. Risk Factors.

The Company Could Be Adversely Affected by Strikes and Other Union Activity (the entire risk factor, as updated, is presented below)

The Company and its suppliers engage the services of writers, directors, actors and other talent, trade employees and others who are subject to collective bargaining agreements. If the Company or its suppliers are unable to renew expiring collective bargaining agreements, it is possible that the affected unions or others could take action in the form of strikes or work stoppages. Such actions, higher costs in connection with these agreements or a significant labor dispute could adversely affect the Company's television, radio, cable networks, online and motion picture businesses by disrupting the Company's ability to provide scheduled services and programming or by causing delays in the production of the Company's television or radio programming, motion pictures or the Company's outdoor business by disrupting its ability to place advertising on outdoor faces. In March 2011, owners of the National Football League (NFL) teams imposed a lockout against NFL players when their collective bargaining agreement expired. In July 2011, the parties reached an agreement and the NFL lockout has ended. Depending on its duration, a lockout or any strikes or work stoppages could have an adverse effect on the Company's revenues, cash flows and/or operating income and/or the timing thereof.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Company Purchases of Equity Securities

Below is a summary of CBS Corp.'s purchases of its Class B Common Stock during the three months ended June 30, 2011 under its $1.5 billion share repurchase program, publicly announced on November 4, 2010.

(In millions, except per share amounts)	Total Number of Shares Purchased (a)		Average Price Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Remaining Authorization
April 1, 2011 – April 30, 2011		7.5		(a)		7.5	$	1,000
May 1, 2011 – May 31, 2011		—		—		—	$	1,000
June 1, 2011 – June 30, 2011		2.4		(a)		2.4	$	1,000
Total		9.9	$	25.19		9.9	$	1,000

(a)

During the second quarter of 2011, the Company repurchased 9.9 million shares of CBS Corp. Class B Common Stock for $250 million through an accelerated share repurchase ("ASR") transaction, of which 7.5 million shares were delivered in April 2011 and the remaining 2.4 million shares were delivered upon settlement of the ASR in June 2011.

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Item 6. Exhibits.

Exhibit No.		Description of Document
	(10)		Material Contracts
		(a)	Amended and Restated $2.0 Billion Credit Agreement, dated as of March 16, 2011, among CBS Corporation; CBS Operations Inc.; the Subsidiary Borrowers Parties thereto; the Lenders named therein; JPMorgan Chase Bank, N.A., as Administrative Agent; Citibank, N.A., as Syndication Agent; and Bank of America, N.A., Deutsche Bank AG New York Branch, Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland plc, and UBS Loan Finance LLC, as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of CBS Corporation filed March 18, 2011) (File No. 001-09553).
		(b)	Forms of Certificate and Terms and Conditions for Equity Awards for:
			(i) Form of Stock Options (commencing in 2010) (filed herewith).
			(ii) Form of Performance-Based Restricted Share Units with Time Vesting and Performance Schedule (commencing in 2010) (filed herewith).
			(iii) Form of Restricted Share Units with Time Vesting (commencing in 2010) (filed herewith).
	(12)		Statement Regarding Computation of Ratios (filed herewith)
	(31)		Rule 13a-14(a)/15d-14(a) Certifications
		(a)	Certification of the Chief Executive Officer of CBS Corporation pursuant to Rule 13a-14(a), or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
		(b)	Certification of the Chief Financial Officer of CBS Corporation pursuant to Rule 13a-14(a), or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
	(32)		Section 1350 Certifications
		(a)	Certification of the Chief Executive Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).
		(b)	Certification of the Chief Financial Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).
	(101)		Interactive Data File
			The following furnished materials from CBS Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language), are collectively included herewith as Exhibit 101:
			101. INS XBRL Instance Document.
			101. SCH XBRL Taxonomy Extension Schema.
			101. CAL XBRL Taxonomy Extension Calculation Linkbase.
			101. DEF XBRL Taxonomy Extension Definition Linkbase.
			101. LAB XBRL Taxonomy Extension Label Linkbase.
			101. PRE XBRL Taxonomy Extension Presentation Linkbase.

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SIGNATURES

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

	CBS CORPORATION (Registrant)
Date: August 2, 2011	/s/ JOSEPH R. IANNIELLO Joseph R. Ianniello Executive Vice President and Chief Financial Officer
Date: August 2, 2011	/s/ THOMAS S. SHILEN, JR. Thomas S. Shilen, Jr. Senior Vice President, Controller and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.		Description of Document
	(10)		Material Contracts
		(a)	Amended and Restated $2.0 Billion Credit Agreement, dated as of March 16, 2011, among CBS Corporation; CBS Operations Inc.; the Subsidiary Borrowers Parties thereto; the Lenders named therein; JPMorgan Chase Bank, N.A., as Administrative Agent; Citibank, N.A., as Syndication Agent; and Bank of America, N.A., Deutsche Bank AG New York Branch, Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland plc, and UBS Loan Finance LLC, as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of CBS Corporation filed March 18, 2011) (File No. 001-09553).
		(b)	Forms of Certificate and Terms and Conditions for Equity Awards for:
			(i) Form of Stock Options (commencing in 2010) (filed herewith).
			(ii) Form of Performance-Based Restricted Share Units with Time Vesting and Performance Schedule (commencing in 2010) (filed herewith).
			(iii) Form of Restricted Share Units with Time Vesting (commencing in 2010) (filed herewith).
	(12)		Statement Regarding Computation of Ratios (filed herewith)
	(31)		Rule 13a-14(a)/15d-14(a) Certifications
		(a)	Certification of the Chief Executive Officer of CBS Corporation pursuant to Rule 13a-14(a), or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
		(b)	Certification of the Chief Financial Officer of CBS Corporation pursuant to Rule 13a-14(a), or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
	(32)		Section 1350 Certifications
		(a)	Certification of the Chief Executive Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).
		(b)	Certification of the Chief Financial Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).
	(101)		Interactive Data File
			The following furnished materials from CBS Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language), are collectively included herewith as Exhibit 101:
			101. INS XBRL Instance Document.
			101. SCH XBRL Taxonomy Extension Schema.
			101. CAL XBRL Taxonomy Extension Calculation Linkbase.
			101. DEF XBRL Taxonomy Extension Definition Linkbase.
			101. LAB XBRL Taxonomy Extension Label Linkbase.
			101. PRE XBRL Taxonomy Extension Presentation Linkbase.

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EX-10.(B)(I)

Exhibit 10(b)(i)

CBS Corporation

Form of Stock Option Certificate

Granted under the [_________________] Plan

DATE OF GRANT: ____________________

EXERCISE PRICE: ____________________

EXPIRATION DATE: __________________

This certifies that CBS Corporation has granted to the employee named on the CBS Stock Plans webpage (the “Participant”) on the date indicated above (the “Date of Grant”), non-qualified Stock Options to purchase the number of shares of the Company’s Class B Common Stock listed under the Stock Options Grant Listing tab of the CBS Stock Plans webpage at a purchase price per share equal to the exercise price indicated above (the “Exercise Price”), and with the expiration date indicated above (“Expiration Date”), under the Company’s [_________________] Plan, as amended from time to time, all on the Terms and Conditions attached hereto.

Executive Vice President,

Human Resources and Administration

If there is a discrepancy between the CBS Stock Plans webpage and the official records maintained by the office of the Executive Vice President, Human Resources and Administration, the official records will prevail.

CBS Corporation

Form of Terms and Conditions to the Stock Option Certificate

Granted under the [_________________] Plan

ARTICLE I

TERMS OF STOCK OPTIONS

Section 1.1  Grant of Stock Options.  CBS Corporation, a Delaware corporation (the “Company”), has awarded the Participant Stock Options (the “Stock Options”) under the [_________________] Plan, as amended from time to time (the “Plan”).  The Stock Options have been awarded to the Participant subject to the terms and conditions contained in (A) the certificate for the grant of Stock Options attached hereto (the “Stock Option Certificate”), (B) the terms and conditions contained herein (the Stock Option Certificate and the terms and conditions, collectively, the “Certificate”) and (C) the Plan, the terms of which are hereby incorporated by reference (the items listed in (A), (B) and (C), collectively, the “Terms and Conditions”).  A copy of the Plan has been or will be made available to the Participant on-line at Morgan Stanley Smith Barney’s website.

Capitalized terms that are not otherwise defined herein have the meanings assigned to them in the Stock Option Certificate or the Plan.  The Stock Options are not intended to be, or to qualify as, “Incentive Stock Options” within the meaning of Section 422 of the Code.

Section 1.2  Terms of Stock Options.

(a)  Vesting.  The Stock Options shall be exercisable only to the extent the Participant is vested therein.  The Stock Options shall vest in four equal installments on each of the first, second, third and fourth anniversaries of the Date of Grant, except that any fractional Stock Options resulting from the application of the foregoing vesting schedule will be aggregated and will vest on whichever of such vesting dates as shall be determined by the Company in accordance with its customary procedures.

(b)  Option Period.  Except as provided in Section 1.2(c) hereof, the period during which the Stock Options may be exercised shall expire on the eighth anniversary of the Date of Grant (the “Expiration Date”).  If the Participant remains employed by the Company or any of its Subsidiaries through the Expiration Date, his or her Outstanding Stock Options may be exercised to the extent exercisable until the close of trading (generally 4:00 p.m. New York time) on the last trading day falling within the exercise period on the New York Stock Exchange or, if different, the principal stock exchange on which the Class B Common Stock is then listed.  The Participant must act within a reasonable amount of time to execute and complete the trade prior to the close of trading on the Expiration Date of the grant.  If the Expiration Date is not a trading day, then the last day the Stock Options may be exercised is the last trading day preceding the Expiration Date.

(c)  Exercise in the Event of a Termination of Employment, Retirement, Permanent Disability or Death:

(i)Termination other than for Cause, or due to Retirement, Permanent Disability or Death.

(x)If, at the time of his or her termination of employment, the Participant is a party to an employment agreement with the Company or one of its Subsidiaries that contains provisions different from those set forth in Section 1.2(c)(i)(y) below, then such different provisions will control so long as they are in effect and applicable to the Participant at the time of his or her termination of employment.

(y)Otherwise, in the event of the Participant’s termination of employment (other than a Termination for Cause) or due to the Participant’s Retirement, Permanent Disability or death, the Participant’s Outstanding Stock Options can be exercised in accordance with the following provisions:

(A)if the Participant ceases to be an employee of the Company or any of its Subsidiaries by reason of the voluntary termination by the Participant or the termination by the Company or any of its Subsidiaries other than a Termination for Cause, his or her Outstanding Stock Options may be exercised to the extent then exercisable for a period of six months after the date of such termination, but in no event later than the Expiration Date;

(B)if the Participant ceases to be an employee of the Company or any of its Subsidiaries by reason of the Participant’s Retirement, the Participant may exercise his or her Outstanding Stock Options to the extent exercisable on the date of Retirement until the Expiration Date;

(C)if the Participant ceases to be an employee of the Company or any of its Subsidiaries by reason of the Participant’s Permanent Disability, his or her Outstanding Stock Options may be exercised to the extent exercisable upon the date of the onset of such Permanent Disability until the third anniversary of such date, but in no event later than the Expiration Date; and

(D)if a Participant dies, the Participant’s Outstanding Stock Options may be exercised to the extent exercisable at the date of death by (i) the Participant’s beneficiary, if the Company has adopted procedures whereby Participants may designate a

beneficiary and the Participant has done so, or (ii) if the Company has not adopted such procedures or the Participant has not designated a beneficiary, by the person or persons who acquired the right to exercise such Outstanding Stock Options by will or the laws of descent and distribution, in either case for a period of two years after the date of death, but in no event later than the Expiration Date.

Unless otherwise determined by the Committee, upon the occurrence of an event described in clause (A), (B), (C) or (D) of this Section 1.2(c)(i)(y), all rights with respect to Stock Options that are not vested as of the date of such event will be relinquished.  A “termination of employment” occurs, for purposes of the Stock Options, when a Participant is no longer an employee of the Company or any of its Subsidiaries.  Also, unless the Committee determines otherwise, the employment of a Participant who works for a Subsidiary shall terminate, for purposes of the Stock Options, on the date on which the Participant’s employing company ceases to be a Subsidiary.

(ii)Termination for Cause.  If the Participant’s employment with the Company or any of its Subsidiaries ends due to a Termination for Cause then, unless the Committee in its discretion determines otherwise, all Outstanding Stock Options, whether or not then vested, shall terminate effective as of the date of such termination.

(iii)Exercise Periods following Termination of Employment, Retirement, Permanent Disability or Death.  For the purposes of determining the dates on which Stock Options may be exercised following a termination of employment or Retirement, Permanent Disability or death, the day following the date of termination of employment or Retirement, Permanent Disability or death shall be the first day of the exercise period and the Stock Options may be exercised until the close of trading (generally 4:00 p.m. New York time) on the last trading day falling within the exercise period on the New York Stock Exchange or, if different, the principal stock exchange on which the Class B Common Stock is then listed.  Thus, if the last day of the exercise period is not a trading day, then the last date the Stock Options may be exercised is the last trading day preceding the end of the exercise period.

Section 1.3  Exercise of Stock Options.

(a)  Whole or Partial Exercise.  The Participant may exercise all vested Outstanding Stock Options granted hereunder in whole at one time or in part in increments of 100 Stock

Options (or in the entire number of Outstanding Stock Options in which the Participant is vested, if such number is less than 100) by notice to the Director, Global Stock Plans, CBS Corporation, 51 West 52nd Street, New York, New York 10019, or to such agent(s) for the Company (“Agent”) as the Company may from time to time specify, in such manner and at such address as may be specified from time to time by the Company.  Such notice shall (i) state the number of whole Stock Options being exercised, and (ii) be signed (or otherwise authorized in a manner acceptable to the Company) by the person or persons so exercising the Stock Options and, in the event the Stock Options are being exercised (pursuant to Section 1.2(c) hereof) by any person or persons other than the Participant accompanied by proof satisfactory to the Company’s counsel of the right of such person or persons to exercise the Stock Options.  Information concerning any Agent and its address may be obtained by contacting the Director, Global Stock Plans.

(b)  Payment of Aggregate Option Price.  Full payment of the aggregate Exercise Price (which shall be determined by multiplying the number of Stock Options being exercised by the Exercise Price as set forth on the Stock Option Certificate) shall be made on or before the settlement date for the shares of Class B Common Stock issued pursuant to the exercise of the Stock Options.  In accordance with the rules and procedures established by the Committee for this purpose, the Stock Options may be exercised through a “cashless exercise” procedure, approved by the Committee, involving a broker or dealer, that affords the Participant the opportunity to sell immediately some or all of the shares underlying the exercised portion of the Stock Options in order to generate sufficient cash to pay the Exercise Price of the Stock Options.  In addition, if the Company so permits, the Exercise Price may be paid in whole or in part using a net share settlement procedure or through the withholding of shares subject to the Stock Options with a value equal to the Exercise Price.  In accordance with Section 4.3 hereof, the Participant shall make an arrangement acceptable to the Company to pay to the Company an amount sufficient to satisfy the combined federal, state, local or other withholding tax obligations which arise in connection with the exercise of such Stock Options.

(c)  Issuance of Shares.  Upon satisfaction of the conditions set forth in Section 1.3(b) hereof, the Company shall electronically transfer to the broker in the name of the Participant the amount of shares of Class B Common Stock issued pursuant to the exercise of the Stock Options.

(d)  Outstanding Stock Options.  The number of shares of Class B Common Stock subject to the Stock Options that is set forth on the Stock Option Certificate may not reflect the number of Outstanding Stock Options due to Stock Option exercises or adjustments pursuant to Article II.

ARTICLE II

EFFECT OF CERTAIN CORPORATE CHANGES

In the event of a merger, consolidation, stock split, reverse stock split, dividend, distribution, combination, reclassification, reorganization, split-up, spin-off or recapitalization that changes the character or amount of the Class B Common Stock or any other changes in the corporate structure, equity securities or capital structure of the Company, the Committee shall make such adjustments, if any, to the number of shares and kind of securities subject to the Stock Options, and the Exercise Price of the Stock Options, in each case, as it deems appropriate.  The Committee may, in its sole discretion, also make such other adjustments as it deems appropriate

in order to preserve the benefits or potential benefits intended to be made available hereunder. Such determinations by the Committee shall be conclusive and binding on all persons for all purposes.

ARTICLE III

DEFINITIONS

As used herein, the following terms shall have the following meanings:

(a)       “Board” shall mean the Board of Directors of the Company.

(b)       “Certificate” shall mean the Stock Option Certificate, together with the terms and conditions contained herein.

(c)       “Class B Common Stock” shall mean shares of Class B Common Stock, par value $0.001 per share, of the Company.

(d)       “Code” shall mean the U.S. Internal Revenue Code of l986, as amended, including any successor law thereto and the rules and regulations promulgated thereunder.

(e)       “Committee” shall mean the Compensation Committee of the Board (or such other Committee(s) as may be appointed or designated by the Board to administer the Plan).

(f)        “Date of Grant” shall be the date set forth on the Stock Option Certificate.

(g)       “Expiration Date” shall be the date set forth on the Stock Option Certificate and in Section 1.2(b) hereof.

(h)       “Exercise Price” shall be the amount set forth on the Stock Option Certificate, which amount shall be equal to the Fair Market Value of a share of Class B Common Stock on the Date of Grant.

(i)        “Fair Market Value” of a share of Class B Common Stock on a given date shall be the 4:00 p.m. (New York time) closing price on such date on the New York Stock Exchange or other principal stock exchange on which the Class B Common Stock is then listed, as reported by The Wall Street Journal (Northeast edition) or as reported by any other authoritative source selected by the Company.

(j)        “Outstanding Stock Option” shall mean a Stock Option granted to the Participant which has not yet been exercised and which has not yet expired or been terminated in accordance with its terms.

(k)       “Participant” shall mean the employee named on the Stock Option Certificate.

(l)        “Permanent Disability” shall have the same meaning as such term or a similar term has in the long-term disability policy maintained by the Company or a Subsidiary thereof for the

Participant and that is in effect on the date of the onset of the Participant’s Permanent Disability, unless the Committee determines otherwise.

(m)      “Retirement” shall, unless otherwise determined by the Committee, mean the termination (other than by reason of death or for a Termination for Cause) of a Participant’s employment with the Company and/or one of its Subsidiaries once the Participant is at least 55 years of age and has completed at least ten years of service (as determined pursuant to the Company’s applicable practices) with the Company and/or its Subsidiaries.

(n)       “Section 409A” shall mean Section 409A of the Code and the rules, regulations and guidance promulgated thereunder from time to time.

(o)       “Stock Option” shall mean the contractual right granted to the Participant to purchase shares of Class B Common Stock at such time and price, subject to such other Terms and Conditions.

(p)       “Stock Option Certificate” shall have the meaning set forth in Section 1.1 hereof.

(q)       “Subsidiary” shall mean a corporation or other entity with respect to which the Company owns or controls, directly or indirectly, more than 50% of the outstanding shares of stock normally entitled to vote for the election of directors (or comparable voting power), provided that the Committee may also designate any other corporation or other entity in which the Company, directly or indirectly, has an equity or similar interest corresponding to 50% or less of such voting power as a Subsidiary for purposes of the Plan.

(r)        “Termination for Cause” shall mean a termination of employment with the Company or any of its Subsidiaries by reason of (i) “cause,” as such term or a similar term is defined in any employment agreement that is in effect and applicable to the Participant, or (ii) if there is no such employment agreement in effect or if such employment agreement contains no such term, the Participant’s:  (A) commission of any dishonest or fraudulent act that has caused or may reasonably be expected to cause injury to the interest or business reputation of the Company or any of it Subsidiaries; (B) conduct constituting a felony, a financial crime, embezzlement or fraud, whether or not related to the Participant’s employment; (C) willful unauthorized disclosure of confidential information; (D) failure, neglect of or refusal to substantially perform the duties of the Participant’s employment; (E) commission or omission of any other act which is a material breach of the Company’s policies regarding employment practices or the applicable federal, state and local laws prohibiting discrimination or which is materially injurious to the financial condition or business reputation of the Company or any Subsidiary; (F) failure to comply with the written policies of the Company, including the Company’s Business Conduct Statement or successor conduct statement as they apply from time to time; (G) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, whether or not related to employment, after being instructed by the Company or the Participant’s employer to participate; (H) willful destruction or failure to preserve documents or other material known to be relevant to an investigation referred to in the preceding clause (G); or (I) willful inducement of others to engage in any of the conduct described in the preceding clauses (A) through (H).

(s)       “Terms and Conditions” shall mean the Certificate, together with the Plan.

ARTICLE IV

MISCELLANEOUS

Section 4.1  No Rights to Awards or Continued Employment.  Neither the Terms and Conditions nor any action taken in accordance with such documents shall confer upon the Participant any right to be employed by or to continue in the employment of the Company or any Subsidiary, nor to be entitled to any remuneration or benefits not set forth in the Terms and Conditions, including the right to receive any future awards under the Plan or any other plan of the Company or any Subsidiary or interfere with or limit the right of the Company or any Subsidiary to modify the terms of or terminate the Participant’s employment at any time for any reason.

Section 4.2  Restriction on Transfer.  The rights of the Participant with respect to the Stock Options shall be exercisable during the Participant’s lifetime only by the Participant and shall not be transferable by the Participant to whom the Stock Options are granted, except by will or the laws of descent and distribution; provided, that the Committee may permit other transferability, subject to any conditions and limitations that it may, in its sole discretion, impose.

Section 4.3  Taxes.  As a condition to the exercise of the Stock Options, the Participant shall make a payment in cash equal to the amount of any federal, state, local and/or other taxes owed as a result of such exercise.  In accordance with the rules and procedures established by the Committee for this purpose, the Participant may satisfy such withholding obligations through a “cashless exercise” procedure as described in Section 1.3(b).  In addition, if the Company so permits, the Participant may satisfy such withholding obligations through a net share settlement procedure or the withholding of shares subject to the applicable Stock Options.

Section 4.4   No Restriction on Right of Company to Effect Corporate Changes.  The Terms and Conditions shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Class B Common Stock or the rights thereof or which are convertible into or exchangeable for Class B Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Section 4.5  Stockholder Rights.  The grant of Stock Options under the Terms and Conditions shall not entitle the Participant or a Participant’s estate, any permitted transferee or beneficiary to any rights of a holder of shares of Class B Common Stock, prior to the time that the Participant, the Participant’s estate, any permitted transferee or beneficiary is registered on the books and records of the Company as a stockholder with respect to the shares of Class B

Common Stock underlying the Stock Options (or, where the shares are permitted to be held in “street” name by a broker designated by the Participant or the Participant’s estate, permitted transferee or beneficiary, until such broker has been so registered).

Section 4.6  Section 409A.  The intent of the Company is that payments and distributions under these Terms and Conditions comply with Section 409A and, accordingly, to the maximum extent permitted, these Terms and Conditions shall be interpreted to be in compliance therewith.  In no event shall the Company or any of its Subsidiaries be liable for any tax, interest or penalties that may be imposed on the Participant with respect to Section 409A.

Section 4.7  Interpretation.  In the event of any conflict between the provisions of the Certificate (including the definitions set forth herein) and those of the Plan, the provisions of the Plan will control.

Section 4.8  Breach of Covenants.  In the event that (i) the Participant is party to an employment agreement or other agreement with the Company or one of its Subsidiaries containing restrictive covenants relating to non-competition, no solicitation of employees, confidential information or proprietary property, and (ii) the Committee makes a good faith determination at any time that the Participant has committed a material breach of any of such restrictive covenants during the one year period after termination of the Participant’s employment with the Company or a Subsidiary (regardless of the circumstances of the Participant’s termination of employment), then (x) the Participant will be required to return to the Company any net proceeds received by him or her as a result of exercising vested Stock Options during the one year period prior to such breach; and (y) notwithstanding any provision of the Certificate or any other agreement between the Company and the Participant, vested stock options that had vested during the one year period prior to such breach will be canceled and under no circumstances will any unvested Stock Options vest following the Committee’s determination that Participant has committed a material breach.

Section 4.9  Governmental Regulations.  The Stock Options shall be subject to all applicable rules and regulations of governmental or other authorities.

Section 4.10  Headings.  The headings of articles and sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Terms and Conditions.

Section 4.11  Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Section 4.12  Severability.  The provisions of the Certificate are severable, and, if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions nevertheless shall be binding and enforceable.

Section 4.13  Governing Law.  The Terms and Conditions and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Delaware.  For purposes of litigating any dispute that arises under this Stock Option grant or these Terms and Conditions, the parties hereby submit and consent to the jurisdiction of the State of New York, agree that such litigation shall be conducted in the courts of New York, New York, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.

*****************

The Participant will be deemed to have agreed to these Terms and Conditions, unless he or she provides the Company with a written notice of rejection within 30 days of receipt of these Terms and Conditions.  Any such notice may be addressed to the Company at the following email address:  stockplanadministrator@cbs.com.

EX-10.(B)(II)

Exhibit 10(b)(ii)

CBS Corporation

Form of Restricted Share Units Certificate

(Performance-Based with Time-Vesting)

Granted under the [_________________] Plan

DATE OF GRANT:___________________

This certifies that CBS Corporation has granted to the employee named on the CBS Stock Plans webpage (the “Participant”) on the date indicated above (the “Date of Grant”), the target number of Restricted Share Units, corresponding to the Company’s Class B Common Stock, listed under the Restricted Shares and Units Award Listing tab of the CBS Stock Plans webpage (the “Target Award”), under the Company’s [_________________] Plan, as amended from time to time, all on the Terms and Conditions attached hereto.

Executive Vice President,

Human Resources and Administration

If there is a discrepancy between the CBS Stock Plans webpage and the official records maintained by the office of the Executive Vice President, Human Resources and Administration, the official records will prevail.

CBS Corporation

Form of Terms and Conditions to the Restricted Share Units Certificate

(Performance-Based with Time-Vesting)

Granted under the [_________________]Plan

ARTICLE I

TERMS OF PERFORMANCE-BASED RESTRICTED SHARE UNITS

Section 1.1  Grant of Restricted Share Units.  CBS Corporation, a Delaware corporation (the “Company”), has awarded the Participant Restricted Share Units (the “RSUs”) under the [_________________] Plan, as amended from time to time (the “Plan”).  The RSUs have been awarded to the Participant subject to the terms and conditions contained in (A) the certificate for the grant of RSUs attached hereto (the “Restricted Share Units Certificate”), (B) the terms and conditions contained herein (the Restricted Share Units Certificate and the terms and conditions herein, collectively, the “Certificate”) and (C) the Plan, the terms of which are hereby incorporated by reference (the items listed in (A), (B), and (C), collectively, the “Terms and Conditions”).  A copy of the Plan has been or will be made available to the Participant on-line at Morgan Stanley Smith Barney’s website.

Capitalized terms that are not otherwise defined herein have the meanings assigned to them in the Restricted Share Units Certificate or the Plan.

Section 1.2  Terms of RSUs.

(a)Determination of Number of RSUs Eligible for Vesting and Settlement.  The Committee shall establish a performance goal for the RSUs based on achievement of [_________________] (the “Performance Goal”), subject to adjustment pursuant to Section 2.1 or 2.2 hereof, for calendar year [_____] (the “Performance Period”).  As of the last day of the Performance Period, the Company’s degree of achievement (expressed as a percentage) of the Performance Goal will be used to calculate the number of RSUs eligible for vesting and settlement pursuant to Sections 1.2(b) and (c), determined in accordance with the following schedule:

(i)If the Company achieves less than 80% of the Performance Goal for the Performance Period, the RSUs will be forfeited;

(ii)If the Company achieves 80% of the Performance Goal for the Performance Period (“Minimum Threshold Performance”), the number of RSUs will be equal to 80% of the Target Award;

(iii)If the Company achieves 100% of the Performance Goal for the Performance Period, the number of RSUs will be equal to the Target Award; and

(iv)If the Company achieves 120% or more of the Performance Goal for the Performance Period, the number of RSUs will be equal to 120% of the Target Award.

For achievement at an intermediate point between 80% and 100% or between 100% and 120%, the number of RSUs eligible for vesting and settlement pursuant to Sections 1.2(b) and (c) will be interpolated on a straight-line basis between the respective numbers of RSUs at such percentages.  Fractional RSUs will be rounded to the next highest whole RSU.

(b)Vesting.  The number of RSUs determined pursuant to Section 1.2(a) shall vest in four equal installments on each of the first four anniversaries of the Date of Grant, subject to the Committee certifying that at least Minimum Threshold Performance has been achieved.  Any fractional RSUs resulting from the application of the foregoing vesting schedule will be aggregated and will vest on whichever of such vesting dates as shall be determined by the Company in accordance with its customary procedures.  Notwithstanding anything to the contrary in Section 1.2(e) below, unless the Committee determines that at least Minimum Threshold Performance has been achieved, the RSUs will not vest, and will be immediately cancelled in their entirety and the Participant’s rights with respect to such RSUs will cease.

(c)Settlement.  Within ten (10) business days after the date each installment of the RSUs vests, that installment of the vested RSUs shall be settled in shares of Class B Common Stock, which may be evidenced in such manner as the Committee in its discretion shall deem appropriate, including, without limitation, book-entry registration; provided, however, that the RSUs scheduled to vest on the first anniversary of the Date of Grant will be settled between January 1st and March 15th of the calendar year following the end of the Performance Period, unless the first anniversary of the Date of Grant occurs after such settlement period, in which case the RSUs will be settled not later than March 15th of the calendar year following the calendar year in which the first anniversary of the Date of Grant occurs; provided, further, that such shares shall bear such legends as the Committee, in its discretion, may determine to be necessary or advisable.  (The Company currently does not issue share certificates for the Class B Common Stock.)  The Company will settle vested RSUs by delivering the corresponding number of shares of Class B Common Stock (less any shares withheld to satisfy withholding tax obligations) to the Participant’s equity compensation account maintained with Morgan Stanley Smith Barney (or its successor as service provider to the Company’s equity compensation plans).  Following settlement, the Participant may direct Morgan Stanley Smith Barney (or its successor) to sell some or all of such shares, may leave such shares in such equity compensation account or may transfer them to an account that the Participant maintains with a bank or broker by following the instructions made available to the Participant by the Company.

(d)Dividend Equivalents.  Dividend Equivalents shall accrue on the RSUs until the RSUs are vested and settled.  Dividend Equivalents will be subject to the same vesting and forfeiture conditions as the underlying RSUs on which the Dividend Equivalents were accrued.  The Company shall maintain a bookkeeping account on behalf of the Participant to record the amount of the Dividend Equivalents credited in respect of the Participant’s RSUs and shall periodically credit the accrual of Dividend Equivalents to the Participant’s account at such time and in such manner as determined by the Committee, in its discretion.  Accrued Dividend Equivalents that have been credited to the Participant’s account shall be paid in cash through

payroll (reduced by amounts necessary to satisfy withholding tax obligations) in a lump sum as soon as practicable after the date the RSUs on which the Dividend Equivalents accrued are settled, but in no event later than the sixtieth (60th) day after such date; provided, however, that Dividend Equivalents shall be accrued and paid only with respect to the Target Award, unless actual performance results in vesting and settlement of a lesser number of RSUs than the Target Award, in which case Dividend Equivalents shall be paid only with respect to such lesser number of RSUs; provided, further, that if RSUs are scheduled to vest and be settled between a dividend record date and a dividend payment date, the Dividend Equivalents payable with respect to the RSUs on account of such dividend will be paid in a lump sum on the dividend payment date, but in no event later than March 15th of the calendar year following the calendar year in which the RSUs vest.  Accrued Dividend Equivalents that have been credited to the Participant’s account will not be paid with respect to any RSUs that do not vest and are cancelled.  Dividend Equivalents will not be credited with any interest or other return between the date they accrue and the date they are paid to the Participant.

(e)Termination of Employment.

(i)If, at the time of his or her termination of employment, the Participant is a party to an employment agreement with the Company or one of its Subsidiaries that contains provisions different from those set forth in Section 1.2(e)(ii) below, then such different provisions will control so long as they are in effect and applicable to the Participant at the time of his or her termination of employment.  In the event that any such provision would cause the RSUs to be subject to the requirements of Section 409A, the settlement of the RSUs shall also comply with Section 4.5 hereof.

(ii)Otherwise, in the event that the Participant’s employment with the Company and its Subsidiaries ends for any reason before the RSUs have vested in accordance with Section 1.2(b) hereof, unless the Committee determines otherwise, the Participant shall forfeit all unvested RSUs (and all unvested Dividend Equivalents accrued thereon) as of the date of such termination of employment.  A “termination of employment” occurs, for purposes of the RSUs, when a Participant is no longer an employee of the Company or any of its Subsidiaries for any reason, including, without limitation, a reduction in force, a sale or divestiture or shut-down of the business for which the Participant works, the

Participant’s voluntary resignation, the Participant’s termination with or without cause or the Participant’s retirement, death or permanent disability.  Also, unless the Committee determines otherwise, the employment of a Participant who works for a Subsidiary shall terminate, for purposes of the RSUs, on the date on which the Participant’s employing company ceases to be a Subsidiary.

ARTICLE II

ADJUSTMENT OF AWARDS

Section 2.1 Effect of Certain Corporate Changes.  In the event of a merger, consolidation, stock split, reverse stock split, dividend, distribution, combination, reclassification, reorganization, split-up, spin-off or recapitalization that changes the character or amount of the Class B Common Stock or any other changes in the corporate structure, equity securities or capital structure of the Company, the Committee shall make such adjustments, if any, to the number and kind of securities subject to the RSUs, as it deems appropriate. The Committee may, in its discretion, also make such other adjustments as it deems appropriate in order to preserve the benefits or potential benefits intended to be made available hereunder. Such determinations by the Committee shall be conclusive and binding on all persons for all purposes.

Section 2.2  Adjustment of Performance Goal.  The Committee may adjust or modify the calculation of the Performance Goal, as it determines in its discretion to be appropriate, in accordance with Section [___] of the Plan; provided, however, that to the extent compliance with the requirements of the Section 162(m) Exception is required in order to ensure the deductibility of the RSUs, the Committee shall make such adjustments as are authorized by the Committee at the time the Performance Goal is established by the Committee for the Performance Period.  Adjustments made by the Committee shall be conclusive and binding on all persons for all purposes.

ARTICLE III

DEFINITIONS

As used herein, the following terms shall have the following meanings:

(a)“Board” shall mean the Board of Directors of the Company.

(b)“Certificate” shall mean the Restricted Share Units Certificate, together with the terms and conditions contained herein.

(c)“Class B Common Stock” shall mean shares of Class B Common Stock, par value $0.001 per share, of the Company.

(d)“Code” shall mean the U.S. Internal Revenue Code of l986, as amended, including any successor law thereto and the rules and regulations promulgated thereunder.

(e)“Committee” shall mean the Compensation Committee of the Board (or such other Committee(s) as may be appointed or designated by the Board to administer the Plan).

(f)“Date of Grant” shall be the date set forth on the Restricted Share Units Certificate.

(g)“Dividend Equivalent” shall mean an amount in cash equal to the regular cash dividend that would have been paid on the number of shares of Class B Common Stock underlying the RSUs.

(h)“Fair Market Value” of a share of Class B Common Stock on a given date shall be the 4:00 p.m. (New York time) closing price on such date on the New York Stock Exchange or other principal stock exchange on which the Class B Common Stock is then listed, as reported by The Wall Street Journal (Northeast edition) or as reported by any other authoritative source selected by the Company.

(i) “Participant” shall mean the employee named on the Restricted Share Units Certificate.

(j) “Restricted Share Units Certificate” shall have the meaning set forth in Section 1.1 hereof.

(k)“Section 409A” shall mean Section 409A of the Code and the rules, regulations and guidance promulgated thereunder from time to time.

(l)“Subsidiary” shall mean a corporation or other entity with respect to which the Company owns or controls, directly or indirectly, more than 50% of the outstanding shares of stock normally entitled to vote for the election of directors (or comparable voting power), provided that the Committee may also designate any other corporation or other entity in which the Company, directly or indirectly, has an equity or similar interest corresponding to 50% or less of such voting power as a Subsidiary for purposes of the Plan.

(m) “Target Award” shall mean the target number of RSUs reflected in the Restricted Share Units Certificate.

(n)“Terms and Conditions” shall mean the Certificate, together with the Plan.

ARTICLE IV

MISCELLANEOUS

Section 4.1   No Rights to Grants or Continued Employment.  Neither the Terms and Conditions nor any action taken in accordance with such documents shall confer upon the Participant any right to be employed by or to continue in the employment of the Company or any Subsidiary, or to receive any future awards under the Plan or any other plan of the Company or any Subsidiary or interfere with or limit the right of the Company or any Subsidiary to modify the terms of or terminate the Participant’s employment at any time for any reason.

Section 4.2  Taxes.  The Company or a Subsidiary, as appropriate, shall be entitled to withhold from any RSUs that vest, and from any payment (including payment of accrued dividends) made with respect to the RSUs or otherwise under the Plan to the Participant or a Participant’s estate or any permitted transferee, an amount sufficient to satisfy any U.S. federal, state, local and/or other tax withholding requirements. The Company expects that, in order to satisfy such requirements, it will (i) in connection with the vesting of any RSUs, retain a portion of such shares, and (ii) in connection with the payment any accrued cash dividends, retain a portion of the cash amount that would otherwise be paid. As a condition to receiving this grant of RSUs, the Participant has agreed to the foregoing actions to satisfy such tax withholding requirements. Notwithstanding the foregoing, the Company may, in its discretion and subject to such conditions as it may determine, require or permit the Participant to satisfy such tax withholding requirements through some other means (including without limitation by payment of a cash amount equal to the amount of such tax withholding requirements or by delivery of Class B Common Stock already owned by the Participant having a Fair Market Value equal to the amount of such tax withholding requirements).

Section 4.3  Stockholder Rights; Unsecured Creditor Status.  The grant of RSUs shall not entitle the Participant or a Participant’s estate, any permitted transferee or beneficiary to any rights of a holder of shares of Class B Common Stock, prior to the time that the Participant, the Participant’s estate, any permitted transferee or beneficiary is registered on the books and records of the Company as a stockholder with respect to the shares of Class B Common Stock underlying the RSUs (or, where the shares are permitted to be held in “street” name by a broker designated by the Participant or the Participant’s estate, permitted transferee or beneficiary, until such broker has been so registered).  Except as set forth above under Section 1.2(d) and unless otherwise determined by the Committee in its discretion, no adjustment shall be made for dividends or distributions or other rights in respect of any shares of Class B Common Stock for which the record date is prior to the date on which the Participant, a Participant’s estate, any permitted transferee or beneficiary (or broker for any of the following, if applicable) shall become the registered or beneficial holder of such shares of Class B Common Stock.  RSUs constitute unsecured and unfunded obligations of the Company.  As a holder of RSUs, the Participant shall have only the rights of a general unsecured creditor of the Company.

Section 4.4  No Restriction on Right of Company to Effect Corporate Changes.  The Terms and Conditions shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Class B Common Stock or the rights thereof or which are convertible into or exchangeable for Class B Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Section 4.5  Section 409A.  The intent of the Company is that payments and distributions under these Terms and Conditions comply with Section 409A and, accordingly, to the maximum extent permitted, these Terms and Conditions shall be interpreted to be in compliance therewith. Notwithstanding anything herein to the contrary, if the Participant is deemed on the date of his or her “separation from service” (as determined by the Company pursuant to Section 409A) to be one of the Company’s “specified employees” (as determined by the Company pursuant to Section 409A), then any portion of any of the Participant’s RSUs that constitutes deferred compensation within the meaning of Section 409A and is payable or distributable upon the Participant’s separation from service shall not be made or provided prior to the earlier of (i) the six-month anniversary of the date of the Participant’s separation from service or (ii) the date of Participant’s death (the “Delay Period”).  All payments and distributions delayed pursuant to this Section 4.5 shall be paid or distributed to the Participant within 30 days following the end of the Delay Period, subject to applicable withholding, and any remaining payments and distributions due thereafter under these Terms and Conditions shall be paid or distributed in accordance with the dates specified for them herein.  In no event shall the Company or any of its Subsidiaries be liable for any tax, interest or penalties that may be imposed on the Participant with respect to Section 409A.

Section 4.6  Interpretation.  In the event of any conflict between the provisions of the Certificate (including the definitions set forth herein) and those of the Plan, the provisions of the Plan will control.

Section 4.7  Breach of Covenants.  In the event that (i) the Participant is party to an employment agreement or other agreement with the Company or one of its Subsidiaries containing restrictive covenants relating to non-competition, no solicitation of employees, confidential information or proprietary property, and (ii) the Committee makes a good faith determination at any time that the Participant has committed a material breach of any of such restrictive covenants during the one year period after termination of the Participant’s employment with the Company or a Subsidiary (regardless of the circumstances of the Participant’s termination of employment), then (x) the Participant will be required to return to the Company all shares of Class B Common Stock received by him or her as a result of the vesting of the RSUs during the one year period prior to such breach and the cash payment of related accrued dividends; provided, however, to the extent that any such shares of Class B Common Stock were sold by the Participant, the Participant shall remit to the Company any proceeds realized on the sale of such shares of Class B Common Stock, whether such sale occurred during the one year period prior to such breach or any time after such breach occurs, and (y) notwithstanding any provision of the Certificate or any other agreement between the Company and the Participant, including any agreement referenced in Section 1.2(e) hereof, under no circumstances will any unvested RSUs vest following the Committee’s determination that Participant has committed a material breach.

Section 4.8  Governmental Regulations.  The RSUs shall be subject to all applicable rules and regulations of governmental or other authorities.

Section 4.9 Headings.  The headings of articles and sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Terms and Conditions.

Section 4.10  Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Section 4.11  Severability.  The provisions of the Certificate are severable, and, if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions nevertheless shall be binding and enforceable.

Section 4.12  Governing Law.  The Terms and Conditions and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Delaware.  For purposes of litigating any dispute that arises under this RSU grant or these Terms and Conditions, the parties hereby submit and consent to the jurisdiction of the State of New York, agree that such litigation shall be conducted in the courts of New York, New York, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.

*****************

The Participant will be deemed to have agreed to these Terms and Conditions, unless he or she provides the Company with a written notice of rejection within 30 days of receipt of these Terms and Conditions.  Any such notice may be addressed to the Company at the following email address:  stockplanadministrator@cbs.com.

EX-10.(B)(III)

Exhibit 10(b)(iii)

CBS Corporation

Form of Restricted Share Units Certificate

(With Time-Vesting)

Granted under the [_________________] Plan

DATE OF GRANT:_________________

This certifies that CBS Corporation has granted to the employee named on the CBS Stock Plans webpage (the “Participant”) on the date indicated above (the “Date of Grant”), the number of Restricted Share Units, corresponding to the Company’s Class B Common Stock, listed under the Restricted Shares and Units Award Listing tab of the CBS Stock Plans webpage, under the Company’s [_________________] Plan, as amended from time to time, all on the Terms and Conditions attached hereto.

Executive Vice President,

Human Resources and Administration

If there is a discrepancy between the CBS Stock Plans webpage and the official records maintained by the office of the Executive Vice President, Human Resources and Administration, the official records will prevail.

CBS Corporation

Form of Terms and Conditions to the Restricted Share Units Certificate

(With Time-Vesting)

Granted under the [_________________] Plan

ARTICLE I

TERMS OF RESTRICTED SHARE UNITS

Section 1.1  Grant of Restricted Share Units.  CBS Corporation, a Delaware corporation (the “Company”), has awarded the Participant Restricted Share Units (the “RSUs”) under the [_________________] Plan, as amended from time to time (the “Plan”).  The RSUs have been awarded to the Participant subject to the terms and conditions contained in (A) the certificate for the grant of RSUs attached hereto (the “Restricted Share Units Certificate”), (B) the terms and conditions contained herein (the Restricted Share Units Certificate and the terms and conditions, collectively, the “Certificate”) and (C) the Plan, the terms of which are hereby incorporated by reference (the items listed in (A), (B), and (C), collectively, the “Terms and Conditions”).  A copy of the Plan has been or will be made available to the Participant on-line at Morgan Stanley Smith Barney’s website.

Capitalized terms that are not otherwise defined herein have the meanings assigned to them in the Restricted Share Units Certificate or the Plan.

Section 1.2  Terms of RSUs.

(a)  General and Vesting.  The RSUs shall vest in [three][four] equal installments on each of the first [three][four] anniversaries of the Date of Grant, except that any fractional RSUs resulting from this vesting schedule will be aggregated and will vest on whichever of such vesting dates as shall be determined by the Company in accordance with its customary procedures.  In accordance with and subject to Section 1.2(d) below, in the event of the Participant’s termination of employment for any reason, any unvested RSUs shall be forfeited to the Company.

(b)  Settlement.  Within ten (10) business days after the date each installment of the RSUs vests, that installment of the vested RSUs shall be settled in shares of Class B Common Stock, which may be evidenced in such manner as the Committee in its discretion shall deem appropriate, including, without limitation, book-entry registration; provided, however, that such shares shall bear such legends as the Committee, in its discretion, may determine to be necessary or advisable. (The Company currently does not issue share certificates for the Class B Common Stock.)  The Company will settle vested RSUs by delivering the corresponding number of shares of Class B Common Stock (less any shares withheld to satisfy withholding tax obligations) to the Participant’s equity compensation account maintained with Morgan Stanley Smith Barney (or its successor as service provider to the Company’s equity compensation plans). Following

settlement, the Participant may direct Morgan Stanley Smith Barney (or its successor) to sell some or all of such shares, may leave such shares in such equity compensation account or may transfer them to an account that the Participant maintains with a bank or broker by following the instructions made available to the Participant by the Company.

(c)      Dividend Equivalents.  Dividend Equivalents shall accrue on the RSUs until the RSUs are vested and settled.  Dividend Equivalents will be subject to the same vesting and forfeiture conditions as the underlying RSUs on which the Dividend Equivalents were accrued.  The Company shall maintain a bookkeeping account on behalf of the Participant to record the amount of the Dividend Equivalents credited in respect of the Participant’s RSUs and shall periodically credit the accrual of Dividend Equivalents to the Participant’s account at such time and in such manner as determined by the Committee, in its discretion.  Accrued Dividend Equivalents that have been credited to the Participant’s account shall be paid in cash through payroll (reduced by amounts necessary to satisfy withholding tax obligations) in a lump sum as soon as practicable after the date the RSUs on which the Dividend Equivalents accrued are settled, but in no event later than the sixtieth (60th) day after such date; provided, however, that if RSUs are scheduled to vest and be settled between a dividend record date and a dividend payment date, the Dividend Equivalents payable with respect to the RSUs on account of such dividend will be paid in a lump sum on the dividend payment date, but in no event later than March 15th of the calendar year following the calendar year in which the RSUs vest.  Accrued Dividend Equivalents that have been credited to the Participant’s account will not be paid with respect to any RSUs that do not vest and are cancelled.  Dividend Equivalents will not be credited with any interest or other return between the date they accrue and the date they are paid to the Participant.

(d)Termination of Employment.

(i)If, at the time of his or her termination of employment, the Participant is a party to an employment agreement with the Company or one of its Subsidiaries that contains provisions different from those set forth in Section 1.2(d)(ii) below, then such different provisions will control so long as they are in effect and applicable to the Participant at the time of his or her termination of employment.  In the event that any such provision would cause the RSUs to be subject to the requirements of Section 409A, the settlement of the RSUs shall also comply with Section 4.5 hereof.

(ii)Otherwise, in the event that the Participant’s employment with the Company and its Subsidiaries ends for any reason before the RSUs have vested in accordance with Section 1.2(a) hereof, unless the Committee determines otherwise, the Participant shall forfeit all unvested RSUs (and all unvested Dividend Equivalents accrued thereon) as of the date of such termination of employment.  A “termination of employment” occurs, for purposes of the RSUs, when a Participant is no longer an employee of the Company or any of its Subsidiaries for any reason, including, without limitation, a reduction in force, a sale or divestiture or shut-down of the business for which the Participant works, the Participant’s voluntary resignation, the Participant’s termination with or without cause or the Participant’s retirement, death or permanent disability.  Also, unless the Committee determines otherwise, the employment of a Participant who works for a Subsidiary shall terminate, for purposes of the RSUs, on the date on which the Participant’s employing company ceases to be a Subsidiary.

ARTICLE II

EFFECT OF CERTAIN CORPORATE CHANGES

In the event of a merger, consolidation, stock split, reverse stock split, dividend, distribution, combination, reclassification, reorganization, split-up, spin-off or recapitalization that changes the character or amount of the Class B Common Stock or any other changes in the corporate structure, equity securities or capital structure of the Company, the Committee shall make such adjustments, if any, to the number and kind of securities subject to the RSUs, as it deems appropriate. The Committee may, in its discretion, also make such other adjustments as it deems appropriate in order to preserve the benefits or potential benefits intended to be made available hereunder. Such determinations by the Committee shall be conclusive and binding on all persons for all purposes.

ARTICLE III

DEFINITIONS

As used herein, the following terms shall have the following meanings:

(a)     “Board” shall mean the Board of Directors of the Company.

(b)     “Certificate” shall mean the Restricted Share Units Certificate, together with the terms and conditions contained herein.

(c)     “Class B Common Stock” shall mean shares of Class B Common Stock, par value $0.001 per share, of the Company.

(d)     “Code” shall mean the U.S. Internal Revenue Code of l986, as amended, including any successor law thereto and the rules and regulations promulgated thereunder.

(e)     “Committee” shall mean the Compensation Committee of the Board (or such other Committee(s) as may be appointed or designated by the Board to administer the Plan).

(f)       “Date of Grant” shall be the date set forth on the Restricted Share Units Certificate.

(g)     “Dividend Equivalent” shall mean an amount in cash equal to the regular cash dividend that would have been paid on the number of shares of Class B Common Stock underlying the RSUs.

(h)     “Fair Market Value” of a share of Class B Common Stock on a given date shall be the 4:00 p.m. (New York time) closing price on such date on the New York Stock Exchange or other principal stock exchange on which the Class B Common Stock is then listed, as reported by The Wall Street Journal (Northeast edition) or as reported by any other authoritative source selected by the Company.

(i)      “Participant” shall mean the employee named on the Restricted Share Units Certificate.

(j)      “Restricted Share Units Certificate” shall have the meaning set forth in Section 1.1 hereof.

(k)     “Section 409A” shall mean Section 409A of the Code and the rules, regulations and guidance promulgated thereunder from time to time.

(l)      “Subsidiary” shall mean a corporation or other entity with respect to which the Company owns or controls, directly or indirectly, more than 50% of the outstanding shares of stock normally entitled to vote for the election of directors (or comparable voting power), provided that the Committee may also designate any other corporation or other entity in which the Company, directly or indirectly, has an equity or similar interest corresponding to 50% or less of such voting power as a Subsidiary for purposes of the Plan.

(m)    “Terms and Conditions” shall mean the Certificate, together with the Plan.

ARTICLE IV

MISCELLANEOUS

Section 4.1   No Rights to Grants or Continued Employment.  Neither the Terms and Conditions nor any action taken in accordance with such documents shall confer upon the Participant any right to be employed by or to continue in the employment of the Company or any Subsidiary, or to receive any future awards under the Plan or any other plan of the Company or any Subsidiary or interfere with or limit the right of the Company or any Subsidiary to modify the terms of or terminate the Participant’s employment at any time for any reason.

Section 4.2  Taxes.  The Company or a Subsidiary, as appropriate, shall be entitled to withhold from any RSUs that vest, and from any payment (including payment of accrued dividends) made with respect to the RSUs or otherwise under the Plan to the Participant or a Participant’s estate or any permitted transferee, an amount sufficient to satisfy any U.S. federal, state, local and/or other tax withholding requirements. The Company expects that, in order to satisfy such requirements, it will (i) in connection with the vesting of any RSUs, retain a portion of such shares, and (ii) in connection with the payment any accrued cash dividends, retain a portion of the cash amount that would otherwise be paid. As a condition to receiving this grant of RSUs, the Participant has agreed to the foregoing actions to satisfy such tax withholding requirements. Notwithstanding the foregoing, the Company may, in its discretion and subject to such conditions as it may determine, require or permit the Participant to satisfy such tax withholding requirements through some other means (including without limitation by payment of a cash amount equal to the amount of such tax withholding requirements or by delivery of Class B Common Stock already owned by the Participant having a Fair Market Value equal to the amount of such tax withholding requirements).

Section 4.3  Stockholder Rights; Unsecured Creditor Status.  The grant of RSUs shall not entitle the Participant or a Participant’s estate, any permitted transferee or beneficiary to any rights of a holder of shares of Class B Common Stock, prior to the time that the Participant, the Participant’s estate, any permitted transferee or beneficiary is registered on the books and records

of the Company as a stockholder with respect to the shares of Class B Common Stock underlying the RSUs (or, where the shares are permitted to be held in “street” name by a broker designated by the Participant or the Participant’s estate, permitted transferee or beneficiary, until such broker has been so registered).  Except as set forth above under Section 1.2(c) and unless otherwise determined by the Committee in its discretion, no adjustment shall be made for dividends or distributions or other rights in respect of any shares of Class B Common Stock for which the record date is prior to the date on which the Participant, a Participant’s estate, any permitted transferee or beneficiary (or broker for any of the following, if applicable) shall become the registered or beneficial holder of such shares of Class B Common Stock.  RSUs constitute unsecured and unfunded obligations of the Company.  As a holder of RSUs, the Participant shall have only the rights of a general unsecured creditor of the Company.

Section 4.4  No Restriction on Right of Company to Effect Corporate Changes.  The Terms and Conditions shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Class B Common Stock or the rights thereof or which are convertible into or exchangeable for Class B Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Section 4.5  Section 409A.  The intent of the Company is that payments and distributions under these Terms and Conditions comply with Section 409A and, accordingly, to the maximum extent permitted, these Terms and Conditions shall be interpreted to be in compliance therewith. Notwithstanding anything herein to the contrary, if the Participant is deemed on the date of his or her “separation from service” (as determined by the Company pursuant to Section 409A) to be one of the Company’s “specified employees” (as determined by the Company pursuant to Section 409A), then any portion of any of the Participant’s RSUs that constitutes deferred compensation within the meaning of Section 409A and is payable or distributable upon the Participant’s separation from service shall not be made or provided prior to the earlier of (i) the six-month anniversary of the date of the Participant’s separation from service or (ii) the date of Participant’s death (the “Delay Period”).  All payments and distributions delayed pursuant to this Section 4.5 shall be paid or distributed to the Participant within 30 days following the end of the Delay Period, subject to applicable withholding, and any remaining payments and distributions due thereafter under these Terms and Conditions shall be paid or distributed in accordance with the dates specified for them herein.  In no event shall the Company or any of its Subsidiaries be liable for any tax, interest or penalties that may be imposed on the Participant with respect to Section 409A.

Section 4.6  Interpretation.  In the event of any conflict between the provisions of the Certificate (including the definitions set forth herein) and those of the Plan, the provisions of the Plan will control.

Section 4.7  Breach of Covenants.  In the event that (i) the Participant is party to an employment agreement or other agreement with the Company or one of its Subsidiaries containing restrictive covenants relating to non-competition, no solicitation of employees, confidential information or proprietary property, and (ii) the Committee makes a good faith determination at any time that the Participant has committed a material breach of any of such restrictive covenants during the one year period after termination of the Participant’s employment with the Company or a Subsidiary (regardless of the circumstances of the Participant’s termination of employment), then (x) the Participant will be required to return to the Company all shares of Class B Common Stock received by him or her as a result of the vesting of the RSUs during the one year period prior to such breach and the cash payment of related accrued dividends; provided, however, to the extent that any such shares of Class B Common Stock were sold by the Participant, the Participant shall remit to the Company any proceeds realized on the sale of such shares of Class B Common Stock, whether such sale occurred during the one year period prior to such breach or any time after such breach occurs, and (y) notwithstanding any provision of the Certificate or any other agreement between the Company and the Participant, including any agreement referenced in Section 1.2(d) hereof, under no circumstances will any unvested RSUs vest following the Committee’s determination that Participant has committed a material breach.

Section 4.8  Governmental Regulations.  The RSUs shall be subject to all applicable rules and regulations of governmental or other authorities.

Section 4.9  Headings.  The headings of articles and sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Terms and Conditions.

Section 4.10  Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Section 4.11  Severability.  The provisions of the Certificate are severable, and, if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions nevertheless shall be binding and enforceable.

Section 4.12  Governing Law.  The Terms and Conditions and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Delaware.  For purposes of litigating any dispute that arises under this RSU grant or these Terms and Conditions, the parties hereby submit and consent to the jurisdiction of the State of New York, agree that such litigation shall be conducted in the courts of New York, New York, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.

*****************

The Participant will be deemed to have agreed to these Terms and Conditions, unless he or she provides the Company with a written notice of rejection within 30 days of receipt of these Terms and Conditions.  Any such notice may be addressed to the Company at the following email address:  stockplanadministrator@cbs.com.

EX-12

Exhibit 12

CBS CORPORATION AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Tabular dollars in millions, except ratios)

	Six Months Ended				Twelve Months Ended
	June 30,				December 31,
	2011		2010		2010		2009		2008			2007		2006
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies	$	968	$	254	$	1,222	$	443	$	(12,575	)	$	2,133	$	2,133
Add:
Distributions from investee companies	2		—		—		2		6			8		9
Interest expense, net of capitalized interest	220		272		529		542		547			571		565
1/3 of rental expense	95		97		198		206		216			193		161
Total Earnings (loss)	$	1,285	$	623	$	1,949	$	1,193	$	(11,806	)	$	2,905	$	2,868
Fixed charges:
Interest expense, net of capitalized interest	$	220	$	272	$	529	$	542	$	547		$	571	$	565
1/3 of rental expense	95		97		198		206		216			193		161
Total fixed charges	$	315	$	369	$	727	$	748	$	763		$	764	$	726
Ratio of earnings to fixed charges	4x		2x		3x		2x		Note a			4x		4x

Note:

(a) Earnings are inadequate to cover fixed charges by $12.57 billion due to the non-cash impairment charges of $14.18 billion.

EX-31.(A)

Exhibit 31(a)

CERTIFICATION

I, Leslie Moonves, certify that:

1.I have reviewed this quarterly report on Form 10-Q of CBS Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 2, 2011
	/s/ Leslie Moonves
	Leslie Moonves
	President and Chief Executive Officer

EX-31.(B)

Exhibit  31(b)

CERTIFICATION

I, Joseph R. Ianniello, certify that:

1.I have reviewed this quarterly report on Form 10-Q of CBS Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 2, 2011
	/s/ Joseph R. Ianniello
	Executive Vice President and
	Chief Financial Officer

EX-32.(A)

Exhibit 32(a)

Certification Pursuant to 18 U.S.C.  Section 1350,

as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of CBS Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2011 as filed with the Securities and Exchange Commission (the “Report”), I, Leslie Moonves, President and Chief Executive Officer of the Company, certify that to my knowledge:

1.the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Leslie Moonves

Leslie Moonves

August 2, 2011

EX-32.(B)

Exhibit 32(b)

Certification Pursuant to 18 U.S.C.  Section 1350,

as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of CBS Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2011 as filed with the Securities and Exchange Commission (the “Report”), I, Joseph R. Ianniello, Chief Financial Officer of the Company, certify that to my knowledge:

1.the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joseph R. Ianniello

Joseph R. Ianniello

August 2, 2011

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Consolidated Balance Sheets (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Current Assets:
Cash and cash equivalents	$ 1,346	$ 480
Receivables, less allowances of $139 (2011) and $131 (2010)	3,024	3,248
Programming and other inventory (Note 4)	360	725
Deferred income tax assets, net	304	303
Prepaid income taxes	56	45
Prepaid expenses and other current assets	599	529
Current assets of discontinued operations	6	5
Total current assets	5,695	5,335
Property and equipment:
Land	330	329
Buildings	713	709
Capital leases	197	197
Advertising structures	2,136	2,073
Equipment and other	1,771	1,797
Property and equipment, gross	5,147	5,105
Less accumulated depreciation and amortization	2,552	2,411
Net property and equipment	2,595	2,694
Programming and other inventory (Note 4)	1,224	1,425
Goodwill	8,622	8,524
Intangible assets (Note 3)	6,577	6,624
Other assets	1,444	1,469
Assets of discontinued operations	72	72
Total Assets	26,229	26,143
Current Liabilities:
Accounts payable	372	439
Accrued compensation	291	408
Participants' share and royalties payable	1,018	943
Program rights	572	601
Deferred revenue	307	292
Current portion of long-term debt (Note 6)	31	27
Accrued expenses and other current liabilities	1,322	1,299
Current liabilities of discontinued operations	18	17
Total current liabilities	3,931	4,026
Long-term debt (Note 6)	5,964	5,973
Pension and postretirement benefit obligations	1,969	1,986
Deferred income tax liabilities, net	851	715
Other liabilities	3,367	3,420
Liabilities of discontinued operations	199	202
Commitments and contingencies (Note 10)	0	0
Stockholders' Equity:
Common Stock	1	1
Additional paid-in capital	43,436	43,443
Accumulated deficit	(29,051)	(29,648)
Accumulated other comprehensive loss (Note 1)	(252)	(286)
Stockholders' equity including treasury stock	14,134	13,510
Less treasury stock, at cost; 142 (2011) and 120 (2010) Class B Shares	4,186	3,689
Total Stockholders' Equity	9,948	9,821
Total Liabilities and Stockholders' Equity	26,229	26,143
Class A Common Stock
Stockholders' Equity:
Common Stock	0	0
Class B Common Stock
Stockholders' Equity:
Common Stock	$ 1	$ 1

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Per Share data	Jun. 30, 2011	Dec. 31, 2010
Balance Sheet Parentheticals [Abstract]
Receivables, allowances (in dollars)	$ 139	$ 131
Treasury Stock, at cost, Class B Shares	142	120
Class A Common Stock
Class Of Stock [Line Items]
Common Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common Stock, shares authorized	375	375
Common Stock, shares issued	43	44
Class B Common Stock
Class Of Stock [Line Items]
Common Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common Stock, shares authorized	5,000	5,000
Common Stock, shares issued	767	757

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Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2011

Intangible Assets Tables [Abstract]

Schedule Of Intangible Assets By Major Class [Table Text Block]

				Accumulated
At June 30, 2011			Gross	Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements		$	908	$	(596)	$	312
Franchise agreements			493		(286)		207
Other intangible assets			385		(234)		151
	Total intangible assets subject to amortization		1,786		(1,116)		670
FCC licenses			5,738		—		5,738
Trade names			169		—		169
	Total intangible assets	$	7,693	$	(1,116)	$	6,577
				Accumulated
At December 31, 2010			Gross	Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements		$	895	$	(562)	$	333
Franchise agreements			491		(272)		219
Other intangible assets			375		(210)		165
	Total intangible assets subject to amortization		1,761		(1,044)		717
FCC licenses			5,738		—		5,738
Trade names			169		—		169
	Total intangible assets	$	7,668	$	(1,044)	$	6,624

Schedule of Expected Amortization Expense [Table Text Block]

		2011		2012		2013		2014		2015
Amortization expense	$	122	$	99	$	87	$	79	$	69

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Document and Entity Information (USD $)	6 Months Ended
	Jun. 30, 2011	Jul. 29, 2011 Class A Common Stock	Jun. 30, 2010 Class A Common Stock	Jul. 29, 2011 Class B Common Stock	Jun. 30, 2010 Class B Common Stock
Entity Registrant Name	CBS Corporation
Entity Central Index Key	0000813828
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 134,365,767		$ 8,093,836,269
Entity Common Stock, Shares Outstanding		43,444,915		626,439,222
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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Bank Financing and Debt (Tables)

6 Months Ended

Jun. 30, 2011

Bank Financing And Debt Tables [Abstract]

Schedule of Debt [Table Text Block]

		At		At
		June 30, 2011		December 31, 2010
Senior debt (4.30% – 8.875% due 2012 – 2056)(a)		$	5,927	$	5,929
Other notes			4		2
Obligations under capital leases			85		90
Total debt			6,016		6,021
	Less discontinued operations debt(b)		21		21
Total debt from continuing operations			5,995		6,000
	Less current portion		31		27
Total long-term debt from continuing operations,
	net of current portion	$	5,964	$	5,973

(a) At June 30, 2011 and December 31, 2010, the senior debt balances included (i) a net unamortized premium of $2 million and $1 million, respectively, and (ii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $79 million and $83 million, respectively. The face value of the Company's senior debt was $5.85 billion at both June 30, 2011 and December 31, 2010.

(b) Included in “Liabilities of discontinued operations” on the Consolidated Balance Sheets.

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Pension and Other Postretirement Benefits

6 Months Ended

Jun. 30, 2011

Pension And Other Postretirement Benefits Disclosure [Abstract]

Pension and Other Postretirement Benefits

7) PENSION AND OTHER POSTRETIREMENT BENEFITS

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

		Pension Benefits				Postretirement Benefits
Three Months Ended June 30,			2011		2010		2011		2010
Components of net periodic cost:
	Service cost	$	9	$	8	$	—	$	—
	Interest cost		62		67		9		10
	Expected return on plan assets		(60)		(57)		—		—
	Amortization of actuarial losses (gains)		16		18		(3)		(2)
Net periodic cost		$	27	$	36	$	6	$	8
		Pension Benefits				Postretirement Benefits
Six Months Ended June 30,			2011		2010		2011		2010
Components of net periodic cost:
	Service cost	$	18	$	16	$	—	$	—
	Interest cost		124		134		18		21
	Expected return on plan assets		(119)		(114)		—		—
	Amortization of actuarial losses (gains)		32		36		(5)		(5)
Net periodic cost		$	55	$	72	$	13	$	16

During July 2011, the Company made a pension contribution of $200 million principally to pre-fund its qualified plans.

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Pension and other Postretirement Benefits (Tables)

6 Months Ended

Jun. 30, 2011

Pension and Other Postretirement Benefits Tables [Abstract]

Pension and Other Postretirement Benefits [Table Text Block]

		Pension Benefits				Postretirement Benefits
Three Months Ended June 30,			2011		2010		2011		2010
Components of net periodic cost:
	Service cost	$	9	$	8	$	—	$	—
	Interest cost		62		67		9		10
	Expected return on plan assets		(60)		(57)		—		—
	Amortization of actuarial losses (gains)		16		18		(3)		(2)
Net periodic cost		$	27	$	36	$	6	$	8
		Pension Benefits				Postretirement Benefits
Six Months Ended June 30,			2011		2010		2011		2010
Components of net periodic cost:
	Service cost	$	18	$	16	$	—	$	—
	Interest cost		124		134		18		21
	Expected return on plan assets		(119)		(114)		—		—
	Amortization of actuarial losses (gains)		32		36		(5)		(5)
Net periodic cost		$	55	$	72	$	13	$	16

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Financial Instruments and Fair Value Measurements (Details) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Assets:
Investments	$ 65,000,000	$ 66,000,000
Total Assets	65,000,000	66,000,000
Liabilities:
Deferred compensation	173,000,000	162,000,000
Foreign currency hedges	5,000,000	3,000,000
Total Liabilities	178,000,000	165,000,000
Carrying value of senior debt	5,927,000,000	5,929,000,000
Fair value of senior debt	6,580,000,000	6,540,000,000
Level 1 [Member]
Assets:
Investments	65,000,000	66,000,000
Total Assets	65,000,000	66,000,000
Liabilities:
Deferred compensation	0	0
Foreign currency hedges	0	0
Total Liabilities	0	0
Level 2 [Member]
Assets:
Investments	0	0
Total Assets	0	0
Liabilities:
Deferred compensation	173,000,000	162,000,000
Foreign currency hedges	5,000,000	3,000,000
Total Liabilities	178,000,000	165,000,000
Level 3 [Member]
Assets:
Investments	0	0
Total Assets	0	0
Liabilities:
Deferred compensation	0	0
Foreign currency hedges	0	0
Total Liabilities	$ 0	$ 0

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Stockholders' Equity (Details) (USD $) Share data in Millions, except Per Share data	1 Months Ended	3 Months Ended			6 Months Ended
	Jul. 31, 2011	Jun. 30, 2011	Mar. 31, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Stockholders' Equity Details [Abstract]
Class B Common Stock repurchased under repurchase program		9.9			21.7
Value of treasury shares acquired		$ 250,000,000			$ 500,000,000
Share repurchase program authorization					1,500,000,000
Stock repurchased during the period to satisfy restricted share unit tax withholding, in shares					3	3
Dividends per common share (in dollars per share)		$ 0.10	$ 0.05	$ 0.05	$ 0.15	$ 0.10
Dividends recorded on common stock		69,000,000			103,000,000	70,000,000
Dividends accrued on unvested restricted shares		2,000,000
Dividends paid	$ 67,000,000	$ 36,000,000			$ 73,000,000	$ 74,000,000
Declaration date		May 03, 2011
Dividend declared, date to be paid		Jul. 01, 2011

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Related Parties (Tables)

6 Months Ended

Jun. 30, 2011

Due To Due From Related Party Tables [Abstract]

Amounts Due from and Due to Viacom Inc. [Table Text Block]

	At		At
	June 30, 2011		December 31, 2010
Amounts due from Viacom Inc.
Receivables	$	92	$	104
Other assets (Receivables, noncurrent)		221		252
Total amounts due from Viacom Inc.	$	313	$	356
Amounts due to Viacom Inc.
Accounts payable	$	3	$	5
Program rights		4		4
Other liabilities (Program rights, noncurrent)		—		1
Total amounts due to Viacom Inc.	$	7	$	10

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Financial Instruments and Fair Value Measurements

6 Months Ended

Jun. 30, 2011

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

12) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

The Company's carrying value of financial instruments approximates fair value, except for differences with respect to the notes and debentures. At June 30, 2011 and December 31, 2010, the carrying value of the senior debt was $5.93 billion for both periods and the fair value, which is estimated, based on quoted market prices and includes accrued interest, was $6.58 billion and $6.54 billion, respectively.

The Company uses derivative financial instruments primarily to modify its exposure to market risks from fluctuations in foreign currency exchange rates. The Company does not use derivative instruments unless there is an underlying exposure and, therefore, the Company does not hold or enter into derivative financial instruments for speculative trading purposes. The fair value of the Company's derivative instruments and the related activity was not material to the Consolidated Balance Sheets and Consolidated Statements of Operations for any of the periods presented.

The following tables set forth the Company's assets and liabilities measured at fair value on a recurring basis at June 30, 2011 and December 31, 2010. 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. Level 1 is based on publicly quoted prices for the asset or liability in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset or liability in inactive markets or quoted prices for similar assets or liabilities. Level 3 is based on unobservable inputs reflecting the Company's own assumptions about the assumptions that market participants would use in pricing the asset or liability.

At June 30, 2011		Level 1		Level 2		Level 3		Total
Assets:
Investments	$	65	$	—	$	—	$	65
Total Assets	$	65	$	—	$	—	$	65
Liabilities:
Deferred compensation	$	—	$	173	$	—	$	173
Foreign currency hedges		—		5		—		5
Total Liabilities	$	—	$	178	$	—	$	178
At December 31, 2010		Level 1		Level 2		Level 3		Total
Assets:
Investments	$	66	$	—	$	—	$	66
Total Assets	$	66	$	—	$	—	$	66
Liabilities:
Deferred compensation	$	—	$	162	$	—	$	162
Foreign currency hedges		—		3		—		3
Total Liabilities	$	—	$	165	$	—	$	165

The fair value of investments is determined based on publicly quoted market prices in active markets. The fair value of foreign currency hedges is determined based on the present value of future cash flows using observable inputs including foreign currency exchange rates. The fair value of deferred compensation is determined based on the fair value of the investments elected by employees.

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Intangible Assets

6 Months Ended

Jun. 30, 2011

Intangible Assets Disclosure [Abstract]

Intangible Assets

3) INTANGIBLE ASSETS

The Company's intangible assets were as follows:

				Accumulated
At June 30, 2011			Gross	Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements		$	908	$	(596)	$	312
Franchise agreements			493		(286)		207
Other intangible assets			385		(234)		151
	Total intangible assets subject to amortization		1,786		(1,116)		670
FCC licenses			5,738		—		5,738
Trade names			169		—		169
	Total intangible assets	$	7,693	$	(1,116)	$	6,577
				Accumulated
At December 31, 2010			Gross	Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements		$	895	$	(562)	$	333
Franchise agreements			491		(272)		219
Other intangible assets			375		(210)		165
	Total intangible assets subject to amortization		1,761		(1,044)		717
FCC licenses			5,738		—		5,738
Trade names			169		—		169
	Total intangible assets	$	7,668	$	(1,044)	$	6,624

Amortization expense was $32 million and $33 million for the three months ended June 30, 2011 and 2010, respectively, and $63 million and $66 million forthe six months ended June 30, 2011 and 2010, respectively. The Company expects its aggregate annual amortization expense for existing intangible assets subject to amortization for each of the years, 2011 through 2015, to be as follows:

		2011		2012		2013		2014		2015
Amortization expense	$	122	$	99	$	87	$	79	$	69

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Related Parties (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
National Amusements Inc. [Member]
Related Party Transaction [Line Items]
NAI ownership of CBS Corp. Class A Common Stock (percentage)	79.00%		79.00%
NAI ownership of CBS Corp. Class A and Class B Common Stock on a combined basis (percentage)	6.00%		6.00%
Viacom Inc. [Member]
Related Party Transaction [Line Items]
Revenues from transactions with related party	$ 88	$ 71	$ 139	$ 110
Expenses from transactions with related party	4	6	10	11
Receivables From Viacom Inc. Current	92		92		104
Other assets (Receivables, noncurrent) from Viacom Inc.	221		221		252
Total amounts due from Viacom Inc.	313		313		356
Accounts payable to Viacom Inc.	3		3		5
Program rights obligations due to Viacom Inc.	4		4		4
Other liabilities (Program rights, noncurrent) due to Viacom Inc.	0		0		1
Total amounts due to Viacom Inc.	7		7		10
Domestic and International Television Joint Ventures [Member]
Related Party Transaction [Line Items]
Revenues from transactions with related party	$ 30	$ 32	$ 63	$ 78

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Income Taxes

6 Months Ended

Jun. 30, 2011

Income Taxes Disclosure [Abstract]

Income Taxes

9) INCOME TAXES

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

The provision for income taxes for the three months ended June 30, 2011 increased to $230million from $91 million and for the six months ended June 30, 2011 increasedto $352million from$112 million for the comparable prior-year period, in both cases driven by the increase in earnings before income taxes. In addition, the provision for income taxes for the six months ended June 30, 2010 included three discrete items which impacted comparability totaling $26 million, comprised of a $62 million reduction of deferred tax assets associated with the enactment of the Patient Protection and Affordable Care Act in 2010, partially offset by a $26million reversal of previously established deferred tax liabilities and a $10 million tax benefit from the settlements of tax audits.

The IRS commencedits examination of the years 2008, 2009 and 2010 during the second quarter of 2011. 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 does not currently believe that it is reasonably possible that the reserve for uncertain tax positions will significantly change within the next twelve months; however, it is difficult to predict the final outcome or timing of resolution of any particular tax matter and accordingly, unforeseen events could cause the Company's current expectation to change in the future.

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Condensed Consolidating Financial Statements

6 Months Ended

Jun. 30, 2011

Condensed Consolidating Financial Statements Disclosure [Abstract]

Condensed Consolidating Financial Statements

14) CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

CBS Operations Inc. is a wholly owned subsidiary of the Company. CBS Operations Inc. has fully and unconditionally guaranteed CBS Corp.'s senior debt securities (See Note 6). The following condensed consolidating financial statements present the results of operations, financial position and cash flows of CBS Corp., CBS Operations Inc., the direct and indirect Non-Guarantor Affiliates of CBS Corp. and CBS Operations Inc., and the eliminations necessary to arrive at the information for the Company on a consolidated basis.

			Statement of Operations
			For the Three Months Ended June 30, 2011
			CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Revenues			$	31	$	45	$	3,510	$	—	$	3,586
Expenses:
	Operating			16		36		1,978		—		2,030
	Selling, general and administrative			28		65		590		—		683
	Depreciation and amortization			2		4		133		—		139
		Total expenses		46		105		2,701		—		2,852
Operating income (loss)				(15)		(60)		809		—		734
Interest (expense) income, net				(131)		(83)		105		—		(109)
Other items, net				—		1		4		—		5
Earnings (loss) before income taxes and equity
	in earnings (loss) of investee companies			(146)		(142)		918		—		630
Benefit (provision) for income taxes				56		54		(340)		—		(230)
Equity in earnings (loss) of investee companies,
	net of tax			485		472		(5)		(957)		(5)
Net earnings			$	395	$	384	$	573	$	(957)	$	395

			Statement of Operations
			For the Six Months Ended June 30, 2011
			CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Revenues			$	63	$	73	$	6,960	$	—	$	7,096
Expenses:
	Operating			34		58		4,214		—		4,306
	Selling, general and administrative			56		122		1,163		—		1,341
	Depreciation and amortization			3		8		267		—		278
		Total expenses		93		188		5,644		—		5,925
Operating income (loss)				(30)		(115)		1,316		—		1,171
Interest (expense) income, net				(260)		(167)		210		—		(217)
Other items, net				1		(1)		14		—		14
Earnings (loss) before income taxes and equity
	in earnings (loss) of investee companies			(289)		(283)		1,540		—		968
Benefit (provision) for income taxes				104		102		(558)		—		(352)
Equity in earnings (loss) of investee companies,
	net of tax			782		720		(19)		(1,502)		(19)
Net earnings			$	597	$	539	$	963	$	(1,502)	$	597

			Statement of Operations
			For the Three Months Ended June 30, 2010
			CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Revenues			$	33	$	32	$	3,266	$	—	$	3,331
Expenses:
	Operating			16		25		2,036		—		2,077
	Selling, general and administrative			34		62		577		—		673
	Restructuring charges			—		—		2		—		2
	Depreciation and amortization			2		3		139		—		144
		Total expenses		52		90		2,754		—		2,896
Operating income (loss)				(19)		(58)		512		—		435
Interest (expense) income, net				(146)		(75)		89		—		(132)
Loss on early extinguishment of debt				(41)		—		—		—		(41)
Other items, net				(1)		8		(21)		—		(14)
Earnings (loss) before income taxes and equity
	in earnings (loss) of investee companies			(207)		(125)		580		—		248
Benefit (provision) for income taxes				76		44		(211)		—		(91)
Equity in earnings (loss) of investee companies,
	net of tax			281		145		(7)		(426)		(7)
Net earnings			$	150	$	64	$	362	$	(426)	$	150

			Statement of Operations
			For the Six Months Ended June 30, 2010
			CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Revenues			$	66	$	61	$	6,735	$	—	$	6,862
Expenses:
	Operating			32		50		4,559		—		4,641
	Selling, general and administrative			69		106		1,114		—		1,289
	Restructuring charges			—		—		59		—		59
	Depreciation and amortization			3		6		276		—		285
		Total expenses		104		162		6,008		—		6,274
Operating income (loss)				(38)		(101)		727		—		588
Interest (expense) income, net				(294)		(157)		182		—		(269)
Loss on early extinguishment of debt				(38)		—		—		—		(38)
Other items, net				(1)		10		(36)		—		(27)
Earnings (loss) before income taxes and equity
	in earnings (loss) of investee companies			(371)		(248)		873		—		254
Benefit (provision) for income taxes				102		91		(305)		—		(112)
Equity in earnings (loss) of investee companies,
	net of tax			393		315		(18)		(708)		(18)
Net earnings			$	124	$	158	$	550	$	(708)	$	124

		Balance Sheet
		At June 30, 2011
		CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Assets
Cash and cash equivalents		$	916	$	1	$	429	$	—	$	1,346
Receivables, net			23		35		2,966		—		3,024
Programming and other inventory			4		5		351		—		360
Prepaid expenses and other current assets			106		94		784		(19)		965
	Total current assets		1,049		135		4,530		(19)		5,695
Property and equipment			43		94		5,010		—		5,147
	Less accumulated depreciation and amortization		11		52		2,489		—		2,552
	Net property and equipment		32		42		2,521		—		2,595
Programming and other inventory			6		62		1,156		—		1,224
Goodwill			98		62		8,462		—		8,622
Intangible assets			255		—		6,322		—		6,577
Investments in consolidated subsidiaries			35,344		7,446		—		(42,790)		—
Other assets			219		14		1,283		—		1,516
Intercompany			—		4,226		13,614		(17,840)		—
Total Assets		$	37,003	$	11,987	$	37,888	$	(60,649)	$	26,229
Liabilities and Stockholders’ Equity
Accounts payable		$	4	$	5	$	363	$	—	$	372
Participants’ share and royalties payable			—		26		992		—		1,018
Program rights			5		4		563		—		572
Current portion of long-term debt			8		—		23		—		31
Accrued expenses and other current liabilities			333		244		1,380		(19)		1,938
	Total current liabilities		350		279		3,321		(19)		3,931
Long-term debt			5,846		—		118		—		5,964
Other liabilities			3,320		410		2,659		(3)		6,386
Intercompany			17,539		—		—		(17,539)		—
Stockholders’ Equity:
	Preferred Stock		—		—		128		(128)		—
	Common Stock		1		123		1,136		(1,259)		1
	Additional paid-in capital		43,436		—		61,435		(61,435)		43,436
	Retained earnings (deficit)		(29,051)		11,506		(26,411)		14,905		(29,051)
	Accumulated other comprehensive income (loss)		(252)		—		302		(302)		(252)
			14,134		11,629		36,590		(48,219)		14,134
	Less treasury stock, at cost		4,186		331		4,800		(5,131)		4,186
	Total Stockholders’ Equity		9,948		11,298		31,790		(43,088)		9,948
Total Liabilities and Stockholders’ Equity		$	37,003	$	11,987	$	37,888	$	(60,649)	$	26,229

		Balance Sheet
		At December 31, 2010
		CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Assets
Cash and cash equivalents		$	105	$	1	$	374	$	—	$	480
Receivables, net			30		27		3,191		—		3,248
Programming and other inventory			4		5		716		—		725
Prepaid expenses and other current assets			50		91		754		(13)		882
	Total current assets		189		124		5,035		(13)		5,335
Property and equipment			43		91		4,971		—		5,105
	Less accumulated depreciation and amortization		10		45		2,356		—		2,411
	Net property and equipment		33		46		2,615		—		2,694
Programming and other inventory			7		104		1,314		—		1,425
Goodwill			98		62		8,364		—		8,524
Intangible assets			255		—		6,369		—		6,624
Investments in consolidated subsidiaries			34,562		6,727		—		(41,289)		—
Other assets			243		14		1,284		—		1,541
Intercompany			—		4,419		11,906		(16,325)		—
Total Assets		$	35,387	$	11,496	$	36,887	$	(57,627)	$	26,143
Liabilities and Stockholders’ Equity
Accounts payable		$	18	$	17	$	404	$	—	$	439
Participants’ share and royalties payable			—		19		924		—		943
Program rights			5		5		591		—		601
Current portion of long-term debt			8		—		19		—		27
Accrued expenses and other current liabilities			260		293		1,477		(14)		2,016
	Total current liabilities		291		334		3,415		(14)		4,026
Long-term debt			5,849		—		124		—		5,973
Other liabilities			3,412		403		2,511		(3)		6,323
Intercompany			16,014		—		—		(16,014)		—
Stockholders’ Equity:
	Preferred Stock		—		—		128		(128)		—
	Common Stock		1		123		1,136		(1,259)		1
	Additional paid-in capital		43,443		—		61,435		(61,435)		43,443
	Retained earnings (deficit)		(29,648)		10,967		(27,374)		16,407		(29,648)
	Accumulated other comprehensive income (loss)		(286)		—		312		(312)		(286)
			13,510		11,090		35,637		(46,727)		13,510
	Less treasury stock, at cost		3,689		331		4,800		(5,131)		3,689
	Total Stockholders’ Equity		9,821		10,759		30,837		(41,596)		9,821
Total Liabilities and Stockholders’ Equity		$	35,387	$	11,496	$	36,887	$	(57,627)	$	26,143

		Statement of Cash Flows
		For the Six Months Ended June 30, 2011
		CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating
	activities	$	(362)	$	(130)	$	2,086	$	—	$	1,594
Investing Activities:
	Acquisitions, net of cash acquired		—		—		(55)		—		(55)
	Capital expenditures		—		(3)		(92)		—		(95)
	Investments in and advances to investee companies		—		—		(42)		—		(42)
	Proceeds from dispositions		—		—		13		—		13
	Other investing activities		—		8		—		—		8
Net cash flow provided by (used for) investing activities			—		5		(176)		—		(171)
Financing Activities:
	Proceeds from issuance of notes		—		—		4		—		4
	Repayment of notes and debentures		—		—		(2)		—		(2)
	Payment of capital lease obligations		—		—		(9)		—		(9)
	Dividends		(73)		—		—		—		(73)
	Purchase of Company common stock		(578)		—		—		—		(578)
	Proceeds from exercise of stock options		45		—		—		—		45
	Excess tax benefit from stock-based compensation		61		—		—		—		61
	Other financing activities		(5)		—		—		—		(5)
	Increase (decrease) in intercompany payables		1,723		125		(1,848)		—		—
Net cash flow provided by (used for) financing
	activities		1,173		125		(1,855)		—		(557)
	Net increase in cash and cash equivalents		811		—		55		—		866
	Cash and cash equivalents at beginning of period		105		1		374		—		480
Cash and cash equivalents at end of period		$	916	$	1	$	429	$	—	$	1,346

		Statement of Cash Flows
		For the Six Months Ended June 30, 2010
		CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating
	activities	$	(280)	$	(143)	$	1,674	$	—	$	1,251
Investing Activities:
	Acquisitions, net of cash acquired		—		—		(8)		—		(8)
	Capital expenditures		—		(4)		(96)		—		(100)
	Investments in and advances to investee companies		—		—		(41)		—		(41)
	Proceeds from dispositions		—		—		1		—		1
Net cash flow used for investing activities			—		(4)		(144)		—		(148)
Financing Activities:
	Proceeds from issuance of notes		497		—		—		—		497
	Repayment of notes and debentures		(975)		—		(1)		—		(976)
	Payment of capital lease obligations		—		—		(8)		—		(8)
	Dividends		(74)		—		—		—		(74)
	Purchase of Company common stock		(36)		—		—		—		(36)
	Proceeds from exercise of stock options		3		—		—		—		3
	Excess tax benefit from stock-based compensation		12		—		—		—		12
	Decrease to accounts receivable securitization program		—		—		(400)		—		(400)
	Increase (decrease) in intercompany payables		1,077		147		(1,224)		—		—
Net cash flow provided by (used for) financing
	activities		504		147		(1,633)		—		(982)
	Net increase (decrease) in cash and cash equivalents		224		—		(103)		—		121
	Cash and cash equivalents at beginning of period		248		—		469		—		717
Cash and cash equivalents at end of period		$	472	$	—	$	366	$	—	$	838

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10) 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 June 30, 2011, the outstanding letters of credit and surety bonds approximated $409 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 Action. 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, all defendants filed a motion to dismiss this action. On March 16, 2010, the court granted the Company's motion and dismissed this action as to the Company and all defendants. On April 30, 2010, the plaintiffs filed a motion for leave to serve an amended complaint. On September 23, 2010, the court issued an order granting leave to amend. On October 8, 2010, the Company was served with an Amended Complaint, which redefines the Class Period to be April 29, 2008 to October 10, 2008 and alleges that the impairment charge should have been taken during the first quarter of 2008. The Company filed a motion to dismiss this Amended Complaint on November 19, 2010. On May 24, 2011, the court granted the motion to dismiss and entered judgment in favor of defendants on May 25, 2011. On June 23, 2011, plaintiffs filed a Notice of Appeal.

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 "Super Bowl Proceeding"). In May 2006, the FCC denied the Company's petition for reconsideration. In July 2006, the Company filed a Petition for Review of the forfeiture with the United States 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 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 United States Supreme Court, seeking review of the Third Circuit's decision. The petition requested that the United States 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 United States 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 United States Supreme Court granted the FCC's petition to review the United States Court of Appeals for the Second Circuit's decision. On November 4, 2008, the United States Supreme Court heard argument in this case. On April 28, 2009, the United States 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. The Second Circuit requested additional briefing and argument was heard on January 13, 2010. On July 13, 2010, the Second Circuit struck down an FCC policy on indecency and found that the FCC's indecency policies and decisions regarding the use of "fleeting expletives" on radio and television violated the First Amendment. On August 25, 2010, the FCC filed a petition for rehearing en banc and, on August 31, 2010, the Second Circuit issued an order directing all parties and intervenors to file briefs in response to the FCC's petition on September 21, 2010, which were filed. On November 22, 2010, the Second Circuit denied the FCC's petition for rehearing. On April 21, 2011, the FCC filed a combined petition for certiorari seeking review of the Second Circuit's decision in this case and also in an indecency case involving a broadcast on another television network. On June 27, 2011, the United States Supreme Court granted the FCC's petition for certiorari.

Following the April 28, 2009 decision in the fleeting expletives case, on May 4, 2009, the United States Supreme Court remanded the Super Bowl Proceeding to the United States Court of Appeals for the Third Circuit and requested supplemental briefing from the Company and the FCC, in light of the United States Supreme Court's fleeting expletives decision. Argument was heard by the Third Circuit in the Super Bowl Proceeding on February 23, 2010. On May 18, 2010 and on December 22, 2010, at the Third Circuit's request, the Company and the FCC each submitted supplemental briefs. The parties are awaiting a decision from the Third Circuit.

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. 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 June 30, 2011 the Company had pending approximately 50,390 asbestos claims, as compared with approximately 52,220 as of December 31, 2010 and 58,920 as of June 30, 2010. During the second quarter of 2011, the Company received approximately 990 new claims and closed or moved to an inactive docket approximately 2,830 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 2010 and 2009 for settlement and defense of asbestos claims after insurance recoveries and net of tax benefits were approximately $14 million and $18 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.

Other. 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.

CBS Outdoor Limited has commenced legal actions against London Underground Limited with respect to disputes regarding project delays and other matters, including the calculation of franchise fees due from CBS Outdoor Limited arising under its 2006 transit contract with London Underground Limited. In these actions, CBS Outdoor Limited is seeking declaratory relief, recovery of monetary damages and other forms of relief. In August 2010, CBS Outdoor Limited filed a claim against London Underground Limited in the High Court of Justice Queen's Bench Division Commercial Court in the U.K. and, in November 2010, London Underground Limited filed a defense and counterclaim against CBS Outdoor Limited, in each case, with respect to such franchise fee calculation disputes.

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.

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Stock-based Compensation (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Stock Based Compensation Tables Details [Abstract]
RSUs and PSUs	$ 27	$ 29	$ 52	$ 56
Stock options and equivalents	14	8	23	14
Stock-based compensation expense, before income taxes	41	37	75	70
Related tax benefit	(17)	(15)	(30)	(28)
Stock-based compensation expense, net of tax	24	22	45	42
Employee Stock Option [Member]
Stock-based compensation by award type [Line Items]
Number of stock options granted during the period			6
Weighted average per unit exercise price - options	$ 23.17		$ 23.17
Service period over which grants vest			4Y
Unrecognized future expense of stock-based compensation awards	88		88
Weighted average period to expense unrecognized stock-based compensation expense (years)			2.9
Stock option term until expiration			8Y
Restricted Stock Units (RSUs) [Member]
Stock-based compensation by award type [Line Items]
Grants during the period			6
Weighted average grant date fair value			$ 22.23
Unrecognized future expense of stock-based compensation awards	$ 208		$ 208
Weighted average period to expense unrecognized stock-based compensation expense (years)			2.6
Restricted Stock Units (RSUs) [Member] | Maximum [Member]
Stock-based compensation by award type [Line Items]
Payout on stock-based compensation award (percent)			120.00%
Service period over which grants vest			4Y
Restricted Stock Units (RSUs) [Member] | Minimum [Member]
Stock-based compensation by award type [Line Items]
Payout on stock-based compensation award (percent)			0.00%
Service period over which grants vest			1Y

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Stockholders' Equity

6 Months Ended

Jun. 30, 2011

Stockholders' Equity Disclosure [Abstract]

Stockholders' Equity Note Disclosure

8) STOCKHOLDERS' EQUITY

During the six months ended June 30, 2011, the Company repurchased, through accelerated share repurchase transactions, 21.7 million shares of CBS Corp. Class B Common Stock for $500 million under its $1.5 billion share repurchase program, of which $250 million was spent in the second quarter to repurchase 9.9 million shares. In addition, during each of the six months ended June 30, 2011 and 2010, the Company repurchased 3million shares of its Class B Common Stockby withholding shares to satisfy employee tax withholding obligations from the vesting of RSUs.

On May 3, 2011, the Company announced an increase in the quarterly cash dividend on its Class A and Class B Common Stock to $.10 per share from $.05 per share. The total second quarter dividend was $69 million of which $67 million was paid on July 1, 2011 and $2 million was accrued to be paid upon vesting of RSUs. During the second quarter of 2011, the Company paid $36 million for the dividend declared on February23, 2011 and for dividend payments on RSUs that vested during the second quarter of 2011.

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Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2011

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

1) BASIS OF PRESENTATION AND 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: Entertainment (CBS Television, comprised of the CBS Television Network, CBS Television Studios, CBS Studios International and CBS Television Distribution; CBS Films and CBS Interactive), Cable Networks (Showtime Networks, CBS Sports Network and Smithsonian Networks), Publishing (Simon & Schuster), Local Broadcasting (CBS Television Stations and CBS Radio) and Outdoor (CBS Outdoor, comprised of Outdoor Americas and Outdoor Europe).

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. 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, 2010.

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.

Use of Estimates—The preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) 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 revenues and 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 under different assumptions or conditions.

Net Earnings per Common Share—Basic earnings per share (“EPS”) is based upon net earnings 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”) and market-based performance share units (“PSUs”) only in the periods in which such effect would have been dilutive. For both the three and six months ended June 30, 2011,stock options to purchase 22 million shares of Class B Common Stock were outstanding but excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive.For both the three and six months ended June 30, 2010, stock options to purchase 33 million shares of Class B Common Stock were outstanding but excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive.

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

		Three Months Ended			Six Months Ended
		June 30,			June 30,
(in millions)			2011	2010		2011	2010
Weighted average shares for basic EPS			669	679		671	678
Dilutive effect of shares issuable under
	stock-based compensation plans		17	14		18	15
Weighted average shares for diluted EPS			686	693		689	693

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

		Three Months Ended				Six Months Ended
		June 30,				June 30,
			2011		2010		2011		2010
Net earnings		$	395	$	150	$	597	$	124
Other comprehensive income (loss), net of tax:
	Cumulative translation adjustments		6		(15)		19		(20)
	Net actuarial loss and prior service costs		8		9		15		86
Total comprehensive income		$	409	$	144	$	631	$	190

Collaborative Arrangements—Collaborative arrangements primarily consist of joint efforts with third parties to produce and distribute programming such as television series and live sporting events, including the new 14-year agreement between the Company and Turner Broadcasting System, Inc. to telecast the NCAA Division I Men's Basketball Championship (“NCAA Tournament”), which began in 2011. In connection with this agreement for the NCAA Tournament, advertisements aired on CBS Television Network are recorded as revenues and the Company's share of the program rights fees and other operating costs are recorded as operating expenses.

For episodic television programming, co-production costs are initially capitalized as programming inventory and amortized over the television series estimated economic life. In such arrangements where the Company has distribution rights, all proceeds generated from such distribution are recorded as revenues and any participation profits due to third party collaborators are recorded as operating expenses. In co-production arrangements where third party collaborators have distribution rights, the Company's net participating profits are recorded as revenues.

Amounts attributable to transactions arising from collaborative arrangements between participants were not material to the Company's consolidated financial statements for all periods presented.

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 six months ended June 30, 2011 and 2010, the Company recorded dividends of $103 million and $70 million, respectively, as a reduction to additional paid-in capital as the Company had an accumulated deficit balance.

Adoption of New Accounting Standards

Revenue Arrangements with Multiple Deliverables

On January 1, 2011, the Company adopted the Financial Accounting Standards Board's (“FASB”)revised guidance on revenue arrangements with multiple deliverables. This guidance revises the criteria for separating and allocating consideration for each deliverable in a multiple-deliverable arrangement and establishes a hierarchy for determining the selling price of each deliverable. Under the guidance, revenues are allocated based on the relative selling price of each deliverable. The selling price used for each deliverable will be based on the Company-specific objective evidence if available, third party evidence if Company-specific evidence is not available, or estimated selling price for the stand-alone sale of the deliverable if neither Company-specific objective evidence nor third party evidence is available. The adoption of this guidance did not have a material effect on the Company's consolidated financial statements.

Recent Pronouncements

Fair Value Measurement

In May 2011, the FASB issued guidance to improve the comparability of fair value measurements presented in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and International Financial Reporting Standards (“IFRS”), effective for the Company beginning in the first quarter of 2012. This guidance clarifies the FASB's intent about the application of existing fair value measurement requirements and changes certain principles and requirements for measuring fair value and for disclosing information about fair value measurements. The adoption of this guidance will not have a material effect on the Company's consolidated financial statements.

Comprehensive Income

In June 2011, the FASB issued amended guidance on the presentation of comprehensive income, effective for the Company beginning in the first quarter of 2012, with early adoption permitted. Under this guidance, the total comprehensive income, the components of net income and the components of other comprehensive income must be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.This guidance also requires reclassification adjustments, for items reclassified from other comprehensive income to net income, to be presented on the face of each of these statements. The adoption of this guidance will not have a material effect on the Company's consolidated financial statements.

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Programming and Other Inventory

6 Months Ended

Jun. 30, 2011

Programming And Other Inventory Disclosure [Abstract]

Programming and Other Inventory

4) PROGRAMMING AND OTHER INVENTORY

		At		At
		June 30, 2011		December 31, 2010
Program rights		$	1,031	$	1,372
Television programming:
	Released (including acquired libraries)		404		534
	In process and other		51		119
Theatrical programming:
	Released		22		29
	In process and other		8		26
Publishing, primarily finished goods			67		69
Other			1		1
Total programming and other inventory			1,584		2,150
	Less current portion		360		725
Total noncurrent programming and other inventory		$	1,224	$	1,425

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Commitments and Contingencies (Details) (USD $)	1 Months Ended		3 Months Ended	12 Months Ended
	Jul. 31, 2006	Mar. 31, 2006	Jun. 30, 2011	Dec. 31, 2010	Dec. 31, 2009	Jun. 30, 2010
Commitments And Contingencies Details [Abstract]
Outstanding letters of credit and surety bonds			$ 409,000,000
Number of pending asbestos claims			50,390	52,220		58,920
Number of new asbestos claims			990
Number of asbestos claims closed or moved to inactive docket			2,830
Costs for settlement and defense of asbestos claims, net of insurance recoveries and tax benefits				14,000,000	18,000,000
Loss Contingencies [Abstract]
Forfeiture pending legal appeal	550,000
Per station forfeiture proposed by FCC for legal proceeding		32,500
Total forfeiture proposed by FCC for legal proceeding		$ 260,000

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Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Anti Dilutive Securities [Line Items]
Weighted average shares for basic EPS	669	679	671	678
Dilutive effect of shares issuable under stock-based compensation plans	17	14	18	15
Weighted average shares for diluted EPS	686	693	689	693
Comprehensive Income (Loss) [Abstract]
Net earnings	$ 395	$ 150	$ 597	$ 124
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	6	(15)	19	(20)
Net actuarial loss and prior service costs	8	9	15	86
Total comprehensive income	409	144	631	190
Dividends, Common Stock	$ 69		$ 103	$ 70
Stock Options [Member]
Anti Dilutive Securities [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	22	33	22	33

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Related Parties

6 Months Ended

Jun. 30, 2011

Related Parties Disclosure [Abstract]

Related Parties

5) RELATED PARTIES

National Amusements, Inc. National Amusements, Inc. (“NAI”) is the controlling stockholder of CBS Corp. and Viacom Inc. 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. In addition, Ms. Shari Redstone, Mr. Sumner M. Redstone's daughter, is the president and a director of NAI and the vice chair of the board of directors of both CBS Corp. and Viacom Inc. Mr. David R. Andelman is a director of CBS Corp. and serves as a director of NAI. Mr. Frederic V. Salerno is a director of CBS Corp. and serves as a director of Viacom Inc. At June 30, 2011, NAI directly or indirectly owned approximately 79% of CBS Corp.'s voting Class A Common Stock, and owned approximately 6% of CBS Corp.'s Class A Common Stock and non-voting 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 Entertainment segment, licenses its television products to Viacom Inc., primarily MTV Networks and BET Networks. In addition, CBS Corp. recognizes advertising revenues for media spending placed by various subsidiaries of Viacom Inc., primarily Paramount Pictures. Viacom Inc. also distributes certain of the Company's television products in the home entertainment market. CBS Corp.'s total revenues from these transactions were $88million and $71million for the three months ended June 30, 2011 and 2010, respectively, and $139 million and $110 million for the six months ended June 30, 2011 and 2010, respectively.

CBS Corp. places advertisements with, and leases production facilities, licenses programming and purchases other goods and services from various subsidiaries of Viacom Inc. The total amounts for these transactions were $4million and $6 million for the three months ended June 30, 2011 and 2010, respectively, and $10 million and $11 million for the six months ended June 30, 2011 and 2010, 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		At
	June 30, 2011		December 31, 2010
Amounts due from Viacom Inc.
Receivables	$	92	$	104
Other assets (Receivables, noncurrent)		221		252
Total amounts due from Viacom Inc.	$	313	$	356
Amounts due to Viacom Inc.
Accounts payable	$	3	$	5
Program rights		4		4
Other liabilities (Program rights, noncurrent)		—		1
Total amounts due to Viacom Inc.	$	7	$	10

Other Related PartiesThe Company has equity interests in a domestic television network and several international joint ventures for television channels, from which the Company earns revenues primarily by selling its television programming. Total revenues earned from these ventures were$30 million and $32 million for the three months ended June 30, 2011 and 2010, respectively, and $63 million and $78 million for the six months ended June 30, 2011 and 2010, 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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Restructuring Charges (Rollforward) (Details) (USD $) In Millions	6 Months Ended	30 Months Ended
	Jun. 30, 2011	Jun. 30, 2011
Restructuring reserve rollforward
Restructuring reserve, beginning balance	$ 57
Payments to settle restructuring reserves	(21)	68
Restructuring reserve, ending balance	36	36
Entertainment Segment [Member]
Restructuring reserve rollforward
Restructuring reserve, beginning balance	11
Payments to settle restructuring reserves	(5)
Restructuring reserve, ending balance	6	6
Cable Networks Segment [Member]
Restructuring reserve rollforward
Restructuring reserve, beginning balance	2
Payments to settle restructuring reserves	0
Restructuring reserve, ending balance	2	2
Publishing Segment [Member]
Restructuring reserve rollforward
Restructuring reserve, beginning balance	2
Payments to settle restructuring reserves	0
Restructuring reserve, ending balance	2	2
Local Broadcasting Segment [Member]
Restructuring reserve rollforward
Restructuring reserve, beginning balance	26
Payments to settle restructuring reserves	(8)
Restructuring reserve, ending balance	18	18
Outdoor Segment [Member]
Restructuring reserve rollforward
Restructuring reserve, beginning balance	16
Payments to settle restructuring reserves	(8)
Restructuring reserve, ending balance	$ 8	$ 8

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Restructuring Charges (Tables)

6 Months Ended

Jun. 30, 2011

Restructuring Charges Tables [Abstract]

Restructuring Reserve Rollforward [Table Text Block]

		Balance at		2011		Balance at
		December 31, 2010		Payments		June 30, 2011
Entertainment		$	11	$	(5)	$	6
Cable Networks			2		—		2
Publishing			2		—		2
Local Broadcasting			26		(8)		18
Outdoor			16		(8)		8
	Total	$	57	$	(21)	$	36

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Intangible Assets (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Intangible Assets By Major Class [Line Items]
Gross	$ 7,693		$ 7,693		$ 7,668
Accumulated Amortization	(1,116)		(1,116)		(1,044)
Total intangible assets, net	6,577		6,577		6,624
Amortization Expense For Reporting Period [Abstract]
Amortization expense	32	33	63	66
Aggregate annual amortization expense for existing intangible assets subject to amortization for each of the years, 2011 through 2015 [Abstract]
2011			122
2012			99
2013			87
2014			79
2015			69
Leasehold agreements [Member]
Intangible Assets By Major Class [Line Items]
Gross	908		908		895
Accumulated Amortization	(596)		(596)		(562)
Total intangible assets, net	312		312		333
Franchise agreements [Member]
Intangible Assets By Major Class [Line Items]
Gross	493		493		491
Accumulated Amortization	(286)		(286)		(272)
Total intangible assets, net	207		207		219
Other Intangible Assets [Member]
Intangible Assets By Major Class [Line Items]
Gross	385		385		375
Accumulated Amortization	(234)		(234)		(210)
Total intangible assets, net	151		151		165
Total finite lived intangible assets [Member]
Intangible Assets By Major Class [Line Items]
Gross	1,786		1,786		1,761
Accumulated Amortization	(1,116)		(1,116)		(1,044)
Total intangible assets, net	670		670		717
FCC Licenses [Member]
Intangible Assets By Major Class [Line Items]
Gross	5,738		5,738		5,738
Accumulated Amortization	0		0		0
Total intangible assets, net	5,738		5,738		5,738
Trade names [Member]
Intangible Assets By Major Class [Line Items]
Gross	169		169		169
Accumulated Amortization	0		0		0
Total intangible assets, net	$ 169		$ 169		$ 169

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Restructuring Charges (Details) (USD $) In Millions	3 Months Ended		6 Months Ended		12 Months Ended		24 Months Ended	30 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2010	Jun. 30, 2011
Restructuring And Related Cost [Line Items]
Restructuring charges	$ 0	$ 2	$ 0	$ 59	$ 81	$ 23
Cumulative amount paid since restructuring activities began			(21)					68
Restructuring reserve adjustment							5
Severance Costs [Member]
Restructuring And Related Cost [Line Items]
Restructuring charges							87
Cumulative amount paid since restructuring activities began								58
Contract Termination And Other Associated Costs [Member]
Restructuring And Related Cost [Line Items]
Restructuring charges							22
Cumulative amount paid since restructuring activities began								$ 10

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Reportable Segments (Tables)

6 Months Ended

Jun. 30, 2011

Reportable Segments Tables [Abstract]

Revenues by Segment [Table Text Block]

				Three Months Ended				Six Months Ended
				June 30,				June 30,
			2011		2010		2011		2010
Revenues:
	Entertainment		$	1,836	$	1,672	$	3,830	$	3,753
	Cable Networks			413		369		806		737
	Publishing			183		189		338		341
	Local Broadcasting			691		678		1,312		1,284
	Outdoor			490		457		903		849
	Eliminations			(27)		(34)		(93)		(102)
		Total Revenues	$	3,586	$	3,331	$	7,096	$	6,862

Intercompany Revenues by Segment [Table Text Block]

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2011		2010		2011		2010
Intercompany Revenues:
	Entertainment		$	19	$	26	$	74	$	83
	Local Broadcasting			4		6		9		11
	Outdoor			4		2		10		8
		Total Intercompany Revenues	$	27	$	34	$	93	$	102

OIBDA by Segment and Reconciliation to Consolidated Net Earnings (Loss) [Table Text Block]

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2011		2010		2011		2010
Segment OIBDA:
	Entertainment	$	440	$	223	$	708	$	357
	Cable Networks		176		129		329		230
	Publishing		19		17		26		19
	Local Broadcasting		230		214		399		323
	Outdoor		86		77		135		89
	Corporate		(57)		(56)		(109)		(95)
	Residual costs		(18)		(26)		(37)		(52)
	Eliminations		(3)		1		(2)		2
OIBDA			873		579		1,449		873
Depreciation and amortization			(139)		(144)		(278)		(285)
Total Operating Income			734		435		1,171		588
	Interest expense		(110)		(134)		(220)		(272)
	Interest income		1		2		3		3
	Loss on early extinguishment of debt		—		(41)		—		(38)
	Other items, net		5		(14)		14		(27)
Earnings before income taxes and equity
	in loss of investee companies		630		248		968		254
Provision for income taxes			(230)		(91)		(352)		(112)
Equity in loss of investee companies, net of tax			(5)		(7)		(19)		(18)
Net earnings		$	395	$	150	$	597	$	124

Operating Income (Loss) by Segment [Table Text Block]

				Three Months Ended				Six Months Ended
				June 30,				June 30,
			2011		2010		2011		2010
Operating Income (Loss):
	Entertainment		$	400	$	181	$	630	$	274
	Cable Networks			171		123		318		218
	Publishing			17		15		22		16
	Local Broadcasting			204		190		347		274
	Outdoor			26		12		14		(39)
	Corporate			(63)		(61)		(121)		(105)
	Residual costs			(18)		(26)		(37)		(52)
	Eliminations			(3)		1		(2)		2
		Total Operating Income	$	734	$	435	$	1,171	$	588

Depreciation and Amortization by Segment [Table Text Block]

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2011		2010		2011		2010
Depreciation and Amortization:
	Entertainment		$	40	$	42	$	78	$	83
	Cable Networks			5		6		11		12
	Publishing			2		2		4		3
	Local Broadcasting			26		24		52		49
	Outdoor			60		65		121		128
	Corporate			6		5		12		10
		Total Depreciation and Amortization	$	139	$	144	$	278	$	285

Stock-based Compensation by Segment [Table Text Block]

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2011		2010		2011		2010
Stock-based Compensation:
	Entertainment		$	12	$	12	$	24	$	23
	Cable Networks			1		1		2		3
	Publishing			1		1		2		2
	Local Broadcasting			6		6		11		12
	Outdoor			2		2		3		3
	Corporate			19		15		33		27
		Total Stock-based Compensation	$	41	$	37	$	75	$	70

Capital Expenditures by Segment [Table Text Block]

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2011		2010		2011		2010
Capital Expenditures:
	Entertainment		$	17	$	23	$	31	$	38
	Cable Networks			3		3		5		4
	Publishing			2		1		2		2
	Local Broadcasting			16		16		28		27
	Outdoor			14		14		26		25
	Corporate			2		2		3		4
		Total Capital Expenditures	$	54	$	59	$	95	$	100

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

			At June 30,		At December 31,
			2011		2010
Assets:
	Entertainment		$	7,662	$	8,324
	Cable Networks			1,615		1,650
	Publishing			1,018		1,126
	Local Broadcasting			9,612		9,686
	Outdoor			4,264		4,256
	Corporate			2,062		1,094
	Discontinued operations			78		77
	Eliminations			(82)		(70)
		Total Assets	$	26,229	$	26,143

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Reportable Segments

6 Months Ended

Jun. 30, 2011

Reportable Segments Disclosure [Abstract]

Reportable Segments

13) REPORTABLE SEGMENTS

The following tables set forth the Company's financial performance by reportable segment. The Company's operating segments, which are the same as its reportable segments, have been determined in accordance with the Company's internal management structure, which is organized based upon products and services.

				Three Months Ended				Six Months Ended
				June 30,				June 30,
			2011		2010		2011		2010
Revenues:
	Entertainment		$	1,836	$	1,672	$	3,830	$	3,753
	Cable Networks			413		369		806		737
	Publishing			183		189		338		341
	Local Broadcasting			691		678		1,312		1,284
	Outdoor			490		457		903		849
	Eliminations			(27)		(34)		(93)		(102)
		Total Revenues	$	3,586	$	3,331	$	7,096	$	6,862

Revenues generated between segments primarily reflect advertising sales and television and feature filmlicense fees. These transactions are recorded at market value as if the sales were to third parties and are eliminated in consolidation.

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2011		2010		2011		2010
Intercompany Revenues:
	Entertainment		$	19	$	26	$	74	$	83
	Local Broadcasting			4		6		9		11
	Outdoor			4		2		10		8
		Total Intercompany Revenues	$	27	$	34	$	93	$	102

The Company presents segment operating income (loss) before depreciation and amortization (“Segment OIBDA”) as the primary measure of profit and loss for its operating segments in accordance with FASB guidance for segment reporting. The Company believes the presentation of Segment OIBDA is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company's management and enhances their ability to understand the Company's operating performance.

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2011		2010		2011		2010
Segment OIBDA:
	Entertainment	$	440	$	223	$	708	$	357
	Cable Networks		176		129		329		230
	Publishing		19		17		26		19
	Local Broadcasting		230		214		399		323
	Outdoor		86		77		135		89
	Corporate		(57)		(56)		(109)		(95)
	Residual costs		(18)		(26)		(37)		(52)
	Eliminations		(3)		1		(2)		2
OIBDA			873		579		1,449		873
Depreciation and amortization			(139)		(144)		(278)		(285)
Total Operating Income			734		435		1,171		588
	Interest expense		(110)		(134)		(220)		(272)
	Interest income		1		2		3		3
	Loss on early extinguishment of debt		—		(41)		—		(38)
	Other items, net		5		(14)		14		(27)
Earnings before income taxes and equity
	in loss of investee companies		630		248		968		254
Provision for income taxes			(230)		(91)		(352)		(112)
Equity in loss of investee companies, net of tax			(5)		(7)		(19)		(18)
Net earnings		$	395	$	150	$	597	$	124

				Three Months Ended				Six Months Ended
				June 30,				June 30,
			2011		2010		2011		2010
Operating Income (Loss):
	Entertainment		$	400	$	181	$	630	$	274
	Cable Networks			171		123		318		218
	Publishing			17		15		22		16
	Local Broadcasting			204		190		347		274
	Outdoor			26		12		14		(39)
	Corporate			(63)		(61)		(121)		(105)
	Residual costs			(18)		(26)		(37)		(52)
	Eliminations			(3)		1		(2)		2
		Total Operating Income	$	734	$	435	$	1,171	$	588

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2011		2010		2011		2010
Depreciation and Amortization:
	Entertainment		$	40	$	42	$	78	$	83
	Cable Networks			5		6		11		12
	Publishing			2		2		4		3
	Local Broadcasting			26		24		52		49
	Outdoor			60		65		121		128
	Corporate			6		5		12		10
		Total Depreciation and Amortization	$	139	$	144	$	278	$	285

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2011		2010		2011		2010
Stock-based Compensation:
	Entertainment		$	12	$	12	$	24	$	23
	Cable Networks			1		1		2		3
	Publishing			1		1		2		2
	Local Broadcasting			6		6		11		12
	Outdoor			2		2		3		3
	Corporate			19		15		33		27
		Total Stock-based Compensation	$	41	$	37	$	75	$	70

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2011		2010		2011		2010
Capital Expenditures:
	Entertainment		$	17	$	23	$	31	$	38
	Cable Networks			3		3		5		4
	Publishing			2		1		2		2
	Local Broadcasting			16		16		28		27
	Outdoor			14		14		26		25
	Corporate			2		2		3		4
		Total Capital Expenditures	$	54	$	59	$	95	$	100

			At June 30,		At December 31,
			2011		2010
Assets:
	Entertainment		$	7,662	$	8,324
	Cable Networks			1,615		1,650
	Publishing			1,018		1,126
	Local Broadcasting			9,612		9,686
	Outdoor			4,264		4,256
	Corporate			2,062		1,094
	Discontinued operations			78		77
	Eliminations			(82)		(70)
		Total Assets	$	26,229	$	26,143

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Bank Financing and Debt

6 Months Ended

Jun. 30, 2011

Bank Financing And Debt Disclosure [Abstract]

Bank Financing and Debt

6) BANK FINANCING AND DEBT

The following table sets forth the Company's debt.

		At		At
		June 30, 2011		December 31, 2010
Senior debt (4.30% – 8.875% due 2012 – 2056)(a)		$	5,927	$	5,929
Other notes			4		2
Obligations under capital leases			85		90
Total debt			6,016		6,021
	Less discontinued operations debt(b)		21		21
Total debt from continuing operations			5,995		6,000
	Less current portion		31		27
Total long-term debt from continuing operations,
	net of current portion	$	5,964	$	5,973

(a) At June 30, 2011 and December 31, 2010, the senior debt balances included (i) a net unamortized premium of $2 million and $1 million, respectively, and (ii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $79 million and $83 million, respectively. The face value of the Company's senior debt was $5.85 billion at both June 30, 2011 and December 31, 2010.

(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 million of the Company's wholly owned subsidiary, CBS Broadcasting Inc., is not guaranteed.

During the six months ended June 30, 2010, the Company issued $500 million of senior notes.

During the six months ended June 30, 2010, the Company repurchased and redeemed a total of $940 million of senior notes and debentures, of which $920 million was repurchased and redeemed during the second quarter of 2010. These transactions resulted in a pre-tax loss on early extinguishment of debt of $41 million and $38 million for the three and six months ended June 30, 2010, respectively.

Credit Facility

At June 30, 2011, the Company had a $2.0 billion revolving credit facility which expires in March 2015 (the “Credit Facility”). The Credit Facility requires the Company to maintain a maximum Consolidated Leverage Ratio of 4.0xat the end of each quarter and a minimum Consolidated Coverage Ratio of 3.0x for the trailing four quarters, each as further described in the Credit Facility. At June 30, 2011, the Company's Consolidated Leverage Ratio was approximately 1.9x and Consolidated Coverage Ratio was approximately 7.0x.

The Consolidated Leverage Ratio reflects the ratio of the Company's indebtedness from continuing operations, adjusted to exclude certain capital lease obligations, at the end of a quarter, to the Company's Consolidated EBITDA for the trailing four consecutive quarters. Consolidated EBITDA is defined in the Credit Facility as operating income plus interest income and before depreciation, amortization and certain other non-cash items. The Consolidated Coverage Ratio reflects the ratio of Consolidated EBITDA to the Company's cash interest expense on indebtedness, adjusted to exclude certain capital lease obligations, in each case for the trailing four consecutive quarters.

The primary purpose of the Credit Facility is to support commercial paper borrowings. At June 30, 2011, the Company had no commercial paper borrowings under its $2.0 billion commercial paper program. At June 30, 2011, the remaining availability under the Credit Facility, net of outstanding letters of credit, was $1.98billion.

Accounts Receivable Securitization Program

During and prior to the first quarter of 2010, the Company participated in a revolving accounts receivable securitization program which provided for the sale of receivables on a non-recourse basis to unrelated third parties on a one-year renewable basis. During the first quarter of 2010, the Company reduced the amounts outstanding under its revolving accounts receivable securitization program by $400 million to zero and terminated the program.

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Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2011

Basis Of Presentation And Summary Of Significant Accounting Policies Tables [Abstract]

Schedule of Earnings Per Share Reconciliation [Table Text Block]

		Three Months Ended			Six Months Ended
		June 30,			June 30,
(in millions)			2011	2010		2011	2010
Weighted average shares for basic EPS			669	679		671	678
Dilutive effect of shares issuable under
	stock-based compensation plans		17	14		18	15
Weighted average shares for diluted EPS			686	693		689	693

Schedule of Comprehensive Income (Loss) [Table Text Block]

		Three Months Ended				Six Months Ended
		June 30,				June 30,
			2011		2010		2011		2010
Net earnings		$	395	$	150	$	597	$	124
Other comprehensive income (loss), net of tax:
	Cumulative translation adjustments		6		(15)		19		(20)
	Net actuarial loss and prior service costs		8		9		15		86
Total comprehensive income		$	409	$	144	$	631	$	190

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Income Taxes (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Income Taxes Details [Abstract]
Provision for income taxes	$ 230	$ 91	$ 352	$ 112
Impact of the change in a tax law on income tax provision				62
Reversal of previously established deferred tax liabilities				26
Benefit from settlements of income tax audits				10
Discrete tax items impacting comparability				$ 26

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Financial Instruments and Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2011

Fair Value Measurements Tables [Abstract]

Fair Value Measurements [Table Text Block]

At June 30, 2011		Level 1		Level 2		Level 3		Total
Assets:
Investments	$	65	$	—	$	—	$	65
Total Assets	$	65	$	—	$	—	$	65
Liabilities:
Deferred compensation	$	—	$	173	$	—	$	173
Foreign currency hedges		—		5		—		5
Total Liabilities	$	—	$	178	$	—	$	178
At December 31, 2010		Level 1		Level 2		Level 3		Total
Assets:
Investments	$	66	$	—	$	—	$	66
Total Assets	$	66	$	—	$	—	$	66
Liabilities:
Deferred compensation	$	—	$	162	$	—	$	162
Foreign currency hedges		—		3		—		3
Total Liabilities	$	—	$	165	$	—	$	165

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Consolidated Statements of Cash Flows (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Operating Activities:
Net earnings	$ 597	$ 124
Adjustments to reconcile net earnings to net cash flow provided by operating activities:
Depreciation and amortization	278	285
Stock-based compensation	75	70
Loss on early extinguishment of debt	0	38
Equity in loss of investee companies, net of tax and distributions	21	18
Change in assets and liabilities, net of effects of acquisitions	623	716
Net cash flow provided by operating activities	1,594	1,251
Investing Activities:
Acquisitions, net of cash acquired	(55)	(8)
Capital expenditures	(95)	(100)
Investments in and advances to investee companies	(42)	(41)
Proceeds from dispositions	13	1
Other investing activities	8	0
Net cash flow provided by (used for) investing activities	(171)	(148)
Financing Activities:
Proceeds from issuance of notes	4	497
Repayment of notes and debentures	(2)	(976)
Payment of capital lease obligations	(9)	(8)
Dividends	(73)	(74)
Purchase of Company common stock	(578)	(36)
Proceeds from exercise of stock options	45	3
Excess tax benefit from stock-based compensation	61	12
Decrease to accounts receivable securitization program (Note 6)	0	(400)
Other financing activities	(5)	0
Net cash flow provided by (used for) financing activities	(557)	(982)
Net increase in cash and cash equivalents	866	121
Cash and cash equivalents at beginning of period	480	717
Cash and cash equivalents at end of period	1,346	838
Supplemental disclosure of cash flow information
Cash paid for interest	210	264
Cash paid for income taxes	$ 158	$ 32

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Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2011

Stock Based Compensation Tables [Abstract]

Stock-based Compensation [Table Text Block]

		Three Months Ended				Six Months Ended
		June 30,				June 30,
			2011		2010		2011		2010
RSUs and PSUs		$	27	$	29	$	52	$	56
Stock options and equivalents			14		8		23		14
Stock-based compensation expense,
	before income taxes		41		37		75		70
Related tax benefit			(17)		(15)		(30)		(28)
Stock-based compensation expense,
	net of tax benefit	$	24	$	22	$	45	$	42

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Reportable Segments (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Reportable Segments Details [Abstract]
Interest expense	$ (110)	$ (134)	$ (220)	$ (272)
Interest income	1	2	3	3
Loss on early extinguishment of debt	0	(41)	0	(38)
Other items, net	5	(14)	14	(27)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies	630	248	968	254
(Provision) benefit for income taxes	(230)	(91)	(352)	(112)
Equity in loss of investee companies, net of tax	(5)	(7)	(19)	(18)
Net earnings	395	150	597	124
Reportable Segments [Line Items]
Total Revenues	3,586	3,331	7,096	6,862
Total Intercompany Revenues	27	34	93	102
Total OIBDA	873	579	1,449	873
Total Operating income (loss)	734	435	1,171	588
Total Depreciation and Amortization	139	144	278	285
Total Stock-based Compensation	41	37	75	70
Total Capital Expenditures	54	59	95	100
Total Assets	26,229		26,229		26,143
Entertainment Segment [Member]
Reportable Segments [Line Items]
Total Revenues	1,836	1,672	3,830	3,753
Total Intercompany Revenues	19	26	74	83
Total OIBDA	440	223	708	357
Total Operating income (loss)	400	181	630	274
Total Depreciation and Amortization	40	42	78	83
Total Stock-based Compensation	12	12	24	23
Total Capital Expenditures	17	23	31	38
Total Assets	7,662		7,662		8,324
Cable Networks Segment [Member]
Reportable Segments [Line Items]
Total Revenues	413	369	806	737
Total OIBDA	176	129	329	230
Total Operating income (loss)	171	123	318	218
Total Depreciation and Amortization	5	6	11	12
Total Stock-based Compensation	1	1	2	3
Total Capital Expenditures	3	3	5	4
Total Assets	1,615		1,615		1,650
Publishing Segment [Member]
Reportable Segments [Line Items]
Total Revenues	183	189	338	341
Total OIBDA	19	17	26	19
Total Operating income (loss)	17	15	22	16
Total Depreciation and Amortization	2	2	4	3
Total Stock-based Compensation	1	1	2	2
Total Capital Expenditures	2	1	2	2
Total Assets	1,018		1,018		1,126
Local Broadcasting Segment [Member]
Reportable Segments [Line Items]
Total Revenues	691	678	1,312	1,284
Total Intercompany Revenues	4	6	9	11
Total OIBDA	230	214	399	323
Total Operating income (loss)	204	190	347	274
Total Depreciation and Amortization	26	24	52	49
Total Stock-based Compensation	6	6	11	12
Total Capital Expenditures	16	16	28	27
Total Assets	9,612		9,612		9,686
Outdoor Segment [Member]
Reportable Segments [Line Items]
Total Revenues	490	457	903	849
Total Intercompany Revenues	4	2	10	8
Total OIBDA	86	77	135	89
Total Operating income (loss)	26	12	14	(39)
Total Depreciation and Amortization	60	65	121	128
Total Stock-based Compensation	2	2	3	3
Total Capital Expenditures	14	14	26	25
Total Assets	4,264		4,264		4,256
Corporate [Member]
Reportable Segments [Line Items]
Total OIBDA	(57)	(56)	(109)	(95)
Total Operating income (loss)	(63)	(61)	(121)	(105)
Total Depreciation and Amortization	6	5	12	10
Total Stock-based Compensation	19	15	33	27
Total Capital Expenditures	2	2	3	4
Total Assets	2,062		2,062		1,094
Residual Costs [Member]
Reportable Segments [Line Items]
Total OIBDA	(18)	(26)	(37)	(52)
Total Operating income (loss)	(18)	(26)	(37)	(52)
Discontinued Operations [Member]
Reportable Segments [Line Items]
Total Assets	78		78		77
Eliminations [Member]
Reportable Segments [Line Items]
Total Revenues	(27)	(34)	(93)	(102)
Total OIBDA	(3)	1	(2)	2
Total Operating income (loss)	(3)	1	(2)	2
Total Assets	$ (82)		$ (82)		$ (70)

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Programming and Other Inventory (Tables)

6 Months Ended

Jun. 30, 2011

Programming And Other Inventory Tables [Abstract]

Programming and Other Inventory [Table Text Block]

		At		At
		June 30, 2011		December 31, 2010
Program rights		$	1,031	$	1,372
Television programming:
	Released (including acquired libraries)		404		534
	In process and other		51		119
Theatrical programming:
	Released		22		29
	In process and other		8		26
Publishing, primarily finished goods			67		69
Other			1		1
Total programming and other inventory			1,584		2,150
	Less current portion		360		725
Total noncurrent programming and other inventory		$	1,224	$	1,425

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Stock-based Compensation

6 Months Ended

Jun. 30, 2011

Stock Based Compensation Disclosure [Abstract]

Stock-based Compensation

2) STOCK-BASED COMPENSATION

The following table summarizes the Company's stock-based compensation expense for the three and six months ended June 30, 2011 and 2010.

		Three Months Ended				Six Months Ended
		June 30,				June 30,
			2011		2010		2011		2010
RSUs and PSUs		$	27	$	29	$	52	$	56
Stock options and equivalents			14		8		23		14
Stock-based compensation expense,
	before income taxes		41		37		75		70
Related tax benefit			(17)		(15)		(30)		(28)
Stock-based compensation expense,
	net of tax benefit	$	24	$	22	$	45	$	42

During the six months ended June 30, 2011, the Company granted 6 million RSUs with a weighted average per unit grant date fair value of $22.23. RSU grants duringthe first six months of 2011 generally vest over a one-to-four-year service period. Certain RSU awards are also subject to satisfying performance conditions. The number of shares that will be issued upon vesting of RSU awards with performance conditions can range from 0% to 120% of the target award, based on the achievement of established operating performance goals. During the six months ended June 30, 2011, the Company also granted 6 million stock options with a weighted average exercise price of $23.17. Stock option grants during 2011 generally vest over a four-year service period and expire eight years from the date of grant.

Total unrecognized compensation cost related to non-vested RSUs at June 30, 2011 was $208 million, which is expected to be expensed over a weighted average period of 2.6 years. Total unrecognized compensation cost related to unvested stock option awards at June 30, 2011 was $88 million, which is expected to be expensed over a weighted average period of 2.9years.

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Restructuring Charges

6 Months Ended

Jun. 30, 2011

Restructuring Charges Disclosure [Abstract]

Restructuring Charges Disclosure

11) RESTRUCTURING CHARGES

During the years ended December 31, 2010 and 2009, the Company recorded restructuring charges of $81 million and $23 million, respectively. The charges reflected $87 million of severance costs and $22 million of contract termination and other associated costs, partially offset by reversals of $5 million as a result of changes in estimates of previously established restructuring accruals. As of June 30, 2011, the cumulative amount paid since the restructuring activities began in 2009 was $68 million, of which $58 million was for the severance costs and $10 million was for the contract termination and other associated costs. The Company expects to substantially utilize the remaining reserves by the end of 2011, however, certain payments associated with the early termination of long-term contractual agreements will continue through 2012.

		Balance at		2011		Balance at
		December 31, 2010		Payments		June 30, 2011
Entertainment		$	11	$	(5)	$	6
Cable Networks			2		—		2
Publishing			2		—		2
Local Broadcasting			26		(8)		18
Outdoor			16		(8)		8
	Total	$	57	$	(21)	$	36

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Programming and Other Inventory (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Programming and Other Inventory Details [Abstract]
Program rights	$ 1,031	$ 1,372
Television programming:
Released (including acquired libraries)	404	534
In process and other	51	119
Theatrical programming:
Released	22	29
In process and other	8	26
Publishing, primarily finished goods	67	69
Other	1	1
Total programming and other inventory	1,584	2,150
Less current portion	360	725
Total noncurrent programming and other inventory	$ 1,224	$ 1,425

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2011

Significant Accounting Policies [Abstract]

Use of Estimates, Policy [Policy Text Block]

Use of Estimates—The preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) 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 revenues and 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 under different assumptions or conditions.

Earnings Per Share Policy [Policy Text Block]

Net Earnings per Common Share—Basic earnings per share (“EPS”) is based upon net earnings 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”) and market-based performance share units (“PSUs”) only in the periods in which such effect would have been dilutive.

Collaborative Arrangement, Policy [Policy Text Block]

Collaborative Arrangements—Collaborative arrangements primarily consist of joint efforts with third parties to produce and distribute programming such as television series and live sporting events, including the new 14-year agreement between the Company and Turner Broadcasting System, Inc. to telecast the NCAA Division I Men's Basketball Championship (“NCAA Tournament”), which began in 2011. In connection with this agreement for the NCAA Tournament, advertisements aired on CBS Television Network are recorded as revenues and the Company's share of the program rights fees and other operating costs are recorded as operating expenses.

For episodic television programming, co-production costs are initially capitalized as programming inventory and amortized over the television series estimated economic life. In such arrangements where the Company has distribution rights, all proceeds generated from such distribution are recorded as revenues and any participation profits due to third party collaborators are recorded as operating expenses. In co-production arrangements where third party collaborators have distribution rights, the Company's net participating profits are recorded as revenues.

Revenue Recognition Multiple Element Arrangements, Policy [Policy Text Block]

Revenue Arrangements with Multiple Deliverables

On January 1, 2011, the Company adopted the Financial Accounting Standards Board's (“FASB”)revised guidance on revenue arrangements with multiple deliverables. This guidance revises the criteria for separating and allocating consideration for each deliverable in a multiple-deliverable arrangement and establishes a hierarchy for determining the selling price of each deliverable. Under the guidance, revenues are allocated based on the relative selling price of each deliverable. The selling price used for each deliverable will be based on the Company-specific objective evidence if available, third party evidence if Company-specific evidence is not available, or estimated selling price for the stand-alone sale of the deliverable if neither Company-specific objective evidence nor third party evidence is available. The adoption of this guidance did not have a material effect on the Company's consolidated financial statements.

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Consolidated Statements Of Operations (USD $) In Millions, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues	$ 3,586	$ 3,331	$ 7,096	$ 6,862
Expenses:
Operating	2,030	2,077	4,306	4,641
Selling, general and administrative	683	673	1,341	1,289
Restructuring charges	0	2	0	59
Depreciation and amortization	139	144	278	285
Total expenses	2,852	2,896	5,925	6,274
Operating income	734	435	1,171	588
Interest expense	(110)	(134)	(220)	(272)
Interest income	1	2	3	3
Loss on early extinguishment of debt	0	(41)	0	(38)
Other items, net	5	(14)	14	(27)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies	630	248	968	254
(Provision) benefit for income taxes	(230)	(91)	(352)	(112)
Equity in loss of investee companies, net of tax	(5)	(7)	(19)	(18)
Net earnings	$ 395	$ 150	$ 597	$ 124
Basic net earnings per common share (in dollars per share)	$ 0.59	$ 0.22	$ 0.89	$ 0.18
Diluted net earnings per common share (in dollars per share)	$ 0.58	$ 0.22	$ 0.87	$ 0.18
Basic weighted average number of common shares outstanding	669	679	671	678
Diluted weighted average number of common shares outstanding	686	693	689	693
Dividends per common share (in dollars per share)	$ 0.10	$ 0.05	$ 0.15	$ 0.10

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Bank Financing and Debt (Details) (USD $)	3 Months Ended			6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Mar. 31, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Bank Financing And Debt Details [Abstract]
Senior debt (4.30% - 8.875% due 2012 - 2056)	$ 5,927,000,000			$ 5,927,000,000		$ 5,929,000,000
Other notes	4,000,000			4,000,000		2,000,000
Obligations under capital leases	85,000,000			85,000,000		90,000,000
Less current portion	31,000,000			31,000,000		27,000,000
Total long-term debt from continuing operations, net of current portion	5,964,000,000			5,964,000,000		5,973,000,000
Total Debt [Line Items]
Total debt	6,016,000,000			6,016,000,000		6,021,000,000
Bank Financing And Debt Parenthetical [Abstract]
Minimum interest rate of senior debt				4.30%
Maximum interest rate of senior debt				8.875%
Earliest maturity date of senior debt				2012
Latest maturity date of senior debt				2056
Net unamortized premium (discount) on senior debt	2,000,000			2,000,000		1,000,000
Increase in carrying value of debt relating to previously settled fair value hedges	79,000,000			79,000,000		83,000,000
Face value of senior debt	5,850,000,000			5,850,000,000		5,850,000,000
Senior debt not guaranteed by CBS Operations Inc.	52,000,000			52,000,000
Debt Issuances					500,000,000
Repayment of debt instrument		920,000,000			940,000,000
Loss on early extinguishment of debt	0	41,000,000		0	38,000,000
Credit Facility [Abstract]
Maximum borrowing capacity under the credit facility	2,000,000,000			2,000,000,000
Availability Under the Credit Facility	1,980,000,000			1,980,000,000
Accounts Receivable Securitization [Abstract]
Amount outstanding under accounts receivable securitization program			0
Decrease to accounts receivable securitization program			400,000,000	0	400,000,000
Continuing Operations [Member]
Total Debt [Line Items]
Total debt	5,995,000,000			5,995,000,000		6,000,000,000
Discontinued Operations [Member]
Total Debt [Line Items]
Total debt	$ 21,000,000			$ 21,000,000		$ 21,000,000
Maximum Consolidated Leverage Ratio [Member]
Debt Covenants [Line Items]
Credit Facility covenant description				4.0x
Minimum Consolidated Coverage Ratio [Member]
Debt Covenants [Line Items]
Credit Facility covenant description				3.0x
Consolidated Leverage Ratio [Member]
Debt Covenants [Line Items]
Credit Facility covenant compliance				1.9x
Consolidated Coverage Ratio [Member]
Debt Covenants [Line Items]
Credit Facility covenant compliance				7.0x

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Condensed Consolidating Financials (Details) (USD $) In Millions	1 Months Ended	3 Months Ended			6 Months Ended		12 Months Ended
	Jul. 31, 2011	Jun. 30, 2011	Jun. 30, 2010	Mar. 31, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010	Dec. 31, 2009
Condensed Consolidating Statement Of Operations [Abstract]
Revenues		$ 3,586	$ 3,331		$ 7,096	$ 6,862
Expenses:
Operating		2,030	2,077		4,306	4,641
Selling, general and administrative		683	673		1,341	1,289
Restructuring charges		0	2		0	59	81	23
Depreciation and amortization		139	144		278	285
Total expenses		2,852	2,896		5,925	6,274
Operating income (loss)		734	435		1,171	588
Interest (expense) income, net		(109)	(132)		(217)	(269)
Loss on early extinguishment of debt		0	(41)		0	(38)
Other items, net		5	(14)		14	(27)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		630	248		968	254
(Provision) benefit for income taxes		(230)	(91)		(352)	(112)
Equity in earnings (loss) of investee companies, net of tax		(5)	(7)		(19)	(18)
Net earnings		395	150		597	124
ASSETS
Cash and cash equivalents		1,346	838		1,346	838	480	717
Receivables, net		3,024			3,024		3,248
Programming and other inventory (Note 4)		360			360		725
Prepaid expenses and other current assets		965			965		882
Total current assets		5,695			5,695		5,335
Property and equipment		5,147			5,147		5,105
Less accumulated depreciation and amortization		2,552			2,552		2,411
Net property and equipment		2,595			2,595		2,694
Programming and other inventory (Note 4)		1,224			1,224		1,425
Goodwill		8,622			8,622		8,524
Intangible assets (Note 3)		6,577			6,577		6,624
Investments in consolidated subsidiaries		0			0		0
Other assets		1,516			1,516		1,541
Intercompany		0			0		0
Total Assets		26,229			26,229		26,143
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		372			372		439
Participants' share and royalties payable		1,018			1,018		943
Program rights		572			572		601
Current portion of long-term debt (Note 6)		31			31		27
Accrued expenses and other current liabilities		1,938			1,938		2,016
Total current liabilities		3,931			3,931		4,026
Long-term debt		5,964			5,964		5,973
Other liabilities		6,386			6,386		6,323
Intercompany		0			0		0
Stockholders' Equity
Preferred Stock		0			0		0
Common Stock		1			1		1
Additional paid-in capital		43,436			43,436		43,443
Retained earnings (deficit)		(29,051)			(29,051)		(29,648)
Accumulated other comprehensive income (loss)		(252)			(252)		(286)
Stockholders' equity including treasury stock		14,134			14,134		13,510
Less treasury stock, at cost		4,186			4,186		3,689
Total Stockholders' Equity		9,948			9,948		9,821
Total Liabilities and Stockholders' Equity		26,229			26,229		26,143
Condensed Consolidating Statement Of Cash Flows [Abstract]
Net cash flow (used for) provided by operating activities					1,594	1,251
Investing Activities:
Acquisitions, net of cash acquired					(55)	(8)
Capital expenditures		(54)	(59)		(95)	(100)
Investments in and advances to investee companies					(42)	(41)
Proceeds from dispositions					13	1
Other investing activities					8	0
Net cash flow provided by (used for) investing activities					(171)	(148)
Financing Activities:
Proceeds from issuance of notes					4	497
Repayment of notes and debentures					(2)	(976)
Payment of capital lease obligations					(9)	(8)
Dividends	(67)	(36)			(73)	(74)
Purchase of Company common stock					(578)	(36)
Proceeds from exercise of stock options					45	3
Excess tax benefit from stock-based compensation					61	12
Decrease to accounts receivable securitization program (Note 6)				(400)	0	(400)
Other financing activities					(5)	0
Increase (decrease) in intercompany payables					0	0
Net cash flow provided by (used for) financing activities					(557)	(982)
Net increase (decrease) in cash and cash equivalents					866	121
Cash and cash equivalents at beginning of period	1,346			717	480	717	717
Cash and cash equivalents at end of period		1,346	838		1,346	838	480	717
CBS Corp. [Member]
Condensed Consolidating Statement Of Operations [Abstract]
Revenues		31	33		63	66
Expenses:
Operating		16	16		34	32
Selling, general and administrative		28	34		56	69
Restructuring charges			0			0
Depreciation and amortization		2	2		3	3
Total expenses		46	52		93	104
Operating income (loss)		(15)	(19)		(30)	(38)
Interest (expense) income, net		(131)	(146)		(260)	(294)
Loss on early extinguishment of debt			(41)			(38)
Other items, net		0	(1)		1	(1)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		(146)	(207)		(289)	(371)
(Provision) benefit for income taxes		56	76		104	102
Equity in earnings (loss) of investee companies, net of tax		485	281		782	393
Net earnings		395	150		597	124
ASSETS
Cash and cash equivalents		916	472		916	472
Receivables, net		23			23		30
Programming and other inventory (Note 4)		4			4		4
Prepaid expenses and other current assets		106			106		50
Total current assets		1,049			1,049		189
Property and equipment		43			43		43
Less accumulated depreciation and amortization		11			11		10
Net property and equipment		32			32		33
Programming and other inventory (Note 4)		6			6		7
Goodwill		98			98		98
Intangible assets (Note 3)		255			255		255
Investments in consolidated subsidiaries		35,344			35,344		34,562
Other assets		219			219		243
Intercompany		0			0		0
Total Assets		37,003			37,003		35,387
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		4			4		18
Participants' share and royalties payable		0			0		0
Program rights		5			5		5
Current portion of long-term debt (Note 6)		8			8		8
Accrued expenses and other current liabilities		333			333		260
Total current liabilities		350			350		291
Long-term debt		5,846			5,846		5,849
Other liabilities		3,320			3,320		3,412
Intercompany		17,539			17,539		16,014
Stockholders' Equity
Preferred Stock		0			0		0
Common Stock		1			1		1
Additional paid-in capital		43,436			43,436		43,443
Retained earnings (deficit)		(29,051)			(29,051)		(29,648)
Accumulated other comprehensive income (loss)		(252)			(252)		(286)
Stockholders' equity including treasury stock		14,134			14,134		13,510
Less treasury stock, at cost		4,186			4,186		3,689
Total Stockholders' Equity		9,948			9,948		9,821
Total Liabilities and Stockholders' Equity		37,003			37,003		35,387
Condensed Consolidating Statement Of Cash Flows [Abstract]
Net cash flow (used for) provided by operating activities					(362)	(280)
Investing Activities:
Acquisitions, net of cash acquired					0	0
Capital expenditures					0	0
Investments in and advances to investee companies					0	0
Proceeds from dispositions					0	0
Other investing activities					0
Net cash flow provided by (used for) investing activities					0	0
Financing Activities:
Proceeds from issuance of notes					0	497
Repayment of notes and debentures					0	(975)
Payment of capital lease obligations					0	0
Dividends					(73)	(74)
Purchase of Company common stock					(578)	(36)
Proceeds from exercise of stock options					45	3
Excess tax benefit from stock-based compensation					61	12
Decrease to accounts receivable securitization program (Note 6)						0
Other financing activities					(5)
Increase (decrease) in intercompany payables					1,723	1,077
Net cash flow provided by (used for) financing activities					1,173	504
Net increase (decrease) in cash and cash equivalents					811	224
Cash and cash equivalents at beginning of period				248	105	248	248
Cash and cash equivalents at end of period		916	472		916	472
CBS Operations Inc. [Member]
Condensed Consolidating Statement Of Operations [Abstract]
Revenues		45	32		73	61
Expenses:
Operating		36	25		58	50
Selling, general and administrative		65	62		122	106
Restructuring charges			0			0
Depreciation and amortization		4	3		8	6
Total expenses		105	90		188	162
Operating income (loss)		(60)	(58)		(115)	(101)
Interest (expense) income, net		(83)	(75)		(167)	(157)
Loss on early extinguishment of debt			0			0
Other items, net		1	8		(1)	10
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		(142)	(125)		(283)	(248)
(Provision) benefit for income taxes		54	44		102	91
Equity in earnings (loss) of investee companies, net of tax		472	145		720	315
Net earnings		384	64		539	158
ASSETS
Cash and cash equivalents		1	0		1	0
Receivables, net		35			35		27
Programming and other inventory (Note 4)		5			5		5
Prepaid expenses and other current assets		94			94		91
Total current assets		135			135		124
Property and equipment		94			94		91
Less accumulated depreciation and amortization		52			52		45
Net property and equipment		42			42		46
Programming and other inventory (Note 4)		62			62		104
Goodwill		62			62		62
Intangible assets (Note 3)		0			0		0
Investments in consolidated subsidiaries		7,446			7,446		6,727
Other assets		14			14		14
Intercompany		4,226			4,226		4,419
Total Assets		11,987			11,987		11,496
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		5			5		17
Participants' share and royalties payable		26			26		19
Program rights		4			4		5
Current portion of long-term debt (Note 6)		0			0		0
Accrued expenses and other current liabilities		244			244		293
Total current liabilities		279			279		334
Long-term debt		0			0		0
Other liabilities		410			410		403
Intercompany		0			0		0
Stockholders' Equity
Preferred Stock		0			0		0
Common Stock		123			123		123
Additional paid-in capital		0			0		0
Retained earnings (deficit)		11,506			11,506		10,967
Accumulated other comprehensive income (loss)		0			0		0
Stockholders' equity including treasury stock		11,629			11,629		11,090
Less treasury stock, at cost		331			331		331
Total Stockholders' Equity		11,298			11,298		10,759
Total Liabilities and Stockholders' Equity		11,987			11,987		11,496
Condensed Consolidating Statement Of Cash Flows [Abstract]
Net cash flow (used for) provided by operating activities					(130)	(143)
Investing Activities:
Acquisitions, net of cash acquired					0	0
Capital expenditures					(3)	(4)
Investments in and advances to investee companies					0	0
Proceeds from dispositions					0	0
Other investing activities					8
Net cash flow provided by (used for) investing activities					5	(4)
Financing Activities:
Proceeds from issuance of notes					0	0
Repayment of notes and debentures					0	0
Payment of capital lease obligations					0	0
Dividends					0	0
Purchase of Company common stock					0	0
Proceeds from exercise of stock options					0	0
Excess tax benefit from stock-based compensation					0	0
Decrease to accounts receivable securitization program (Note 6)						0
Other financing activities					0
Increase (decrease) in intercompany payables					125	147
Net cash flow provided by (used for) financing activities					125	147
Net increase (decrease) in cash and cash equivalents					0	0
Cash and cash equivalents at beginning of period				0	1	0	0
Cash and cash equivalents at end of period		1	0		1	0
Non-Guarantor Affiliates [Member]
Condensed Consolidating Statement Of Operations [Abstract]
Revenues		3,510	3,266		6,960	6,735
Expenses:
Operating		1,978	2,036		4,214	4,559
Selling, general and administrative		590	577		1,163	1,114
Restructuring charges			2			59
Depreciation and amortization		133	139		267	276
Total expenses		2,701	2,754		5,644	6,008
Operating income (loss)		809	512		1,316	727
Interest (expense) income, net		105	89		210	182
Loss on early extinguishment of debt			0			0
Other items, net		4	(21)		14	(36)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		918	580		1,540	873
(Provision) benefit for income taxes		(340)	(211)		(558)	(305)
Equity in earnings (loss) of investee companies, net of tax		(5)	(7)		(19)	(18)
Net earnings		573	362		963	550
ASSETS
Cash and cash equivalents		429	366		429	366
Receivables, net		2,966			2,966		3,191
Programming and other inventory (Note 4)		351			351		716
Prepaid expenses and other current assets		784			784		754
Total current assets		4,530			4,530		5,035
Property and equipment		5,010			5,010		4,971
Less accumulated depreciation and amortization		2,489			2,489		2,356
Net property and equipment		2,521			2,521		2,615
Programming and other inventory (Note 4)		1,156			1,156		1,314
Goodwill		8,462			8,462		8,364
Intangible assets (Note 3)		6,322			6,322		6,369
Investments in consolidated subsidiaries		0			0		0
Other assets		1,283			1,283		1,284
Intercompany		13,614			13,614		11,906
Total Assets		37,888			37,888		36,887
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		363			363		404
Participants' share and royalties payable		992			992		924
Program rights		563			563		591
Current portion of long-term debt (Note 6)		23			23		19
Accrued expenses and other current liabilities		1,380			1,380		1,477
Total current liabilities		3,321			3,321		3,415
Long-term debt		118			118		124
Other liabilities		2,659			2,659		2,511
Intercompany		0			0		0
Stockholders' Equity
Preferred Stock		128			128		128
Common Stock		1,136			1,136		1,136
Additional paid-in capital		61,435			61,435		61,435
Retained earnings (deficit)		(26,411)			(26,411)		(27,374)
Accumulated other comprehensive income (loss)		302			302		312
Stockholders' equity including treasury stock		36,590			36,590		35,637
Less treasury stock, at cost		4,800			4,800		4,800
Total Stockholders' Equity		31,790			31,790		30,837
Total Liabilities and Stockholders' Equity		37,888			37,888		36,887
Condensed Consolidating Statement Of Cash Flows [Abstract]
Net cash flow (used for) provided by operating activities					2,086	1,674
Investing Activities:
Acquisitions, net of cash acquired					(55)	(8)
Capital expenditures					(92)	(96)
Investments in and advances to investee companies					(42)	(41)
Proceeds from dispositions					13	1
Other investing activities					0
Net cash flow provided by (used for) investing activities					(176)	(144)
Financing Activities:
Proceeds from issuance of notes					4	0
Repayment of notes and debentures					(2)	(1)
Payment of capital lease obligations					(9)	(8)
Dividends					0	0
Purchase of Company common stock					0	0
Proceeds from exercise of stock options					0	0
Excess tax benefit from stock-based compensation					0	0
Decrease to accounts receivable securitization program (Note 6)						(400)
Other financing activities					0
Increase (decrease) in intercompany payables					(1,848)	(1,224)
Net cash flow provided by (used for) financing activities					(1,855)	(1,633)
Net increase (decrease) in cash and cash equivalents					55	(103)
Cash and cash equivalents at beginning of period				469	374	469	469
Cash and cash equivalents at end of period		429	366		429	366
Eliminations [Member]
Condensed Consolidating Statement Of Operations [Abstract]
Revenues		0	0		0	0
Expenses:
Operating		0	0		0	0
Selling, general and administrative		0	0		0	0
Restructuring charges			0			0
Depreciation and amortization		0	0		0	0
Total expenses		0	0		0	0
Operating income (loss)		0	0		0	0
Interest (expense) income, net		0	0		0	0
Loss on early extinguishment of debt			0			0
Other items, net		0	0		0	0
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		0	0		0	0
(Provision) benefit for income taxes		0	0		0	0
Equity in earnings (loss) of investee companies, net of tax		(957)	(426)		(1,502)	(708)
Net earnings		(957)	(426)		(1,502)	(708)
ASSETS
Cash and cash equivalents		0	0		0	0
Receivables, net		0			0		0
Programming and other inventory (Note 4)		0			0		0
Prepaid expenses and other current assets		(19)			(19)		(13)
Total current assets		(19)			(19)		(13)
Property and equipment		0			0		0
Less accumulated depreciation and amortization		0			0		0
Net property and equipment		0			0		0
Programming and other inventory (Note 4)		0			0		0
Goodwill		0			0		0
Intangible assets (Note 3)		0			0		0
Investments in consolidated subsidiaries		(42,790)			(42,790)		(41,289)
Other assets		0			0		0
Intercompany		(17,840)			(17,840)		(16,325)
Total Assets		(60,649)			(60,649)		(57,627)
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		0			0		0
Participants' share and royalties payable		0			0		0
Program rights		0			0		0
Current portion of long-term debt (Note 6)		0			0		0
Accrued expenses and other current liabilities		(19)			(19)		(14)
Total current liabilities		(19)			(19)		(14)
Long-term debt		0			0		0
Other liabilities		(3)			(3)		(3)
Intercompany		(17,539)			(17,539)		(16,014)
Stockholders' Equity
Preferred Stock		(128)			(128)		(128)
Common Stock		(1,259)			(1,259)		(1,259)
Additional paid-in capital		(61,435)			(61,435)		(61,435)
Retained earnings (deficit)		14,905			14,905		16,407
Accumulated other comprehensive income (loss)		(302)			(302)		(312)
Stockholders' equity including treasury stock		(48,219)			(48,219)		(46,727)
Less treasury stock, at cost		(5,131)			(5,131)		(5,131)
Total Stockholders' Equity		(43,088)			(43,088)		(41,596)
Total Liabilities and Stockholders' Equity		(60,649)			(60,649)		(57,627)
Condensed Consolidating Statement Of Cash Flows [Abstract]
Net cash flow (used for) provided by operating activities					0	0
Investing Activities:
Acquisitions, net of cash acquired					0	0
Capital expenditures					0	0
Investments in and advances to investee companies					0	0
Proceeds from dispositions					0	0
Other investing activities					0
Net cash flow provided by (used for) investing activities					0	0
Financing Activities:
Proceeds from issuance of notes					0	0
Repayment of notes and debentures					0	0
Payment of capital lease obligations					0	0
Dividends					0	0
Purchase of Company common stock					0	0
Proceeds from exercise of stock options					0	0
Excess tax benefit from stock-based compensation					0	0
Decrease to accounts receivable securitization program (Note 6)						0
Other financing activities					0
Increase (decrease) in intercompany payables					0	0
Net cash flow provided by (used for) financing activities					0	0
Net increase (decrease) in cash and cash equivalents					0	0
Cash and cash equivalents at beginning of period				0	0	0	0
Cash and cash equivalents at end of period		$ 0	$ 0		$ 0	$ 0

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Pension and other Postretirement Benefits (Details) (USD $) In Millions	1 Months Ended	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended
	Jul. 31, 2011	Jun. 30, 2011 Pension Benefits [Member]	Jun. 30, 2010 Pension Benefits [Member]	Jun. 30, 2011 Pension Benefits [Member]	Jun. 30, 2010 Pension Benefits [Member]	Jun. 30, 2011 Postretirement Benefits [Member]	Jun. 30, 2010 Postretirement Benefits [Member]	Jun. 30, 2011 Postretirement Benefits [Member]	Jun. 30, 2010 Postretirement Benefits [Member]
Components Of Net Periodic Cost Details [Abstract]
Service cost		$ 9	$ 8	$ 18	$ 16	$ 0	$ 0	$ 0	$ 0
Interest cost		62	67	124	134	9	10	18	21
Expected return on plan assets		(60)	(57)	(119)	(114)	0	0	0	0
Amortization of actuarial loss (gain)		16	18	32	36	(3)	(2)	(5)	(5)
Net periodic cost		27	36	55	72	6	8	13	16
Pension Contributions [Abstract]
Discretionary pension contributions	$ 200