10-Q

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 September 30, 2012

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                          to                         

Commission File Number 001-09553

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

Delaware (State or other jurisdiction of incorporation or organization)	04-2949533 (I.R.S. Employer Identification No.)
51 W. 52nd Street, New York, New York (Address of principal executive offices)	10019 (Zip Code)

(212) 975-4321
Registrant's telephone number, including area code

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

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

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

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

Number of shares of common stock outstanding at October 31, 2012:

        Class A Common Stock, par value $.001 per share—43,205,460

        Class B Common Stock, par value $.001 per share—592,182,509

CBS CORPORATION
INDEX TO FORM 10-Q

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2012 and September 30, 2011	3
	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended September 30, 2012 and September 30, 2011	4
	Consolidated Balance Sheets (Unaudited) at September 30, 2012 and December 31, 2011	5
	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2012 and September 30, 2011	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Results of Operations and Financial Condition.	31
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 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	57
Item 6.	Exhibits.	58

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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 September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues	$	3,418		$	3,365		$	10,818		$	10,461
Expenses:
Operating		1,841			1,810			6,179			6,116
Selling, general and administrative		679			718			2,056			2,059
Impairment charges (Note 3)		—			—			11			—
Depreciation and amortization		127			134			390			412
Total expenses		2,647			2,662			8,636			8,587
Operating income		771			703			2,182			1,874
Interest expense		(95	)		(110	)		(309	)		(330	)
Interest income		2			2			5			5
Net loss on early extinguishment of debt (Note 6)		(57	)		—			(32	)		—
Other items, net		3			(21	)		12			(7	)
Earnings before income taxes and equity in loss of investee companies		624			574			1,858			1,542
Provision for income taxes		(219	)		(217	)		(647	)		(569	)
Equity in loss of investee companies, net of tax		(14	)		(19	)		(30	)		(38	)
Net earnings	$	391		$	338		$	1,181		$	935
Basic net earnings per common share	$	..61		$	..51		$	1.83		$	1.40
Diluted net earnings per common share	$	..60		$	..50		$	1.78		$	1.36
Weighted average number of common shares outstanding:
Basic		640			659			645			667
Diluted		656			675			662			685
Dividends per common share	$	..12		$	..10		$	..32		$	..25

See notes to consolidated financial statements.

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CBS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited; in millions)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2012		2011			2012		2011
Net earnings	$	391	$	338		$	1,181	$	935
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments		21		(26	)		10		(7	)
Amortization of net actuarial loss		8		7			23		22
Unrealized gain (loss) on securities		1		(2	)		2		(2	)
Total other comprehensive income (loss), net of tax		30		(21	)		35		13
Comprehensive income	$	421	$	317		$	1,216	$	948

See notes to consolidated financial statements.

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CBS CORPORATION AND SUBSIDIARIES

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

	At September 30, 2012			At December 31, 2011
ASSETS
Current Assets:
Cash and cash equivalents	$	947		$	660
Receivables, less allowances of $103 (2012) and $114 (2011)		3,202			3,254
Programming and other inventory (Note 4)		685			735
Deferred income tax assets, net		318			319
Prepaid income taxes		46			10
Prepaid expenses		263			213
Other current assets		312			343
Current assets of discontinued operations		15			9
Total current assets		5,788			5,543
Property and equipment:
Land		330			329
Buildings		718			714
Capital leases		193			200
Advertising structures		2,129			2,069
Equipment and other		2,054			2,022
		5,424			5,334
Less accumulated depreciation and amortization		3,052			2,824
Net property and equipment		2,372			2,510
Programming and other inventory (Note 4)		1,467			1,496
Goodwill		8,606			8,620
Intangible assets (Note 3)		6,483			6,526
Other assets		1,617			1,434
Assets of discontinued operations		59			68
Total Assets	$	26,392		$	26,197
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	345		$	410
Accrued compensation		295			403
Participants' share and royalties payable		847			938
Program rights		506			577
Deferred revenue		239			253
Current portion of long-term debt (Note 6)		20			24
Accrued expenses and other current liabilities		1,401			1,316
Current liabilities of discontinued operations		10			12
Total current liabilities		3,663			3,933
Long-term debt (Note 6)		5,907			5,958
Pension and postretirement benefit obligations		1,809			1,839
Deferred income tax liabilities, net		1,276			1,025
Other liabilities		3,270			3,351
Liabilities of discontinued operations		178			183
Commitments and contingencies (Note 10)
Stockholders' Equity:
Class A Common Stock, par value $.001 per share; 375 shares authorized; 43 (2012) and 44 (2011) shares issued		—			—
Class B Common Stock, par value $.001 per share; 5,000 shares authorized; 783 (2012) and 769 (2011) shares issued		1			1
Additional paid-in capital		43,429			43,395
Accumulated deficit		(27,162	)		(28,343	)
Accumulated other comprehensive loss		(404	)		(439	)
		15,864			14,614
Less treasury stock, at cost; 189 (2012) and 162 (2011) Class B shares		5,575			4,706
Total Stockholders' Equity		10,289			9,908
Total Liabilities and Stockholders' Equity	$	26,392		$	26,197

See notes to consolidated financial statements.

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CBS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)

	Nine Months Ended September 30,
	2012			2011
Operating Activities:
Net earnings	$	1,181		$	935
Adjustments to reconcile net earnings to net cash flow provided by operating activities:
Depreciation and amortization		390			412
Stock-based compensation		119			110
Impairment charges		11			—
Redemption of debt		(28	)		—
Equity in loss of investee companies, net of tax and distributions		33			40
Change in assets and liabilities, net of effects of acquisitions		(226	)		183
Net cash flow provided by operating activities		1,480			1,680
Investing Activities:
Acquisitions, net of cash acquired		(70	)		(73	)
Capital expenditures		(152	)		(152	)
Investments in and advances to investee companies		(54	)		(45	)
Proceeds from sale of investments		11			8
Proceeds from dispositions		46			13
Net cash flow used for investing activities		(219	)		(249	)
Financing Activities:
Proceeds from issuance of notes		1,567			4
Repayment of notes		(1,583	)		(2	)
Payment of capital lease obligations		(15	)		(14	)
Payment of contingent consideration		(33	)		—
Dividends		(199	)		(140	)
Purchase of Company common stock		(839	)		(850	)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation		(105	)		(81	)
Proceeds from exercise of stock options		140			58
Excess tax benefit from stock-based compensation		93			66
Other financing activities		—			(5	)
Net cash flow used for financing activities		(974	)		(964	)
Net increase in cash and cash equivalents		287			467
Cash and cash equivalents at beginning of period		660			480
Cash and cash equivalents at end of period	$	947		$	947
Supplemental disclosure of cash flow information
Cash paid for interest (including premium on early extinguishment of debt)	$	365		$	313
Cash paid for income taxes	$	353		$	171

See notes to consolidated financial statements.

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CBS CORPORATION AND SUBSIDIARIES

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

1) 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, and CBS Global Distribution Group; 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, 2011.

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 ("GAAP") 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 nine months ended September 30, 2012, stock options to purchase 3 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 nine months ended September 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.

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CBS CORPORATION AND SUBSIDIARIES

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2012		2011		2012		2011
Weighted average shares for basic EPS		640		659		645		667
Dilutive effect of shares issuable under stock-based compensation plans		16		16		17		18
Weighted average shares for diluted EPS		656		675		662		685

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

Additional Paid-In Capital—For the nine months ended September 30, 2012 and 2011, the Company recorded dividends of $210 million and $170 million, respectively, as a reduction to additional paid-in capital as the Company had an accumulated deficit balance.

Adoption of New Accounting Standards

Fair Value Measurements

During the first quarter of 2012, the Company adopted the Financial Accounting Standards Board's ("FASB") amended guidance which 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 did not have a material effect on the Company's consolidated financial statements.

Recent Pronouncements

Impairment Analysis of Unamortized Film Costs

In October 2012, the FASB issued amended guidance on impairment assessments of unamortized film costs, which is effective for impairment assessments performed on or after December 15, 2012, with early adoption permitted. This guidance eliminates the presumption that the conditions leading to the write-off of unamortized film costs after the balance sheet date existed as of the balance sheet date. The guidance also eliminates the requirement that fair value measurements used in the impairment analysis include the consideration of subsequent evidence, if such information would not have been considered by market participants at the measurement date.

Testing Indefinite-Lived Intangible Assets for Impairment

In July 2012, the FASB issued amended guidance on testing indefinite-lived intangible assets for impairment, effective for interim and annual impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. Under this guidance, the Company has the option to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If based on this assessment, the Company concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then performing the quantitative

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CBS CORPORATION AND SUBSIDIARIES

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

impairment test is unnecessary. The Company early adopted this guidance for its annual impairment test in the fourth quarter of 2012.

2) STOCK-BASED COMPENSATION

The following table summarizes the Company's stock-based compensation expense for the three and nine months ended September 30, 2012 and 2011.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
RSUs and PSUs	$	28		$	25		$	88		$	77
Stock options and equivalents		10			10			31			33
Stock-based compensation expense, before income taxes		38			35			119			110
Related tax benefit		(15	)		(14	)		(46	)		(44	)
Stock-based compensation expense, net of tax benefit	$	23		$	21		$	73		$	66

During the nine months ended September 30, 2012, the Company granted 5 million RSUs with a weighted average per unit grant date fair value of $30.16. RSU grants during the first nine months of 2012 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 nine months ended September 30, 2012, the Company also granted 3 million stock options with a weighted average exercise price of $29.44. Stock option grants during the first nine months of 2012 generally vest over a three-to-four-year service period and expire eight years from the date of grant.

Total unrecognized compensation cost related to non-vested RSUs at September 30, 2012 was $198 million, which is expected to be expensed over a weighted average period of 2.4 years. Total unrecognized compensation cost related to non-vested stock option awards at September 30, 2012 was $68 million, which is expected to be expensed over a weighted average period of 2.4 years.

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CBS CORPORATION AND SUBSIDIARIES

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

3) GOODWILL AND OTHER INTANGIBLE ASSETS

The Company's intangible assets were as follows:

At September 30, 2012	Gross		Accumulated Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements	$	895	$	(630	)	$	265
Franchise agreements		489		(313	)		176
Other intangible assets		288		(186	)		102
Total intangible assets subject to amortization		1,672		(1,129	)		543
FCC licenses		5,771		—			5,771
Trade names		169		—			169
Total intangible assets	$	7,612	$	(1,129	)	$	6,483

At December 31, 2011	Gross		Accumulated Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements	$	882	$	(590	)	$	292
Franchise agreements		487		(292	)		195
Other intangible assets		376		(244	)		132
Total intangible assets subject to amortization		1,745		(1,126	)		619
FCC licenses		5,738		—			5,738
Trade names		169		—			169
Total intangible assets	$	7,652	$	(1,126	)	$	6,526

Amortization expense was $25 million and $31 million for the three months ended September 30, 2012 and 2011, respectively, and $80 million and $94 million for the nine months ended September 30, 2012 and 2011, respectively.

The Company expects its aggregate annual amortization expense for existing intangible assets subject to amortization for each of the years, 2012 through 2016, to be as follows:

	2012		2013		2014		2015		2016
Amortization expense	$	104	$	90	$	80	$	69	$	59

In April 2012, the Company signed an agreement for the sale of its five owned radio stations in West Palm Beach for $50 million. During the first quarter of 2012, in connection with the sale, the Company recorded a pre-tax noncash impairment charge of $11 million to reduce the carrying value of the allocated goodwill.

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CBS CORPORATION AND SUBSIDIARIES

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

4) PROGRAMMING AND OTHER INVENTORY

	At September 30, 2012		At December 31, 2011
Program rights	$	1,228	$	1,333
Television programming:
Released (including acquired libraries)		580		628
In process and other		229		170
Theatrical programming:
Released		17		15
In process and other		32		25
Publishing, primarily finished goods		65		59
Other		1		1
Total programming and other inventory		2,152		2,231
Less current portion		685		735
Total noncurrent programming and other inventory	$	1,467	$	1,496

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 September 30, 2012, 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.    As part of its normal course of business, the Company enters into transactions with Viacom Inc. and its subsidiaries. Through its Entertainment segment, the Company licenses its television products and leases its production facilities to Viacom Inc.'s media networks businesses. In addition, the Company recognizes revenues for advertising spending placed by various subsidiaries of Viacom Inc. Viacom Inc. also distributes certain of the Company's television products in the home entertainment market. The Company's total revenues from these transactions were $50 million and $72 million for the three months ended September 30, 2012 and 2011, respectively, and $184 million and $211 million for the nine months ended September 30, 2012 and 2011, respectively.

The Company places advertisements with, leases production facilities from, and purchases other goods and services from various subsidiaries of Viacom Inc. The total amounts for these transactions were $8 million and $6 million for the three months ended September 30, 2012 and 2011, respectively, and $17 million and $16 million for the nine months ended September 30, 2012 and 2011, respectively.

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CBS CORPORATION AND SUBSIDIARIES

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

The following table presents the amounts due from Viacom Inc. in the normal course of business as reflected on the Company's Consolidated Balance Sheets. Amounts due to Viacom Inc. were not material at September 30, 2012 and December 31, 2011.

	At September 30, 2012		At December 31, 2011
Receivables	$	120	$	102
Other assets (Receivables, noncurrent)		157		198
Total amounts due from Viacom Inc.	$	277	$	300

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 joint ventures were $31 million and $30 million for the three months ended September 30, 2012 and 2011, respectively, and $102 million and $93 million for the nine months ended September 30, 2012 and 2011, 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.

6) BANK FINANCING AND DEBT

The following table sets forth the Company's debt.

	At September 30, 2012		At December 31, 2011
Senior debt (1.95% – 8.875% due 2012 – 2056) (a)	$	5,863	$	5,925
Obligations under capital leases		77		78
Total debt		5,940		6,003
Less discontinued operations debt (b)		13		21
Total debt from continuing operations		5,927		5,982
Less current portion		20		24
Total long-term debt from continuing operations, net of current portion	$	5,907	$	5,958

(a)

At September 30, 2012 and December 31, 2011, the senior debt balances included (i) a net unamortized (discount) premium of $(17) million and $4 million, respectively, and (ii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $24 million and $75 million, respectively. The face value of the Company's senior debt was $5.86 billion at September 30, 2012 and $5.85 billion at December 31, 2011.



(b)

Included in noncurrent 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., has no guarantor.

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CBS CORPORATION AND SUBSIDIARIES

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

For the nine months ended September 30, 2012, debt issuances and redemptions were as follows:

Debt Issuances

June 2012, $400 million 1.95% senior notes due 2017
June 2012, $500 million 4.85% senior notes due 2042
February 2012, $700 million 3.375% senior notes due 2022

Debt Redemptions

Third quarter

$152 million 8.625% debentures due 2012
$338 million 5.625% senior notes due 2012
$400 million 8.20% senior notes due 2014

First quarter

$700 million 6.75% senior notes due 2056

These redemptions resulted in a pre-tax loss on early extinguishment of debt of $57 million for the third quarter of 2012 and a pre-tax net loss on early extinguishment of debt of $32 million for the nine months ended September 30, 2012.

Credit Facility

At September 30, 2012, 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 September 30, 2012, the Company's Consolidated Leverage Ratio was approximately 1.6x and Consolidated Coverage Ratio was approximately 9.0x.

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 noncash 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 September 30, 2012, the Company had no commercial paper borrowings under its $2.0 billion commercial paper program. At September 30, 2012, the remaining availability under the Credit Facility, net of outstanding letters of credit, was $1.99 billion.

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CBS CORPORATION AND SUBSIDIARIES

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

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 September 30,	2012			2011			2012			2011
Components of net periodic cost:
Service cost	$	9		$	9		$	—		$	—
Interest cost		61			62			8			9
Expected return on plan assets		(62	)		(60	)		—			—
Amortization of actuarial losses (gains)		18			16			(4	)		(3	)
Net periodic cost	$	26		$	27		$	4		$	6

	Pension Benefits						Postretirement Benefits
Nine Months Ended September 30,	2012			2011			2012			2011
Components of net periodic cost:
Service cost	$	27		$	27		$	—		$	—
Interest cost		183			186			24			27
Expected return on plan assets		(186	)		(179	)		—			—
Amortization of actuarial losses (gains)		54			48			(12	)		(8	)
Net periodic cost	$	78		$	82		$	12		$	19

8) STOCKHOLDERS' EQUITY

During the nine months ended September 30, 2012, the Company repurchased 27.0 million shares of CBS Corp. Class B Common Stock for $871 million, at an average cost of $32.26 per share, of which 8.6 million shares were repurchased in the third quarter for $300 million. Since the inception of the share repurchase program in January 2011 through September 30, 2012, the Company has repurchased 69.2 million shares of its Class B Common Stock for $1.89 billion, at an average cost of $27.31 per share, leaving $2.81 billion of authorization remaining at September 30, 2012.

On July 26, 2012, the Company announced a 20% increase in the quarterly cash dividend on its Class A and Class B Common Stock to $.12 per share from $.10 per share, payable on October 1, 2012. The total third quarter 2012 dividend was $78 million of which $77 million was paid on October 1, 2012 and $1 million was accrued to be paid upon vesting of RSUs. Total dividends for the nine months ended September 30, 2012 were $210 million.

-14-

CBS CORPORATION AND SUBSIDIARIES

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

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 was $219 million and $217 million for the three months ended September 30, 2012 and 2011, respectively, reflecting an effective income tax rate of 35.1% and 37.8%, respectively. For the nine months ended September 30, 2012, the provision for income taxes increased to $647 million from $569 million for the comparable prior-year period, principally driven by the increase in earnings before income taxes. The effective income tax rate was 34.8% for the nine months ended September 30, 2012 versus 36.9% for the comparable prior-year period. The decrease in the effective income tax rate for both the three and nine months ended September 30, 2012 primarily reflects lower state and foreign income tax rates.

The Company is currently under examination by the IRS for the years 2008, 2009 and 2010. 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 September 30, 2012, the outstanding letters of credit and surety bonds approximated $439 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 GAAP.

Legal Matters

E-books Matters.    A number of lawsuits described below are pending against the following parties relating to the sale of e-books: Apple Inc., Hachette Book Group, Inc., HarperCollins Publishers, LLC, Holtzbrinck Publishers LLC d/b/a Macmillan, Penguin Group (USA) Inc. and the Company's subsidiary, Simon & Schuster, Inc. (collectively, the "Publishing parties").

On April 10, 2012, for purposes of settlement and without any admission of wrongdoing or liability, Simon & Schuster and two of the other Publishing parties entered into a settlement stipulation and proposed final judgment (the "Stipulation") with the United States Department of Justice (the "DOJ") in connection with the DOJ's investigations of agency distribution of e-books. In furtherance of this settlement, on April 11, 2012, the DOJ filed an antitrust action in the United States District Court for the Southern District of New York against the Publishing parties and concurrently filed the Stipulation

-15-

CBS CORPORATION AND SUBSIDIARIES

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

with the court. On September 7, 2012, the Stipulation was approved by the court and final judgment was entered. The Stipulation does not involve any monetary payments by Simon & Schuster, but will require the adoption of certain business practices for a 24 month period and certain compliance practices for a five year period.

On June 11, 2012, for purposes of settlement and without any admission of wrongdoing or liability, Simon & Schuster entered into a proposed settlement agreement to resolve the antitrust action filed by a number of states and the Commonwealth of Puerto Rico against several of the Publishing parties in the United States District Court for the Western District of Texas, which was transferred to the United States District Court for the Southern District of New York ("States") on April 30, 2012. The proposed settlement provides that, certain Publishing parties, including Simon & Schuster, will pay agreed upon amounts for consumer restitution, among other things, and also requires the adoption of certain business and compliance practices, which are substantially similar to those described in the Stipulation with the DOJ. The proposed settlement is subject to court approval. On September 14, 2012, the court granted preliminary approval of the proposed settlement, which all states (except Minnesota), the District Columbia and the United States territories joined. On October 15, 2012, Simon & Schuster paid the agreed upon amounts into an escrow account pending final court approval. The court is scheduled to conduct a final settlement approval hearing on February 8, 2013. The Company believes that this settlement with the States and the Stipulation with the DOJ will not have a material adverse effect on its results of operations, financial position or cash flows.

On December 9, 2011, the United States Judicial Panel on Multidistrict Litigation (the "MDL") issued an order consolidating in the United States District Court for the Southern District of New York various purported class action suits that private litigants had filed in federal courts in California and New York. On January 20, 2012, the plaintiffs filed a consolidated amended class action complaint with the court against the Publishing parties. These private litigant plaintiffs, who are e-book purchasers, allege that, among other things, the defendants are in violation of federal and/or state antitrust laws in connection with the sale of e-books pursuant to agency distribution arrangements between each of the publishers and e-book retailers. The consolidated amended class action complaint generally seeks multiple forms of damages for the purchase of e-books and injunctive and other relief. On March 2, 2012, the Publishing parties filed a motion to dismiss this action. On May 15, 2012, the court denied the motion to dismiss. The Company believes that the States' settlement, if approved by the court, would likely resolve the class claims of those private litigant plaintiffs in the MDL litigation who reside in the areas covered by the States' settlement and who do not opt-out of such settlement.

Commencing on February 24, 2012, similar antitrust suits have been filed under Canadian law against the Publishing parties by private litigants in Canada, purportedly as class actions. Simon & Schuster intends to vigorously defend itself in the MDL and Canadian matters.

In addition, the European Commission (the "EC") and Canadian Competition Bureau are conducting separate competition investigations of agency distribution arrangements of e-books in this industry and Simon & Schuster is cooperating with these investigations. On September 19, 2012, the EC began accepting public comment on the terms of a proposed settlement. The proposed settlement between the EC and certain Publishing parties, including Simon & Schuster, requires the adoption of certain business and compliance practices similar to those described in the Stipulation with the DOJ, subject to public comment.

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

-16-

CBS CORPORATION AND SUBSIDIARIES

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

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 September 30, 2012, the Company had pending approximately 46,060 asbestos claims, as compared with approximately 50,090 as of December 31, 2011 and 50,120 as of September 30, 2011. During the third quarter of 2012, the Company received approximately 1,100 new claims and closed or moved to an inactive docket approximately 1,060 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 2011 and 2010 for settlement and defense of asbestos claims after insurance recoveries and net of tax benefits were approximately $33 million and $14 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.

General.    On an ongoing basis, the Company vigorously defends itself in numerous lawsuits and proceedings and responds to various investigations and inquiries from federal, state and local authorities (collectively, "litigation"). Litigation may be brought against the Company without merit, 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

-17-

CBS CORPORATION AND SUBSIDIARIES

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

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.

11) RESTRUCTURING CHARGES

During the year ended December 31, 2011, in a continued effort to reduce its cost structure, the Company initiated restructuring plans, which primarily included relocation or closure of certain business activities, as well as other exit activities. As a result, the Company recorded restructuring charges of $46 million, reflecting $34 million of costs associated with exiting contractual obligations and $12 million of severance costs. During the year ended December 31, 2010, the Company recorded restructuring charges of $81 million, reflecting $66 million of severance costs and $15 million of costs associated with exiting contractual obligations. As of September 30, 2012, the cumulative amount paid for the 2011 and 2010 restructuring charges was $98 million, of which $74 million was for the severance costs and $24 million was related to costs associated with exiting contractual obligations. The Company expects to substantially utilize the remaining reserves by the end of 2013.

	Balance at December 31, 2011		2012 Payments			Balance at September 30, 2012
Entertainment	$	42	$	(17	)	$	25
Cable Networks		1		—			1
Publishing		2		(2	)		—
Local Broadcasting		2		—			2
Outdoor		5		(4	)		1
Total	$	52	$	(23	)	$	29

12) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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 September 30, 2012 and December 31, 2011. 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

-18-

CBS CORPORATION AND SUBSIDIARIES

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

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 September 30, 2012	Level 1		Level 2		Level 3		Total
Assets:
Investments	$	67	$	—	$	—	$	67
Foreign currency hedges		—		1		—		1
Total Assets	$	67	$	1	$	—	$	68
Liabilities:
Deferred compensation	$	—	$	192	$	—	$	192
Foreign currency hedges		—		3		—		3
Total Liabilities	$	—	$	195	$	—	$	195

At December 31, 2011	Level 1		Level 2		Level 3		Total
Assets:
Investments	$	61	$	—	$	—	$	61
Foreign currency hedges		—		4		—		4
Total Assets	$	61	$	4	$	—	$	65
Liabilities:
Deferred compensation	$	—	$	173	$	—	$	173
Total Liabilities	$	—	$	173	$	—	$	173

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.

The Company's carrying value of financial instruments approximates fair value, except for differences with respect to the notes and debentures. At September 30, 2012 and December 31, 2011, the carrying value of the senior debt was $5.86 billion and $5.93 billion, respectively, and the fair value, which is estimated, based on quoted market prices for similar liabilities (Level 2) and includes accrued interest, was $7.31 billion and $6.86 billion, respectively.

-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 September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues:
Entertainment	$	1,680		$	1,632		$	5,705		$	5,462
Cable Networks		436			420			1,334			1,226
Publishing		210			220			575			558
Local Broadcasting		661			656			1,987			1,968
Outdoor		486			477			1,383			1,380
Eliminations		(55	)		(40	)		(166	)		(133	)
Total Revenues	$	3,418		$	3,365		$	10,818		$	10,461

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 September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Intercompany Revenues:
Entertainment	$	42	$	27	$	139	$	101
Local Broadcasting		5		6		14		15
Outdoor		8		7		13		17
Total Intercompany Revenues	$	55	$	40	$	166	$	133

The Company presents segment operating income (loss) before depreciation and amortization and impairment charges ("Segment OIBDA before Impairment Charges" or "Segment OIBDA" if there is no impairment charge) 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 before Impairment Charges 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

-20-

CBS CORPORATION AND SUBSIDIARIES

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

Company's management and enhances their ability to understand the Company's operating performance.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Segment OIBDA before Impairment Charges:
Entertainment	$	384		$	405		$	1,221		$	1,113
Cable Networks		227			203			626			532
Publishing		39			38			58			64
Local Broadcasting		213			184			632			583
Outdoor		99			80			245			215
Corporate		(53	)		(55	)		(163	)		(164	)
Residual costs		(12	)		(19	)		(36	)		(56	)
Eliminations		1			1			—			(1	)
OIBDA before Impairment Charges		898			837			2,583			2,286
Impairment charges		—			—			(11	)		—
Depreciation and amortization		(127	)		(134	)		(390	)		(412	)
Total Operating Income		771			703			2,182			1,874
Interest expense		(95	)		(110	)		(309	)		(330	)
Interest income		2			2			5			5
Net loss on early extinguishment of debt		(57	)		—			(32	)		—
Other items, net		3			(21	)		12			(7	)
Earnings before income taxes and equity in loss of investee companies		624			574			1,858			1,542
Provision for income taxes		(219	)		(217	)		(647	)		(569	)
Equity in loss of investee companies, net of tax		(14	)		(19	)		(30	)		(38	)
Net earnings	$	391		$	338		$	1,181		$	935

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Operating Income (Loss):
Entertainment	$	346		$	366		$	1,101		$	996
Cable Networks		221			197			609			515
Publishing		38			36			53			58
Local Broadcasting		190			161			553			508
Outdoor		45			21			82			35
Corporate		(58	)		(60	)		(180	)		(181	)
Residual costs		(12	)		(19	)		(36	)		(56	)
Eliminations		1			1			—			(1	)
Total Operating Income	$	771		$	703		$	2,182		$	1,874

-21-

CBS CORPORATION AND SUBSIDIARIES

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Depreciation and Amortization:
Entertainment	$	38	$	39	$	120	$	117
Cable Networks		6		6		17		17
Publishing		1		2		5		6
Local Broadcasting		23		23		68		75
Outdoor		54		59		163		180
Corporate		5		5		17		17
Total Depreciation and Amortization	$	127	$	134	$	390	$	412

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Stock-based Compensation:
Entertainment	$	13	$	11	$	40	$	35
Cable Networks		1		2		4		4
Publishing		1		—		2		2
Local Broadcasting		7		6		19		17
Outdoor		2		2		6		5
Corporate		14		14		48		47
Total Stock-based Compensation	$	38	$	35	$	119	$	110

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Capital Expenditures:
Entertainment	$	20	$	22	$	56	$	53
Cable Networks		5		3		9		8
Publishing		1		1		1		3
Local Broadcasting		14		17		38		45
Outdoor		15		12		41		38
Corporate		4		2		7		5
Total Capital Expenditures	$	59	$	57	$	152	$	152

-22-

CBS CORPORATION AND SUBSIDIARIES

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

	At September 30, 2012			At December 31, 2011
Assets:
Entertainment	$	8,522		$	8,471
Cable Networks		1,777			1,679
Publishing		996			1,091
Local Broadcasting		9,526			9,626
Outdoor		3,994			4,092
Corporate		1,644			1,262
Discontinued operations		74			77
Eliminations		(141	)		(101	)
Total Assets	$	26,392		$	26,197

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 September 30, 2012
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	36		$	32		$	3,350		$	—		$	3,418
Expenses:
Operating		19			26			1,796			—			1,841
Selling, general and administrative		21			57			601			—			679
Depreciation and amortization		1			3			123			—			127
Total expenses		41			86			2,520			—			2,647
Operating income (loss)		(5	)		(54	)		830			—			771
Interest (expense) income, net		(114	)		(88	)		109			—			(93	)
Net loss on early extinguishment of debt		(57	)		—			—			—			(57	)
Other items, net		1			(5	)		7			—			3
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		(175	)		(147	)		946			—			624
Benefit (provision) for income taxes		61			52			(332	)		—			(219	)
Equity in earnings (loss) of investee companies, net of tax		505			320			(14	)		(825	)		(14	)
Net earnings	$	391		$	225		$	600		$	(825	)	$	391
Comprehensive income	$	421		$	220		$	627		$	(847	)	$	421

-23-

CBS CORPORATION AND SUBSIDIARIES

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

	Statement of Operations For the Nine Months Ended September 30, 2012
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	103		$	156		$	10,559		$	—		$	10,818
Expenses:
Operating		53			106			6,020			—			6,179
Selling, general and administrative		64			182			1,810			—			2,056
Impairment charges		—			—			11			—			11
Depreciation and amortization		4			10			376			—			390
Total expenses		121			298			8,217			—			8,636
Operating income (loss)		(18	)		(142	)		2,342			—			2,182
Interest (expense) income, net		(366	)		(261	)		323			—			(304	)
Net loss on early extinguishment of debt		(32	)		—			—			—			(32	)
Other items, net		1			(6	)		17			—			12
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		(415	)		(409	)		2,682			—			1,858
Benefit (provision) for income taxes		146			144			(937	)		—			(647	)
Equity in earnings (loss) of investee companies, net of tax		1,450			912			(30	)		(2,362	)		(30	)
Net earnings	$	1,181		$	647		$	1,715		$	(2,362	)	$	1,181
Comprehensive income	$	1,216		$	639		$	1,735		$	(2,374	)	$	1,216

-24-

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 September 30, 2011
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	30		$	50		$	3,285		$	—		$	3,365
Expenses:
Operating		19			35			1,756			—			1,810
Selling, general and administrative		24			61			633			—			718
Depreciation and amortization		1			3			130			—			134
Total expenses		44			99			2,519			—			2,662
Operating income (loss)		(14	)		(49	)		766			—			703
Interest (expense) income, net		(129	)		(88	)		109			—			(108	)
Other items, net		(1	)		11			(31	)		—			(21	)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		(144	)		(126	)		844			—			574
Benefit (provision) for income taxes		54			47			(318	)		—			(217	)
Equity in earnings (loss) of investee companies, net of tax		428			219			(19	)		(647	)		(19	)
Net earnings	$	338		$	140		$	507		$	(647	)	$	338
Comprehensive income	$	317		$	144		$	476		$	(620	)	$	317

-25-

CBS CORPORATION AND SUBSIDIARIES

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

	Statement of Operations For the Nine Months Ended September 30, 2011
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Revenues	$	93		$	123		$	10,245		$	—		$	10,461
Expenses:
Operating		53			93			5,970			—			6,116
Selling, general and administrative		80			183			1,796			—			2,059
Depreciation and amortization		4			11			397			—			412
Total expenses		137			287			8,163			—			8,587
Operating income (loss)		(44	)		(164	)		2,082			—			1,874
Interest (expense) income, net		(389	)		(255	)		319			—			(325	)
Other items, net		—			10			(17	)		—			(7	)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		(433	)		(409	)		2,384			—			1,542
Benefit (provision) for income taxes		158			149			(876	)		—			(569	)
Equity in earnings (loss) of investee companies, net of tax		1,210			939			(38	)		(2,149	)		(38	)
Net earnings	$	935		$	679		$	1,470		$	(2,149	)	$	935
Comprehensive income	$	948		$	678		$	1,463		$	(2,141	)	$	948

-26-

CBS CORPORATION AND SUBSIDIARIES

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

	Balance Sheet At September 30, 2012
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Assets
Cash and cash equivalents	$	622		$	1		$	324		$	—		$	947
Receivables, net		20			89			3,093			—			3,202
Programming and other inventory		6			5			674			—			685
Prepaid expenses and other current assets		107			85			790			(28	)		954
Total current assets		755			180			4,881			(28	)		5,788
Property and equipment		41			107			5,276			—			5,424
Less accumulated depreciation and amortization		11			66			2,975			—			3,052
Net property and equipment		30			41			2,301			—			2,372
Programming and other inventory		4			96			1,367			—			1,467
Goodwill		98			62			8,446			—			8,606
Intangible assets		—			—			6,483			—			6,483
Investments in consolidated subsidiaries		38,226			8,883			—			(47,109	)		—
Other assets		182			20			1,474			—			1,676
Intercompany		—			3,733			16,062			(19,795	)		—
Total Assets	$	39,295		$	13,015		$	41,014		$	(66,932	)	$	26,392
Liabilities and Stockholders' Equity
Accounts payable	$	1		$	5		$	339		$	—		$	345
Participants' share and royalties payable		—			38			809			—			847
Program rights		9			4			493			—			506
Current portion of long-term debt		4			—			16			—			20
Accrued expenses and other current liabilities		352			256			1,365			(28	)		1,945
Total current liabilities		366			303			3,022			(28	)		3,663
Long-term debt		5,794			—			113			—			5,907
Other liabilities		3,051			421			3,061			—			6,533
Intercompany		19,795			—			—			(19,795	)		—
Stockholders' Equity:
Preferred Stock		—			—			128			(128	)		—
Common Stock		1			123			1,136			(1,259	)		1
Additional paid-in capital		43,429			—			61,690			(61,690	)		43,429
Retained earnings (deficit)		(27,162	)		12,507			(23,651	)		11,144			(27,162	)
Accumulated other comprehensive income (loss)		(404	)		(8	)		315			(307	)		(404	)
		15,864			12,622			39,618			(52,240	)		15,864
Less treasury stock, at cost		5,575			331			4,800			(5,131	)		5,575
Total Stockholders' Equity		10,289			12,291			34,818			(47,109	)		10,289
Total Liabilities and Stockholders' Equity	$	39,295		$	13,015		$	41,014		$	(66,932	)	$	26,392

-27-

CBS CORPORATION AND SUBSIDIARIES

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

	Balance Sheet At December 31, 2011
	CBS Corp.			CBS Operations Inc.		Non- Guarantor Affiliates			Eliminations			CBS Corp. Consolidated
Assets
Cash and cash equivalents	$	134		$	1	$	525		$	—		$	660
Receivables, net		30			54		3,170			—			3,254
Programming and other inventory		6			4		725			—			735
Prepaid expenses and other current assets		81			83		752			(22	)		894
Total current assets		251			142		5,172			(22	)		5,543
Property and equipment		46			100		5,188			—			5,334
Less accumulated depreciation and amortization		14			56		2,754			—			2,824
Net property and equipment		32			44		2,434			—			2,510
Programming and other inventory		8			125		1,363			—			1,496
Goodwill		98			62		8,460			—			8,620
Intangible assets		—			—		6,526			—			6,526
Investments in consolidated subsidiaries		36,473			7,972		—			(44,445	)		—
Other assets		223			20		1,259			—			1,502
Intercompany		—			4,022		14,103			(18,125	)		—
Total Assets	$	37,085		$	12,387	$	39,317		$	(62,592	)	$	26,197
Liabilities and Stockholders' Equity
Accounts payable	$	5		$	17	$	388		$	—		$	410
Participants' share and royalties payable		—			28		910			—			938
Program rights		7			5		565			—			577
Current portion of long-term debt		7			—		17			—			24
Accrued expenses and other current liabilities		311			279		1,417			(23	)		1,984
Total current liabilities		330			329		3,297			(23	)		3,933
Long-term debt		5,845			—		113			—			5,958
Other liabilities		3,169			406		2,824			(1	)		6,398
Intercompany		17,833			—		—			(17,833	)		—
Stockholders' Equity:
Preferred Stock		—			—		128			(128	)		—
Common Stock		1			123		1,136			(1,259	)		1
Additional paid-in capital		43,395			—		61,690			(61,690	)		43,395
Retained earnings (deficit)		(28,343	)		11,860		(25,366	)		13,506			(28,343	)
Accumulated other comprehensive income (loss)		(439	)		—		295			(295	)		(439	)
		14,614			11,983		37,883			(49,866	)		14,614
Less treasury stock, at cost		4,706			331		4,800			(5,131	)		4,706
Total Stockholders' Equity		9,908			11,652		33,083			(44,735	)		9,908
Total Liabilities and Stockholders' Equity	$	37,085		$	12,387	$	39,317		$	(62,592	)	$	26,197

-28-

CBS CORPORATION AND SUBSIDIARIES

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

	Statement of Cash Flows For the Nine Months Ended September 30, 2012
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating activities	$	(692	)	$	(167	)	$	2,339		$	—	$	1,480
Investing Activities:
Acquisitions, net of cash acquired		—			—			(70	)		—		(70	)
Capital expenditures		—			(7	)		(145	)		—		(152	)
Investments in and advances to investee companies		—			—			(54	)		—		(54	)
Proceeds from sale of investments		—			11			—			—		11
Proceeds from dispositions		—			—			46			—		46
Net cash flow provided by (used for) investing activities		—			4			(223	)		—		(219	)
Financing Activities:
Proceeds from issuance of notes		1,567			—			—			—		1,567
Repayment of notes		(1,583	)		—			—			—		(1,583	)
Payment of capital lease obligations		—			—			(15	)		—		(15	)
Payment of contingent consideration		—			—			(33	)		—		(33	)
Dividends		(199	)		—			—			—		(199	)
Purchase of Company common stock		(839	)		—			—			—		(839	)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation		(105	)		—			—			—		(105	)
Proceeds from exercise of stock options		140			—			—			—		140
Excess tax benefit from stock-based compensation		93			—			—			—		93
Increase (decrease) in intercompany		2,106			163			(2,269	)		—		—
Net cash flow provided by (used for) financing activities		1,180			163			(2,317	)		—		(974	)
Net increase (decrease) in cash and cash equivalents		488			—			(201	)		—		287
Cash and cash equivalents at beginning of period		134			1			525			—		660
Cash and cash equivalents at end of period	$	622		$	1		$	324		$	—	$	947

-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 Nine Months Ended September 30, 2011
	CBS Corp.			CBS Operations Inc.			Non- Guarantor Affiliates			Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating activities	$	(495	)	$	(164	)	$	2,339		$	—	$	1,680
Investing Activities:
Acquisitions, net of cash acquired		—			—			(73	)		—		(73	)
Capital expenditures		—			(5	)		(147	)		—		(152	)
Investments in and advances to investee companies		—			—			(45	)		—		(45	)
Proceeds from sale of investments		—			8			—			—		8
Proceeds from dispositions		—			—			13			—		13
Net cash flow provided by (used for) investing activities		—			3			(252	)		—		(249	)
Financing Activities:
Proceeds from issuance of notes		—			—			4			—		4
Repayment of notes and debentures		—			—			(2	)		—		(2	)
Payment of capital lease obligations		—			—			(14	)		—		(14	)
Dividends		(140	)		—			—			—		(140	)
Purchase of Company common stock		(850	)		—			—			—		(850	)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation		(81	)		—			—			—		(81	)
Proceeds from exercise of stock options		58			—			—			—		58
Excess tax benefit from stock-based compensation		66			—			—			—		66
Other financing activities		(5	)		—			—			—		(5	)
Increase (decrease) in intercompany		1,852			161			(2,013	)		—		—
Net cash flow provided by (used for) financing activities		900			161			(2,025	)		—		(964	)
Net increase in cash and cash equivalents		405			—			62			—		467
Cash and cash equivalents at beginning of period		105			1			374			—		480
Cash and cash equivalents at end of period	$	510		$	1		$	436		$	—	$	947

-30-

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, 2011.

Overview

The Company's strategy is to create and acquire content that is widely accepted by audiences and generate both advertising and non-advertising revenues from the distribution of this content on multiple media platforms and to various geographic locations. The Company also continues to pursue emerging opportunities in the marketplace, including licensing its content for exhibition on digital platforms; expanding the distribution of its content internationally; and securing compensation from multichannel video programming distributors ("MVPDs") and non-CBS owned television stations affiliated with the CBS Television Network. The Company's continued ability to capitalize on these and other emerging opportunities will provide it with incremental non-advertising revenues which serve to de-risk and diversify the Company's business model.

Results for the three and nine months ended September 30, 2012 benefited from the strength of the Company's content and incremental revenues generated from the aforementioned opportunities. Revenues for the third quarter of 2012 increased 2% to $3.42 billion and revenues for the nine months ended September 30, 2012 increased 3% to $10.82 billion, compared to the same prior-year periods. Revenue growth was led by increased content licensing and distribution revenues of 8% and 11% for the three and nine months ended September 30, 2012, respectively, driven by higher domestic and international syndication sales and licensing agreements for digital streaming. Affiliate and subscription fee revenues increased 12% and 9% for the three and nine months ended September 30, 2012, respectively, reflecting higher cable network and retransmission revenues, including the benefit from agreements recently entered into with several MVPDs.

Advertising revenues decreased 3% for the third quarter, principally driven by lower advertising for CBS Radio, the unfavorable impact of foreign exchange rate changes and the impact of primetime pre-emptions for the Republican and Democratic national conventions. For the nine months ended September 30, 2012, advertising revenues decreased slightly compared to the same prior-year period, principally due to the unfavorable impact of foreign exchange rate changes. During the fourth quarter of 2012, the Company expects to benefit from increased political advertising spending associated with the U.S. presidential election.

Operating income of $771 million for the third quarter of 2012 increased 10% from $703 million for the third quarter of 2011 and operating income of $2.18 billion for the nine months ended September 30, 2012 increased 16% from $1.87 billion for the same prior-year period, principally driven by the increase in revenues and higher profits on television licensing revenues. Diluted earnings per share ("EPS") for the third quarter of 2012 of $.60 increased 20% from $.50 for the third quarter of 2011 and diluted EPS of $1.78 for the nine months ended September 30, 2012 increased 31% from $1.36 for the comparable prior-year period. These increases were driven by the increase in operating income, lower interest expense due to debt refinancing during 2012 and lower weighted average shares outstanding resulting from the Company's share repurchases.

During the third quarter of 2012, the Company repaid and redeemed $890 million of its long-term debt using net proceeds from the second quarter issuance of $900 million of long-term debt. The debt redemptions resulted in a pre-tax loss on early extinguishment of debt of $57 million in the third quarter of 2012. This debt activity along with the debt activity during the first quarter of 2012, will result in annualized interest expense savings of $53 million.

-31-

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

Also during the third quarter of 2012, the Company announced that its Board of Directors approved a 20% increase in the quarterly cash dividend on the Company's common stock from $.10 to $.12 per share and a $1.7 billion increase to its share repurchase program. The Company repurchased 8.6 million shares of its Class B Common Stock during the third quarter of 2012 for $300 million, at an average cost of $34.76 per share. During the nine months ended September 30, 2012, the Company repurchased 27.0 million shares of its Class B Common Stock for $871 million at an average cost of $32.26 per share. Since inception of the share repurchase program in the first quarter of 2011 through September 30, 2012, the Company has repurchased 69.2 million shares of its Class B Common Stock for $1.89 billion, at an average cost of $27.31 per share, leaving $2.81 billion of authorization remaining.

Free cash flow for the nine months ended September 30, 2012 was $1.33 billion, compared to $1.53 billion for the same prior-year period. The Company generated cash flow from operating activities of $1.48 billion for the nine months ended September 30, 2012 versus $1.68 billion for the comparable prior-year period. These decreases primarily reflect higher investment in television content and higher income tax payments. Cash flow from operating activities for the nine months ended September 30, 2012 included payments of approximately $60 million associated with the early extinguishment of debt, primarily for make-whole premiums, while free cash flow for the same prior-year period included pension contributions of $210 million, principally to pre-fund the Company's qualified plans. 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 ("GAAP"), to free cash flow.

Consolidated Results of Operations

Three and Nine Months Ended September 30, 2012 versus Three and Nine Months Ended September 30, 2011

Revenues

The following tables present the Company's consolidated revenues by type for the three and nine months ended September 30, 2012 and 2011.

	Three Months Ended September 30,
			Percentage of Total					Percentage of Total			Increase/(Decrease)
Revenues by Type	2012					2011					$			%
Advertising	$	1,931		56	%	$	1,992		59	%	$	(61	)		(3	)%
Content licensing and distribution		931		27			863		26			68			8
Affiliate and subscription fees		496		15			442		13			54			12
Other		60		2			68		2			(8	)		(12	)
Total Revenues	$	3,418		100	%	$	3,365		100	%	$	53			2	%

-32-

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

	Nine Months Ended September 30,
			Percentage of Total					Percentage of Total			Increase/(Decrease)
Revenues by Type	2012					2011					$			%
Advertising	$	6,471		60	%	$	6,499		62	%	$	(28	)		—	%
Content licensing and distribution		2,764		26			2,483		24			281			11
Affiliate and subscription fees		1,416		13			1,297		12			119			9
Other		167		1			182		2			(15	)		(8	)
Total Revenues	$	10,818		100	%	$	10,461		100	%	$	357			3	%

Advertising revenues for the three months ended September 30, 2012 decreased $61 million, or 3%, to $1.93 billion, principally driven by lower advertising for CBS Radio, lower national advertising partly reflecting the broadcast of programming against the highly rated 2012 Summer Olympics and the impact of primetime pre-emptions for the Republican and Democratic national conventions, and the unfavorable impact of foreign exchange rate changes. Advertising revenues for the third quarter of 2012 benefited from increased political advertising and increased outdoor advertising spending in the United Kingdom associated with the 2012 Summer Olympics. For the nine months ended September 30, 2012, advertising revenues decreased slightly compared to the same prior-year period, principally due to the unfavorable impact of foreign exchange rate changes.

During the fourth quarter of 2012, the Company expects to benefit from increased political advertising spending associated with the U.S. presidential election. In addition, upfront advertising sales for the 2012/2013 television broadcast season resulted in pricing increases that are expected to positively impact revenues during the season, which runs from the middle of September 2012 through the middle of September 2013. Upfront advertising sales occur several months before the start of the season and represent a significant portion of advertising spots sold for CBS Television Network's non-sports programming. However, overall advertising revenues for the CBS Television Network will also be impacted by ratings for its programming and demand in the scatter advertising market, when advertisers purchase spots closer to the broadcast of the related programming.

Content licensing and distribution revenues for the three months ended September 30, 2012 increased $68 million, or 8%, to $931 million and for the nine months ended September 30, 2012 increased $281 million, or 11%, to $2.76 billion, primarily driven by growth in domestic and international syndication sales, and higher revenues from licensing agreements for digital streaming.

Affiliate and subscription fees increased $54 million, or 12%, to $496 million for the three months ended September 30, 2012 and increased $119 million, or 9%, to $1.42 billion for the nine months ended September 30, 2012 reflecting growth in subscriptions and rate increases at Showtime Networks, CBS Sports Network and Smithsonian Networks, higher retransmission revenues and higher fees received from the CBS Television Network's affiliated television stations. The Company recently reached agreements with several MVPDs that cover retransmission consent for the Company's owned television stations and carriage of the Company's cable networks, and entered into a long-term affiliation agreement with a television broadcasting company. These agreements, as well as the benefit from other agreements with MVPDs, are expected to contribute to incremental revenues for the remainder of 2012 and future years.

-33-

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

International Revenues

The Company generated approximately 15% of its total revenues from international regions for both the three months ended September 30, 2012 and 2011, and generated approximately 16% of its total revenues from international regions for both the nine months ended September 30, 2012 and 2011.

Operating Expenses

The following tables present the Company's consolidated operating expenses by type for the three and nine months ended September 30, 2012 and 2011.

	Three Months Ended September 30,
			Percentage of Total					Percentage of Total			Increase/(Decrease)
Operating Expenses by Type	2012					2011					$			%
Programming	$	513		28	%	$	511		28	%	$	2			—	%
Production		468		25			440		24			28			6
Billboard, transit and other occupancy		266		15			270		15			(4	)		(1	)
Participation, distribution and royalty		184		10			183		10			1			1
Other		410		22			406		23			4			1
Total Operating Expenses	$	1,841		100	%	$	1,810		100	%	$	31			2	%

	Nine Months Ended September 30,
			Percentage of Total					Percentage of Total			Increase/(Decrease)
Operating Expenses by Type	2012					2011					$			%
Programming	$	2,114		34	%	$	2,099		34	%	$	15			1	%
Production		1,507		24			1,439		23			68			5
Billboard, transit and other occupancy		776		13			785		13			(9	)		(1	)
Participation, distribution and royalty		572		9			593		10			(21	)		(4	)
Other		1,210		20			1,200		20			10			1
Total Operating Expenses	$	6,179		100	%	$	6,116		100	%	$	63			1	%

Programming expenses increased $2 million to $513 million for the three months ended September 30, 2012 and increased $15 million, or 1%, to $2.11 billion for the nine months ended September 30, 2012, primarily driven by higher television programming costs, principally for network primetime programming. This increase was partially offset by lower costs for cable theatrical programming.

Production expenses increased $28 million, or 6%, to $468 million for the three months ended September 30, 2012 and increased $68 million, or 5%, to $1.51 billion for the nine months ended September 30, 2012, primarily driven by higher production costs associated with increased revenues from television licensing arrangements. This increase was partially offset by lower music royalty costs, primarily resulting from the impact of a new long-term royalty agreement, which included a one-time retroactive benefit.

The Company expects its television production expenses to be higher for the full year 2012 as compared to 2011 reflecting a higher level of investment in its content, which is expected to generate revenues in 2012 and future years through distribution on various media platforms.

-34-

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

Billboard, transit and other occupancy expenses for the three months ended September 30, 2012 decreased $4 million, or 1%, to $266 million and for the nine months ended September 30, 2012 decreased $9 million, or 1%, to $776 million, primarily reflecting the impact of foreign exchange rate changes.

Participation, distribution and royalty expenses for the three months ended September 30, 2012 increased $1 million, or 1%, to $184 million. Participation, distribution and royalty expenses for the nine months ended September 30, 2012 decreased $21 million, or 4%, to $572 million, principally due to lower participations associated with the mix of titles licensed for syndication. This decrease was partially offset by higher advertising and other distribution costs for theatrical films.

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, decreased $39 million, or 5%, to $679 million for the three months ended September 30, 2012, primarily reflecting lower employee-related costs. For the nine months ended September 30, 2012, SG&A expenses decreased $3 million to $2.06 billion compared with the same prior-year period. Pension and postretirement benefit costs decreased $3 million to $30 million for the third quarter of 2012 and decreased $11 million to $90 million for the nine-month period versus the comparable prior-year periods, principally due to the benefit from pre-funding pension plans in 2011. SG&A expenses as a percentage of revenues for the three and nine months ended September 30, 2012 were 20% and 19%, respectively, versus 21% and 20% for the same prior-year periods.

Impairment Charges

In April 2012, the Company signed an agreement for the sale of its five owned radio stations in West Palm Beach for $50 million. During the first quarter of 2012, in connection with the sale, the Company recorded a pre-tax noncash impairment charge of $11 million to reduce the carrying value of the allocated goodwill.

Depreciation and Amortization

For the three months ended September 30, 2012, depreciation and amortization decreased $7 million, or 5%, to $127 million and for the nine months ended September 30, 2012, depreciation and amortization decreased $22 million, or 5%, to $390 million, principally reflecting lower depreciation associated with reduced capital expenditures in recent years.

Interest Expense

For the three months ended September 30, 2012, interest expense decreased $15 million to $95 million and for the nine months ended September 30, 2012, interest expense decreased $21 million to $309 million. These decreases were driven by the Company's debt refinancing during 2012. During the third quarter of 2012, the Company repaid its $152 million of 8.625% debentures upon maturity, and redeemed its $338 million of 5.625% senior notes due 2012 and its $400 million of 8.20% senior notes due 2014, using the net proceeds from the second quarter issuance of $400 million of 1.95% senior notes due 2017 and $500 million of 4.85% senior notes due 2042. During the first quarter of 2012, the Company issued $700 million of 3.375% senior notes due 2022 and used the net proceeds to redeem its

-35-

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

$700 million of 6.75% senior notes due 2056. These transactions will result in annualized interest expense savings of $53 million.

The Company had $5.93 billion of debt outstanding at September 30, 2012 and $5.99 billion at September 30, 2011, at weighted average interest rates of 6.0% and 6.9%, respectively.

Interest Income

For the three and nine months ended September 30, 2012, interest income of $2 million and $5 million, respectively, remained flat compared to the same prior-year periods.

Net Loss on Early Extinguishment of Debt

For the three months ended September 30, 2012, the loss on early extinguishment of debt of $57 million reflected a pre-tax loss associated with the redemption of the Company's $338 million of 5.625% senior notes due 2012 and $400 million of 8.20% senior notes due 2014. For the nine months ended September 30, 2012, the net loss on early extinguishment of debt of $32 million also included the pre-tax gain recognized upon the redemption of the Company's $700 million of 6.75% senior notes due 2056.

Other Items, Net

For the three and nine months ended September 30, 2012, "Other items, net" reflected income of $3 million and $12 million, respectively, primarily consisting of foreign exchange gains.

For the three and nine months ended September 30, 2011, "Other items, net" reflected losses of $21 million and $7 million, respectively, primarily consisting of foreign exchange losses.

Provision for Income Taxes

The provision for income taxes was $219 million and $217 million for the three months ended September 30, 2012 and 2011, respectively, reflecting an effective income tax rate of 35.1% and 37.8%, respectively. For the nine months ended September 30, 2012, the provision for income taxes increased to $647 million from $569 million for the comparable prior-year period, principally driven by the increase in earnings before income taxes. The effective income tax rate was 34.8% for the nine months ended September 30, 2012 versus 36.9% for the comparable prior-year period. The decrease in the effective income tax rate for both the three and nine months ended September 30, 2012 primarily reflects lower state and foreign income tax rates.

Equity in Loss of Investee Companies, Net of Tax

For the three months ended September 30, 2012, equity in loss of investee companies, net of tax, decreased $5 million to a loss of $14 million and for the nine months ended September 30, 2012, decreased $8 million to a loss of $30 million compared to the same prior-year periods, reflecting the Company's share of the operating results of its equity investments.

Net Earnings

For the three months ended September 30, 2012, net earnings of $391 million increased $53 million, or 16%, from $338 million and for the nine months ended September 30, 2012, net earnings of

-36-

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

$1.18 billion increased $246 million, or 26%, from $935 million. These increases were mainly driven by the growth in operating income.

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 because 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 a primary measure used externally by the Company's investors, analysts and industry peers for purposes of valuation and comparison of the Company's operating performance 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, 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 that 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.

	Nine Months Ended September 30,
	2012			2011
Net cash flow provided by operating activities	$	1,480		$	1,680
Capital expenditures		(152	)		(152	)
Free cash flow	$	1,328		$	1,528

-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 and impairment charges ("Segment OIBDA before Impairment Charges" or "Segment OIBDA" if there is no impairment charge), operating income (loss), and depreciation and amortization by segment, for the three and nine months ended September 30, 2012 and 2011. The Company presents Segment OIBDA before Impairment Charges (or 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 before Impairment Charges 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 before Impairment Charges to the Company's consolidated Net earnings is presented in Note 13 (Reportable Segments) to the consolidated financial statements.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues:
Entertainment	$	1,680		$	1,632		$	5,705		$	5,462
Cable Networks		436			420			1,334			1,226
Publishing		210			220			575			558
Local Broadcasting		661			656			1,987			1,968
Outdoor		486			477			1,383			1,380
Eliminations		(55	)		(40	)		(166	)		(133	)
Total Revenues	$	3,418		$	3,365		$	10,818		$	10,461

-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 September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Segment OIBDA before Impairment Charges:
Entertainment	$	384		$	405		$	1,221		$	1,113
Cable Networks		227			203			626			532
Publishing		39			38			58			64
Local Broadcasting		213			184			632			583
Outdoor		99			80			245			215
Corporate		(53	)		(55	)		(163	)		(164	)
Residual costs		(12	)		(19	)		(36	)		(56	)
Eliminations		1			1			—			(1	)
OIBDA before Impairment Charges		898			837			2,583			2,286
Impairment charges		—			—			(11	)		—
Depreciation and amortization		(127	)		(134	)		(390	)		(412	)
Total Operating Income	$	771		$	703		$	2,182		$	1,874
Operating Income (Loss):
Entertainment	$	346		$	366		$	1,101		$	996
Cable Networks		221			197			609			515
Publishing		38			36			53			58
Local Broadcasting		190			161			553			508
Outdoor		45			21			82			35
Corporate		(58	)		(60	)		(180	)		(181	)
Residual costs		(12	)		(19	)		(36	)		(56	)
Eliminations		1			1			—			(1	)
Total Operating Income	$	771		$	703		$	2,182		$	1,874
Depreciation and Amortization:
Entertainment	$	38		$	39		$	120		$	117
Cable Networks		6			6			17			17
Publishing		1			2			5			6
Local Broadcasting		23			23			68			75
Outdoor		54			59			163			180
Corporate		5			5			17			17
Total Depreciation and Amortization	$	127		$	134		$	390		$	412

-39-

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

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

(Contributed 49% and 53% to consolidated revenues for the three and nine months ended September 30, 2012, respectively, versus 48% and 52% for the comparable prior-year periods.)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues	$	1,680		$	1,632		$	5,705		$	5,462
OIBDA	$	384		$	405		$	1,221		$	1,113
Depreciation and amortization		(38	)		(39	)		(120	)		(117	)
Operating income	$	346		$	366		$	1,101		$	996
OIBDA as a % of revenues		23	%		25	%		21	%		20	%
Operating income as a % of revenues		21	%		22	%		19	%		18	%
Capital expenditures	$	20		$	22		$	56		$	53

Three Months Ended September 30, 2012 and 2011

For the three months ended September 30, 2012, Entertainment revenues increased 3% to $1.68 billion from $1.63 billion for the same prior-year period principally reflecting 22% higher revenues from the licensing of television programming, driven by higher domestic and international syndication sales and license agreements for digital streaming. The revenue increase also reflects higher retransmission revenues. Advertising revenues were down from last year's third quarter, primarily resulting from the broadcast of programming against the highly rated 2012 Summer Olympics and the impact of primetime pre-emptions for the Republican and Democratic national conventions.

For the three months ended September 30, 2012, Entertainment operating income decreased $20 million, or 5%, to $346 million from $366 million and OIBDA decreased $21 million, or 5%, to $384 million from $405 million for the same prior-year period, driven by costs associated with the timing of theatrical releases and the mix of revenues.

Nine Months Ended September 30, 2012 and 2011

For the nine months ended September 30, 2012, Entertainment revenues increased 4% to $5.71 billion from $5.46 billion for the same prior-year period principally reflecting higher revenues from the licensing of television programming, driven by licensing agreements for digital streaming and domestic and international syndication sales, as well as higher retransmission revenues. Advertising revenues for the nine months ended September 30, 2012 remained relatively flat with the same prior year period.

For the nine months ended September 30, 2012, Entertainment operating income increased $105 million, or 11%, to $1.10 billion from $996 million and OIBDA increased $108 million, or 10%, to $1.22 billion from $1.11 billion for the same prior-year period, primarily driven by the increase in revenues.

-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 13% and 12% to consolidated revenues for the three and nine months ended September 30, 2012, respectively, versus 12% for each of the comparable prior-year periods.)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues	$	436		$	420		$	1,334		$	1,226
OIBDA	$	227		$	203		$	626		$	532
Depreciation and amortization		(6	)		(6	)		(17	)		(17	)
Operating income	$	221		$	197		$	609		$	515
OIBDA as a % of revenues		52	%		48	%		47	%		43	%
Operating income as a % of revenues		51	%		47	%		46	%		42	%
Capital expenditures	$	5		$	3		$	9		$	8

Three Months Ended September 30, 2012 and 2011

For the three months ended September 30, 2012, Cable Networks revenues increased 4% to $436 million from $420 million for the same prior-year period primarily driven by higher affiliate revenues reflecting rate increases and growth in subscriptions at Showtime Networks, CBS Sports Network and Smithsonian Networks. As of September 30, 2012 subscriptions totaled 76 million for Showtime Networks, including Showtime, The Movie Channel and Flix, 46 million for CBS Sports Network and 16 million for Smithsonian Networks. Television license fee revenues were down for the third quarter of 2012, reflecting the timing of revenues from the digital streaming of Showtime original series. Television license fee revenues are recognized at the beginning of the license period in which programs are made available for exhibition, which may cause substantial fluctuations in operating results and impact comparability on a quarterly basis.

For the three months ended September 30, 2012, Cable Networks operating income increased $24 million, or 12%, to $221 million from $197 million and OIBDA increased $24 million, or 12%, to $227 million from $203 million for the same prior-year period. These increases were primarily driven by the growth in affiliate revenues.

Nine Months Ended September 30, 2012 and 2011

For the nine months ended September 30, 2012, Cable Networks revenues increased 9% to $1.33 billion from $1.23 billion for the same prior-year period driven by higher affiliate revenues, reflecting rate increases and growth in subscriptions at Showtime Networks, CBS Sports Network and Smithsonian Networks, as well as higher licensing revenues from digital streaming of Showtime original series.

For the nine months ended September 30, 2012, Cable Networks operating income increased $94 million, or 18%, to $609 million from $515 million and OIBDA increased $94 million, or 18%, to $626 million from $532 million for the same prior-year period, primarily due to the revenue growth.

-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 6% and 5% to consolidated revenues for the three and nine months ended September 30, 2012, respectively, versus 7% and 5% for the comparable prior-year periods.)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues	$	210		$	220		$	575		$	558
OIBDA	$	39		$	38		$	58		$	64
Depreciation and amortization		(1	)		(2	)		(5	)		(6	)
Operating income	$	38		$	36		$	53		$	58
OIBDA as a % of revenues		19	%		17	%		10	%		11	%
Operating income as a % of revenues		18	%		16	%		9	%		10	%
Capital expenditures	$	1		$	1		$	1		$	3

Three Months Ended September 30, 2012 and 2011

For the three months ended September 30, 2012, Publishing revenues decreased 5% to $210 million from $220 million for the same prior-year period as strong growth in digital book sales was more than offset by lower print book sales. Digital book sales increased 20% from the same prior-year period and represented 21% of Publishing's total revenues for the third quarter of 2012. Best-selling titles in the third quarter included Total Recall by Arnold Schwarzenegger and Black List by Brad Thor.

For the three months ended September 30, 2012, Publishing operating income increased $2 million, or 6%, to $38 million from $36 million and OIBDA increased $1 million, or 3%, to $39 million from $38 million for the same prior-year period, principally driven by growth in more profitable digital book sales as a percentage of total revenues.

Nine Months Ended September 30, 2012 and 2011

For the nine months ended September 30, 2012, Publishing revenues increased 3% to $575 million from $558 million for the same prior-year period reflecting strong growth in digital book sales, partially offset by lower print book sales.

For the nine months ended September 30, 2012, Publishing operating income decreased $5 million, or 9%, to $53 million from $58 million and OIBDA decreased $6 million, or 9%, to $58 million from $64 million for the same prior-year period as the revenue growth was more than offset by a second quarter charge related to a settlement agreement to resolve the e-books antitrust action covering a number of states, the District of Columbia and United States territories.

-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 nine months ended September 30, 2012, respectively, versus 19% for each of the comparable prior-year periods.)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues	$	661		$	656		$	1,987		$	1,968
OIBDA before impairment charges	$	213		$	184		$	632		$	583
Impairment charges		—			—			(11	)		—
Depreciation and amortization		(23	)		(23	)		(68	)		(75	)
Operating income	$	190		$	161		$	553		$	508
OIBDA before impairment charges as a % of revenues		32	%		28	%		32	%		30	%
Operating income as a % of revenues		29	%		25	%		28	%		26	%
Capital expenditures	$	14		$	17		$	38		$	45

Three Months Ended September 30, 2012 and 2011

For the three months ended September 30, 2012, Local Broadcasting revenues increased 1% to $661 million from $656 million for the same prior-year period. CBS Television Stations revenues increased 7%. Political advertising, advertising spending by automotive manufacturers, and retransmission revenues increased, while advertising spending by the retail and financial services industries decreased for the third quarter of 2012 as compared to the same prior-year period. CBS Radio revenues decreased 5% as advertising spending by the retail and financial services industries decreased, while spending by automotive manufacturers was higher compared with the same prior-year period. Results for the fourth quarter of 2012 are expected to benefit from increased political advertising associated with the U.S. presidential election.

For the three months ended September 30, 2012, Local Broadcasting operating income increased $29 million, or 18%, to $190 million from $161 million and OIBDA increased $29 million, or 16%, to $213 million from $184 million for the same prior-year period reflecting lower programming and production costs and lower music royalty costs resulting from the impact of a new long-term royalty agreement, which included a one-time retroactive benefit.

-43-

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

Nine Months Ended September 30, 2012 and 2011

For the nine months ended September 30, 2012, Local Broadcasting revenues increased 1% to $1.99 billion from $1.97 billion for the same prior-year period, reflecting higher political advertising, increased advertising spending by the automotive industry and higher retransmission revenues. These increases were partially offset by lower advertising spending by the financial services and retail industries. CBS Television Stations revenues increased 5% from the same prior-year period, while CBS Radio revenues decreased 3%.

For the nine months ended September 30, 2012, Local Broadcasting operating income increased $45 million, or 9%, to $553 million from $508 million. Included in 2012 operating income was a pre-tax noncash impairment charge of $11 million to reduce the carrying value of the allocated goodwill in connection with the sale of certain radio stations. Local Broadcasting OIBDA before impairment charges increased $49 million, or 8%, to $632 million from $583 million for the same prior-year period, primarily driven by the revenue growth, lower programming and production costs, and lower music royalty costs.

Acquisitions

In October 2012, the Company signed an agreement to purchase 101.9 FM, a radio station in New York, for $75 million. The transaction is subject to customary closing conditions. Prior to closing, the Company is operating the station under a Local Marketing Agreement, with a simulcast of the Company's Sports Radio 66 WFAN-AM. The call letters for this new station have been changed to WFAN-FM.

On March 30, 2012, the Company completed the acquisition of WLNY-TV, an independent television station in Long Island, New York.

On January 25, 2012, the Company completed the acquisition of WFSI-FM (now known as WLZL-FM), a radio station in the Washington, D.C. area.

Dispositions

In April 2012, the Company signed an agreement for the sale of its five owned radio stations in West Palm Beach for $50 million. During the first quarter of 2012, in connection with the sale, the Company recorded a pre-tax noncash impairment charge of $11 million to reduce the carrying value of the allocated goodwill.

-44-

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

Outdoor (CBS Outdoor)

(Contributed 14% and 13% to consolidated revenues for the three and nine months ended September 30, 2012, respectively, versus 14% and 13% for the comparable prior-year periods.)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues	$	486		$	477		$	1,383		$	1,380
OIBDA	$	99		$	80		$	245		$	215
Depreciation and amortization		(54	)		(59	)		(163	)		(180	)
Operating income	$	45		$	21		$	82		$	35
OIBDA as a % of revenues		20	%		17	%		18	%		16	%
Operating income as a % of revenues		9	%		4	%		6	%		3	%
Capital expenditures	$	15		$	12		$	41		$	38

Three Months Ended September 30, 2012 and 2011

For the three months ended September 30, 2012, Outdoor revenues increased 2% to $486 million from $477 million for the same prior-year period, primarily driven by increased revenues in the United Kingdom and the U.S., partially offset by the unfavorable impact of foreign exchange rate changes of approximately $11 million. In constant dollars, Outdoor revenues increased 5% compared to the third quarter of 2011. Revenues for the Americas (comprising North America and South America) increased 1% in constant dollars, principally driven by 5% growth in the U.S. billboards and displays businesses. The nonrenewal of the Toronto transit contract negatively affected the Americas revenue comparison by two percentage points. Revenues for Europe increased 14% in constant dollars, primarily reflecting increased advertising revenues in the United Kingdom associated with the 2012 Summer Olympics in London. This growth was partially offset by softness in the European economy and the nonrenewal of certain contracts. Approximately 41% and 42% of Outdoor revenues were generated from regions outside the U.S. for the three months ended September 30, 2012 and 2011, respectively.

For the three months ended September 30, 2012, Outdoor operating income increased $24 million to $45 million from $21 million and OIBDA increased $19 million, or 24%, to $99 million from $80 million for the same prior-year period. These increases were principally driven by the revenue growth in constant dollars.

Nine Months Ended September 30, 2012 and 2011

For the nine months ended September 30, 2012, Outdoor revenues increased $3 million to $1.38 billion, primarily driven by increased advertising revenues in the U.S. and United Kingdom, partially offset by the unfavorable impact of foreign exchange rate changes of approximately $33 million. In constant dollars, Outdoor revenues increased 3% compared to the first nine months of 2011. Revenues for the Americas increased 2% in constant dollars, principally driven by 5% growth in the U.S. billboards and displays businesses. The nonrenewal of the Toronto transit contract negatively affected the Americas revenue comparison by two percentage points. Revenues for Europe increased 4% in constant dollars principally driven by increased advertising revenues in the United Kingdom associated with the 2012 Summer Olympics in London. This increase was partially offset by the nonrenewal of certain contracts

-45-

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

and weakness in the European economy. Approximately 41% and 44% of Outdoor revenues were generated from regions outside the U.S. for the nine months ended September 30, 2012 and 2011, respectively.

For the nine months ended September 30, 2012, Outdoor operating income increased $47 million to $82 million from $35 million and OIBDA increased $30 million, or 14%, to $245 million from $215 million for the same prior-year period. These increases were principally driven by the revenue growth in constant dollars.

Due to the challenging advertising marketplace worldwide, certain transit contracts, including the London Underground contract, are operating at their minimum guarantee levels.

Corporate

For the three months ended September 30, 2012, corporate expenses decreased 3% to $58 million from $60 million for the same prior-year period, and for the nine months ended September 30, 2012, corporate expenses decreased 1% to $180 million from $181 million for the same prior-year period principally reflecting lower employee related costs.

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 September 30, 2012, residual costs decreased 37% to $12 million from $19 million for the same prior-year period and for the nine months ended September 30, 2012, residual costs decreased 36% to $36 million from $56 million for the same prior-year period. These decreases were primarily due to the benefit from the pre-funding of pension plans during 2011 and lower pension-related interest cost associated with retirees.

Financial Position

Current assets increased by $245 million to $5.79 billion at September 30, 2012 from $5.54 billion at December 31, 2011, primarily due to an increase in cash of $287 million to $947 million. The allowance for doubtful accounts as a percentage of receivables decreased to 3.1% at September 30, 2012 from 3.4% at December 31, 2011.

Net property and equipment of $2.37 billion at September 30, 2012 decreased $138 million from $2.51 billion at December 31, 2011, primarily reflecting depreciation expense of $310 million, partially offset by capital expenditures of $152 million.

Intangible assets of $6.48 billion at September 30, 2012 decreased $43 million from $6.53 billion at December 31, 2011, primarily reflecting amortization expense of $80 million, partially offset by the net impact of television and radio station acquisitions and dispositions.

Other assets increased by $183 million to $1.62 billion at September 30, 2012 from $1.43 billion at December 31, 2011, primarily reflecting higher long-term receivables associated with revenues from licensing agreements for digital streaming.

Current liabilities decreased by $270 million to $3.66 billion at September 30, 2012 from $3.93 billion at December 31, 2011, primarily driven by the timing of annual incentive compensation payments and lower television programming liabilities from the seasonality of the Company's businesses.

-46-

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

Cash Flows

Cash and cash equivalents increased by $287 million and $467 million for the nine months ended September 30, 2012 and 2011, respectively. The changes in cash and cash equivalents were as follows:

	Nine Months Ended September 30,
	2012			2011
Cash provided by operating activities	$	1,480		$	1,680
Cash used for investing activities		(219	)		(249	)
Cash used for financing activities		(974	)		(964	)
Net increase in cash and cash equivalents	$	287		$	467

Operating Activities.    Cash provided by operating activities of $1.48 billion for the nine months ended September 30, 2012 decreased $200 million from $1.68 billion for the same prior-year period as the increase in operating income was more than offset by higher income tax payments and a use of cash from working capital in 2012 compared to a source of cash in 2011. The decreased impact from changes in working capital primarily reflects a higher investment in television content in 2012. Cash flow from operating activities for the nine months ended September 30, 2012 also included payments of approximately $60 million associated with the early extinguishment of debt, primarily for make-whole premiums, while cash flow from operating activities for the same prior-year period included pension contributions of $210 million, principally to pre-fund the Company's qualified pension plans.

Cash paid for income taxes for the nine months ended September 30, 2012 of $353 million increased $182 million from $171 million for the nine months ended September 30, 2011, primarily driven by higher pre-tax earnings and a tax benefit for 2011 associated with the pre-funding of the Company's pension plans.

Investing Activities.    Cash used for investing activities of $219 million for the nine months ended September 30, 2012 principally reflected capital expenditures of $152 million, payments for acquisitions of $70 million, primarily reflecting the acquisitions of a television and a radio station, and investments in investee companies of $54 million mainly for domestic and international television joint ventures. These uses of cash were partially offset by proceeds from dispositions of $46 million, primarily from radio station sales. Cash used for investing activities of $249 million for the nine months ended September 30, 2011 principally reflected capital expenditures of $152 million, payments for acquisitions of $73 million, primarily for internet businesses, and investments in investee companies of $45 million, mainly for domestic and international television joint ventures.

Financing Activities.    Cash used for financing activities of $974 million for the nine months ended September 30, 2012 principally reflected the repayment of notes of $1.58 billion, the repurchase of CBS Corp. Class B Common Stock for $839 million and dividend payments of $199 million, partially offset by proceeds from the issuance of notes of $1.57 billion and proceeds from the exercise of stock options of $140 million. Cash used for financing activities of $964 million for the nine months ended September 30, 2011 principally reflected the repurchase of CBS Corp. Class B Common Stock for $850 million and dividend payments of $140 million, partially offset by proceeds from the exercise of stock options of $58 million.

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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)

Repurchase of Company Stock and Cash Dividends

During the nine months ended September 30, 2012, the Company repurchased 27.0 million shares of CBS Corp. Class B Common Stock for $871 million, at an average cost of $32.26 per share, of which 8.6 million shares were repurchased in the third quarter for $300 million. Since the inception of the share repurchase program in January 2011 through September 30, 2012, the Company has repurchased 69.2 million shares of its Class B Common Stock for $1.89 billion, at an average cost of $27.31 per share, leaving $2.81 billion of authorization remaining at September 30, 2012.

On July 26, 2012, the Company announced a 20% increase in the quarterly cash dividend on its Class A and Class B Common Stock to $.12 per share from $.10 per share, payable on October 1, 2012. The total third quarter 2012 dividend was $78 million of which $77 million was paid on October 1, 2012 and $1 million was accrued to be paid upon vesting of RSUs. Total dividends for the nine months ended September 30, 2012 were $210 million.

Capital Structure

The following table sets forth the Company's debt.

	At September 30, 2012		At December 31, 2011
Senior debt (1.95% – 8.875% due 2012 – 2056) (a)	$	5,863	$	5,925
Obligations under capital leases		77		78
Total debt		5,940		6,003
Less discontinued operations debt (b)		13		21
Total debt from continuing operations		5,927		5,982
Less current portion		20		24
Total long-term debt from continuing operations, net of current portion	$	5,907	$	5,958

(a)

At September 30, 2012 and December 31, 2011, the senior debt balances included (i) a net unamortized (discount) premium of $(17) million and $4 million, respectively, and (ii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $24 million and $75 million, respectively. The face value of the Company's senior debt was $5.86 billion at September 30, 2012 and $5.85 billion at December 31, 2011.



(b)

Included in noncurrent liabilities of discontinued operations on the Consolidated Balance Sheets.

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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 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., has no guarantor.

For the nine months ended September 30, 2012, debt issuances and redemptions were as follows:

Debt Issuances

June 2012, $400 million 1.95% senior notes due 2017
June 2012, $500 million 4.85% senior notes due 2042
February 2012, $700 million 3.375% senior notes due 2022

Debt Redemptions

Third quarter

$152 million 8.625% debentures due 2012
$338 million 5.625% senior notes due 2012
$400 million 8.20% senior notes due 2014

First quarter

$700 million 6.75% senior notes due 2056

These redemptions resulted in a pre-tax loss on early extinguishment of debt of $57 million for the third quarter of 2012 and a pre-tax net loss on early extinguishment of debt of $32 million for the nine months ended September 30, 2012.

These transactions will result in annualized interest expense savings of $53 million.

Credit Facility

At September 30, 2012, 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 September 30, 2012, the Company's Consolidated Leverage Ratio was approximately 1.6x and Consolidated Coverage Ratio was approximately 9.0x.

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 noncash 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 September 30, 2012, the Company had no commercial paper borrowings under its $2.0 billion commercial paper program. At September 30, 2012, the remaining availability under the Credit Facility, net of outstanding letters of credit, was $1.99 billion.

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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)

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 $1.99 billion of remaining availability at September 30, 2012, and access to capital markets are sufficient to fund its operating, investing and financing requirements for the next twelve months.

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 $699 million 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 September 30, 2012, the outstanding letters of credit and surety bonds approximated $439 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 GAAP.

Legal Matters

E-books Matters.    A number of lawsuits described below are pending against the following parties relating to the sale of e-books: Apple Inc., Hachette Book Group, Inc., HarperCollins Publishers, LLC, Holtzbrinck Publishers LLC d/b/a Macmillan, Penguin Group (USA) Inc. and the Company's subsidiary, Simon & Schuster, Inc. (collectively, the "Publishing parties").

On April 10, 2012, for purposes of settlement and without any admission of wrongdoing or liability, Simon & Schuster and two of the other Publishing parties entered into a settlement stipulation and proposed final judgment (the "Stipulation") with the United States Department of Justice (the "DOJ") in connection with the DOJ's investigations of agency distribution of e-books. In furtherance of this settlement, on April 11, 2012, the DOJ filed an antitrust action in the United States District Court for the Southern District of New York against the Publishing parties and concurrently filed the Stipulation with the court. On September 7, 2012, the Stipulation was approved by the court and final judgment

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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)

was entered. The Stipulation does not involve any monetary payments by Simon & Schuster, but will require the adoption of certain business practices for a 24 month period and certain compliance practices for a five year period.

On June 11, 2012, for purposes of settlement and without any admission of wrongdoing or liability, Simon & Schuster entered into a proposed settlement agreement to resolve the antitrust action filed by a number of states and the Commonwealth of Puerto Rico against several of the Publishing parties in the United States District Court for the Western District of Texas, which was transferred to the United States District Court for the Southern District of New York ("States") on April 30, 2012. The proposed settlement provides that, certain Publishing parties, including Simon & Schuster, will pay agreed upon amounts for consumer restitution, among other things, and also requires the adoption of certain business and compliance practices, which are substantially similar to those described in the Stipulation with the DOJ. The proposed settlement is subject to court approval. On September 14, 2012, the court granted preliminary approval of the proposed settlement, which all states (except Minnesota), the District Columbia and the United States territories joined. On October 15, 2012, Simon & Schuster paid the agreed upon amounts into an escrow account pending final court approval. The court is scheduled to conduct a final settlement approval hearing on February 8, 2013. The Company believes that this settlement with the States and the Stipulation with the DOJ will not have a material adverse effect on its results of operations, financial position or cash flows.

On December 9, 2011, the United States Judicial Panel on Multidistrict Litigation (the "MDL") issued an order consolidating in the United States District Court for the Southern District of New York various purported class action suits that private litigants had filed in federal courts in California and New York. On January 20, 2012, the plaintiffs filed a consolidated amended class action complaint with the court against the Publishing parties. These private litigant plaintiffs, who are e-book purchasers, allege that, among other things, the defendants are in violation of federal and/or state antitrust laws in connection with the sale of e-books pursuant to agency distribution arrangements between each of the publishers and e-book retailers. The consolidated amended class action complaint generally seeks multiple forms of damages for the purchase of e-books and injunctive and other relief. On March 2, 2012, the Publishing parties filed a motion to dismiss this action. On May 15, 2012, the court denied the motion to dismiss. The Company believes that the States' settlement, if approved by the court, would likely resolve the class claims of those private litigant plaintiffs in the MDL litigation who reside in the areas covered by the States' settlement and who do not opt-out of such settlement.

Commencing on February 24, 2012, similar antitrust suits have been filed under Canadian law against the Publishing parties by private litigants in Canada, purportedly as class actions. Simon & Schuster intends to vigorously defend itself in the MDL and Canadian matters.

In addition, the European Commission (the "EC") and Canadian Competition Bureau are conducting separate competition investigations of agency distribution arrangements of e-books in this industry and Simon & Schuster is cooperating with these investigations. On September 19, 2012, the EC began accepting public comment on the terms of a proposed settlement. The proposed settlement between the EC and certain Publishing parties, including Simon & Schuster, requires the adoption of certain business and compliance practices similar to those described in the Stipulation with the DOJ, subject to public comment.

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,

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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)

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 September 30, 2012, the Company had pending approximately 46,060 asbestos claims, as compared with approximately 50,090 as of December 31, 2011 and 50,120 as of September 30, 2011. During the third quarter of 2012, the Company received approximately 1,100 new claims and closed or moved to an inactive docket approximately 1,060 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 2011 and 2010 for settlement and defense of asbestos claims after insurance recoveries and net of tax benefits were approximately $33 million and $14 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 costs and related damages principally relating to historical and predecessor operations of the Company. In addition, the Company from time to time receives personal injury claims including toxic tort and product liability claims (other than asbestos) arising from historical operations of the Company and its predecessors.

General.    On an ongoing basis, the Company vigorously defends itself in numerous lawsuits and proceedings and responds to various investigations and inquiries from federal, state and local

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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)

authorities (collectively, "litigation"). Litigation may be brought against the Company without merit, 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 September 30, 2012, 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.    As part of its normal course of business, the Company enters into transactions with Viacom Inc. and its subsidiaries. Through its Entertainment segment, the Company licenses its television products and leases its production facilities to Viacom Inc.'s media networks businesses. In addition, the Company recognizes revenues for advertising spending placed by various subsidiaries of Viacom Inc. Viacom Inc. also distributes certain of the Company's television products in the home entertainment market. The Company's total revenues from these transactions were $50 million and $72 million for the three months ended September 30, 2012 and 2011, respectively, and $184 million and $211 million for the nine months ended September 30, 2012 and 2011, respectively.

The Company places advertisements with, leases production facilities from, and purchases other goods and services from various subsidiaries of Viacom Inc. The total amounts for these transactions were $8 million and $6 million for the three months ended September 30, 2012 and 2011, respectively, and $17 million and $16 million for the nine months ended September 30, 2012 and 2011, respectively.

The following table presents the amounts due from Viacom Inc. in the normal course of business as reflected on the Company's Consolidated Balance Sheets. Amounts due to Viacom Inc. were not material at September 30, 2012 and December 31, 2011.

	At September 30, 2012		At December 31, 2011
Receivables	$	120	$	102
Other assets (Receivables, noncurrent)		157		198
Total amounts due from Viacom Inc.	$	277	$	300

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 joint ventures were $31 million

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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)

and $30 million for the three months ended September 30, 2012 and 2011, respectively, and $102 million and $93 million for the nine months ended September 30, 2012 and 2011, 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

Fair Value Measurements

During the first quarter of 2012, the Company adopted the FASB's amended guidance which 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 did not have a material effect on the Company's consolidated financial statements.

Recent Pronouncements

Impairment Analysis of Unamortized Film Costs

In October 2012, the FASB issued amended guidance on impairment assessments of unamortized film costs, which is effective for impairment assessments performed on or after December 15, 2012, with early adoption permitted. This guidance eliminates the presumption that the conditions leading to the write-off of unamortized film costs after the balance sheet date existed as of the balance sheet date. The guidance also eliminates the requirement that fair value measurements used in the impairment analysis include the consideration of subsequent evidence, if such information would not have been considered by market participants at the measurement date.

Testing Indefinite-Lived Intangible Assets for Impairment

In July 2012, the FASB issued amended guidance on testing indefinite-lived intangible assets for impairment, effective for interim and annual impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. Under this guidance, the Company has the option to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If based on this assessment, the Company concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then performing the quantitative impairment test is unnecessary. The Company early adopted this guidance for its annual impairment test in the fourth quarter of 2012.

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, 2011, 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

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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)

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, 2011 and in our Quarterly Reports on Form 10-Q. There 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, 2011.

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.

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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, 2011 and in Part II, Item 1. Legal Proceedings in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012.

E-books Matters.    As previously disclosed, a number of lawsuits described below are pending against the following parties relating to the sale of e-books: Apple Inc., Hachette Book Group, Inc., HarperCollins Publishers, LLC, Holtzbrinck Publishers LLC d/b/a Macmillan, Penguin Group (USA) Inc. and the Company's subsidiary, Simon & Schuster, Inc. (collectively, the "Publishing parties").

On April 10, 2012, for purposes of settlement and without any admission of wrongdoing or liability, Simon & Schuster and two of the other Publishing parties entered into a settlement stipulation and proposed final judgment (the "Stipulation") with the United States Department of Justice (the "DOJ") in connection with the DOJ's investigations of agency distribution of e-books. In furtherance of this settlement, on April 11, 2012, the DOJ filed an antitrust action in the United States District Court for the Southern District of New York against the Publishing parties and concurrently filed the Stipulation with the court. On September 7, 2012, the Stipulation was approved by the court and final judgment was entered. The Stipulation does not involve any monetary payments by Simon & Schuster, but will require the adoption of certain business practices for a 24 month period and certain compliance practices for a five year period.

On June 11, 2012, for purposes of settlement and without any admission of wrongdoing or liability, Simon & Schuster entered into a proposed settlement agreement to resolve the antitrust action filed by a number of states and the Commonwealth of Puerto Rico against several of the Publishing parties in the United States District Court for the Western District of Texas, which was transferred to the United States District Court for the Southern District of New York ("States") on April 30, 2012. The proposed settlement provides that, certain Publishing parties, including Simon & Schuster, will pay agreed upon amounts for consumer restitution, among other things, and also requires the adoption of certain business and compliance practices, which are substantially similar to those described in the Stipulation with the DOJ. The proposed settlement is subject to court approval. On September 14, 2012, the court granted preliminary approval of the proposed settlement, which all states (except Minnesota), the District of Columbia and the United States territories joined. On October 15, 2012, Simon & Schuster paid the agreed upon amounts into an escrow account pending final court approval. The court is scheduled to conduct a final settlement approval hearing on February 8, 2013. The Company believes that this settlement with the States and the Stipulation with the DOJ will not have a material adverse effect on its results of operations, financial position or cash flows.

On December 9, 2011, the United States Judicial Panel on Multidistrict Litigation (the "MDL") issued an order consolidating in the United States District Court for the Southern District of New York various purported class action suits that private litigants had filed in federal courts in California and New York. On January 20, 2012, the plaintiffs filed a consolidated amended class action complaint with the court against the Publishing parties. These private litigant plaintiffs, who are e-book purchasers, allege that, among other things, the defendants are in violation of federal and/or state antitrust laws in connection with the sale of e-books pursuant to agency distribution arrangements between each of the publishers and e-book retailers. The consolidated amended class action complaint generally seeks multiple forms of damages for the purchase of e-books and injunctive and other relief. On March 2, 2012, the Publishing parties filed a motion to dismiss this action. On May 15, 2012, the court denied the motion to dismiss. The Company believes that the States' settlement, if approved by the court,

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would likely resolve the class claims of those private litigant plaintiffs in the MDL litigation who reside in the areas covered by the States' settlement and who do not opt-out of such settlement.

Commencing on February 24, 2012, similar antitrust suits have been filed under Canadian law against the Publishing parties by private litigants in Canada, purportedly as class actions. Simon & Schuster intends to vigorously defend itself in the MDL and Canadian matters.

In addition, the European Commission (the "EC") and Canadian Competition Bureau are conducting separate competition investigations of agency distribution arrangements of e-books in this industry and Simon & Schuster is cooperating with these investigations. On September 19, 2012, the EC began accepting public comment on the terms of a proposed settlement. The proposed settlement between the EC and certain Publishing parties, including Simon & Schuster, requires the adoption of certain business and compliance practices similar to those described in the Stipulation with the DOJ, subject to public comment.

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

Company Purchases of Equity Securities

On November 4, 2010, the Company announced that its Board of Directors approved a $1.5 billion share repurchase program. On November 3, 2011, the Company announced that its Board of Directors approved a $1.5 billion increase to this share repurchase program and on July 26, 2012, the Company announced that its Board of Directors approved an additional $1.7 billion increase to this share repurchase program. Below is a summary of CBS Corp.'s purchases of its Class B Common Stock during the three months ended September 30, 2012 under this publicly announced share repurchase program.

(in millions, except per share amounts)	Total Number of Shares Purchased		Average Price Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Remaining Authorization
July 1, 2012 – July 31, 2012		2.8	$	31.84		2.8	$	3,021
August 1, 2012 – August 31, 2012		2.5	$	35.68		2.5	$	2,930
September 1, 2012 – September 30, 2012		3.3	$	36.57		3.3	$	2,811
Total		8.6	$	34.76		8.6	$	2,811

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Item 6. Exhibits.

Exhibit No.		Description of Document
	(4)		Instruments defining the rights of security holders, including indentures.
		(a)	Amended and Restated Senior Indenture dated as of November 3, 2008 ("2008 Indenture") between CBS Corporation, CBS Operations Inc., and The Bank of New York Mellon, as senior trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed by CBS Corporation on November 3, 2008 (Registration No. 333-154962) (File No. 001-09553)).
		(b)	First Supplemental Indenture to 2008 Indenture dated as of April 5, 2010 between CBS Corporation, CBS Operations Inc., and Deutsche Bank Trust Company Americas, as senior trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by CBS Corporation on April 5, 2010 (File No. 001-09553)).
			The other instruments defining the rights of holders of the long-term debt securities of CBS Corporation and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. CBS Corporation hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request.
	(10)		Material Contracts
			Employment Agreement dated October 15, 2012 between CBS Corporation and Leslie Moonves (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
			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: November 7, 2012	/s/ JOSEPH R. IANNIELLO Joseph R. Ianniello Executive Vice President and Chief Financial Officer
Date: November 7, 2012	/s/ LAWRENCE LIDING Lawrence Liding Senior Vice President, Controller and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.		Description of Document
	(4)		Instruments defining the rights of security holders, including indentures.
		(a)	Amended and Restated Senior Indenture dated as of November 3, 2008 ("2008 Indenture") between CBS Corporation, CBS Operations Inc., and The Bank of New York Mellon, as senior trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed by CBS Corporation on November 3, 2008 (Registration No. 333-154962) (File No. 001-09553)).
		(b)	First Supplemental Indenture to 2008 Indenture dated as of April 5, 2010 between CBS Corporation, CBS Operations Inc., and Deutsche Bank Trust Company Americas, as senior trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by CBS Corporation on April 5, 2010 (File No. 001-09553)).
			The other instruments defining the rights of holders of the long-term debt securities of CBS Corporation and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. CBS Corporation hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request.
	(10)		Material Contracts
			Employment Agreement dated October 15, 2012 between CBS Corporation and Leslie Moonves (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
			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

Exhibit 10

EXECUTION COPY

Mr. Leslie Moonves

c/o CBS Corporation

51 West 52nd Street

New York, NY 10019

Dear Mr. Moonves: October 15, 2012

CBS Corporation (“Employer” and, together with its subsidiaries, the “Company”), having an address at 51 West 52nd Street, New York, New York 10019, agrees to continue to employ you and you agree to accept such continued employment upon the following terms and conditions set forth in this agreement (this “Agreement”).  The parties hereto acknowledge and agree that this Agreement supersedes your existing employment agreement between the Employer and you dated February 23, 2010 (the “Prior Agreement”).

1.Term.  The term of your employment hereunder shall commence on October 15, 2012 (the “Start Date”) and shall end on the earliest of (i) June 30, 2017, (ii) the date on which your employment is terminated by Employer or you pursuant to paragraph 10 or (iii) the date of your death or the date of termination of your employment by reason of incapacity (determined in accordance with paragraph 9) (the “Employment Term”).  The period from the Start Date until June 30, 2017, regardless of any earlier termination, shall hereinafter be referred to as the “Original Employment Term.”

2.Titles and Authority.

(a)Officer Positions and Reporting Lines.  During the Employment Term, you will have the title of President and Chief Executive Officer of Employer and will have the powers, responsibilities, duties and authority customary for the chief executive officer of corporations of the size, type and nature of the Company, including, without limitation, those powers, responsibilities, duties and authority you had immediately prior to the Start Date.  During the Employment Term, you will report solely and directly to the Board of Directors of Employer (the “Board”) and, for so long as Sumner M. Redstone serves as Executive Chairman and Founder of Employer, to the Executive Chairman and Founder.  During the Employment Term, other than Sumner M. Redstone while he holds the office of Executive Chairman and Founder, you shall be the highest ranking executive of the Company (i.e., there shall be no executive of equal or higher ranking).  During the Employment Term, your duties shall include all of your duties as of the Start Date, including the public positioning of the Company, and you shall have the sole authority to cause any Company business unit or operating division head, any executive officer of Company and/or any other employee of Company, to report directly to you or another executive officer of Employer, subject to any applicable

employment agreement now existing with such head or executive officer which requires them to report directly to you or to your titled position.

(b)Service on the Board and with Subsidiaries.  You currently serve as a member of the Board.  During the Employment Term, the Board will nominate you for reelection to the Board at the expiration of each term of office, and you agree to serve as a member of the Board for each period for which you are so elected.  You shall, subject to your election as such from time to time and subject to your approval, and without additional compensation, serve during the Employment Term in such additional offices of comparable or greater stature and responsibility in the subsidiaries of Employer and as a member of any committee of the Board or of the board of directors of any of Employer’s subsidiaries, to which you may be elected, as approved by you, from time to time.

(c)Full-Time Services and Other Activities.  During the Employment Term, you agree to devote your entire business time, attention and energies to the business of the Company, except for vacations, illness or incapacity.  However, nothing in this Agreement shall preclude you from serving as a member of the board of directors of any charitable, educational, religious, entertainment industry trade, public interest or public service organization, in each instance not inconsistent with the business practices and policies of the Company, or from devoting reasonable periods of time to the activities of the aforementioned organizations or from managing your personal investments, provided that such activities do not materially interfere with the performance of your duties and responsibilities hereunder.  Except for your service on (i) the Board, (ii) the board of directors of Employer subsidiaries, (iii) the board of directors or similar governing body of your family foundation and of any other entity all of the beneficial interests of which are owned by you and/or members of your family or (iv) the board of directors of an organization as permitted by the immediately preceding sentence, you shall not serve on the board of directors or similar governing body of any business company or other business entity, excluding those on which you were already elected to serve as of the Start Date, without the prior consent of the Nominating and Governance Committee of Employer (or any successor to such committee).

(d)Location.  During the Employment Term, consistent with current and past practice, you shall render your services under this Agreement from Employer’s executive offices in either the New York metropolitan area or the Los Angeles metropolitan area, except for services rendered during business trips as may be reasonably necessary.  You shall not be required to relocate outside of either the New York metropolitan area or the Los Angeles metropolitan area.

3.Cash Compensation.

(a)Salary.  During the Employment Term, Employer shall pay you a base salary at the annual rate of Three Million Five Hundred Thousand Dollars ($3,500,000) per annum.  The Compensation Committee of the Board (the “Compensation Committee”) will review your salary at least annually and may increase (but not decrease, including as it may be increased from time to time) the base salary.

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The result of any such annual review shall be reported to you by the Compensation Committee promptly after it occurs.  The amount of annual base salary actually paid to you will be reduced to the extent you elect to defer such salary under the terms of any deferred compensation or savings plan or arrangement maintained or established by Employer.  Your annual base salary payable hereunder, without reduction for any amounts deferred as described in the preceding sentence, is referred to herein as the “Salary.”  Employer shall pay the portion of the Salary not deferred at your election in accordance with its generally applicable payroll practices for senior executives of Employer, but not less frequently than in equal monthly installments.  Your Deferred Compensation, as defined in your prior employment agreement with the Employer dated July 1, 2004, shall continue to periodically be credited (or debited) with deemed positive (or negative) return calculated in the same manner, and at the same times, as the deemed return on your account under Employer’s Excess 401(k) Plan for Designated Senior Executives (as such plan may be amended from time to time, the “Excess 401(k) Plan”) is determined (it being understood and agreed that, if at any time during which the Deferred Compensation remains payable, your account balance in the Excess 401(k) Plan is distributed in full to you, your Deferred Compensation account shall continue to be credited or debited with a deemed return based on the investment portfolio in which your Excess 401(k) Plan account was notionally invested immediately prior to its distribution).  Deferred Compensation shall be paid to you in accordance with the terms of this Agreement.  Employer’s obligation to pay the Deferred Compensation (including the return thereon provided for in this paragraph) shall be an unfunded obligation to be satisfied from the general funds of Employer.

(b)Annual Bonus Compensation.  In addition to your Salary, during the Employment Term you shall be eligible to earn an annual bonus for each whole or partial calendar year during the Employment Term, determined and payable as follows (the “Bonus”):

(i)Commencing with your Bonus for the 2012 calendar year, your target bonus for each calendar year during the Employment Term shall be $12,000,000, provided that the Compensation Committee will review your target bonus at least annually and may increase (but not decrease, including as it may be increased from time to time) the target bonus.  The result of any such annual review shall be reported to you by the Compensation Committee promptly after it occurs.  Your target bonus, as it may be so increased from time to time, is referred to herein as the “Target Bonus.”  As the actual amount payable to you as Bonus will be dependent, among other things, upon the achievement of the performance goal(s) referred to in paragraph 3(b)(ii), your actual Bonus may be less than, greater than or equal to the Target Bonus.

(ii)A portion of your Bonus (the “Company-Wide Performance Bonus Portion”) for each calendar year during the Employment Term, beginning with 2012, will be based upon achievement of one or more Company-wide performance goals (the “Company-

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Wide Performance Goal(s)”) established in good faith by the Compensation Committee for such calendar year pursuant to, and determined in accordance with, Employer’s Senior Executive Short-Term Incentive Plan, as the same may be amended from time to time (together with any successor plan, the “Senior Executive STIP”); provided, however, that for the partial calendar year in 2017, the applicable performance goal(s) shall be adjusted to reflect budgeted Company performance for the shortened performance period and the performance period shall end coincident with the end of the Original Employment Term.  The Company-Wide Performance Goal(s) shall satisfy the following requirements (the “Incentive Goal Parameters”):

a.The Company-Wide Performance Goal(s) will be the same as the performance goal(s) used to determine the amount of bonus payable to any other executive of the Employer who participates in the Senior Executive STIP and who has Company-wide responsibilities;

b.The Company-Wide Performance Goal(s) will be challenging, but reasonably achievable; and

c.For each calendar year, the level of difficulty in achieving the Company-Wide Performance Goal(s) for that calendar year will not be significantly more difficult (as determined at the time such Company-Wide Performance Goal(s) are established, taking into account all relevant facts and circumstances, including the Company’s relative financial and stock performance, general market conditions and market conditions affecting diversified media and entertainment companies) than was the level of difficulty of achieving the Company-Wide Performance Goal(s) applicable to the immediately preceding calendar year.  For avoidance of doubt, the fact that the target with respect to Company-Wide Performance Goal(s) increases from one year to the following year shall not be presumed, in and of itself, to mean that such Company-Wide Performance Goal(s) for the calendar year are significantly more difficult to attain than the Company-Wide Performance Goal(s) for the immediately preceding calendar year.

You shall have meaningful input with the Compensation Committee prior to the determination of the Company-Wide Performance Goal(s) for each calendar year, but the Compensation Committee will have final power and authority concerning the establishment of such goal(s).

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(iii)With respect to the Company-Wide Performance Bonus Portion:

·If the Company achieves less than 80% of the Company-Wide Performance Goal(s) for the calendar year (or portion thereof), you shall not have a right to payment of any Bonus with respect to the Company-Wide Performance Bonus Portion;

·If the Company achieves 80% of the Company-Wide Performance Goal(s) for the calendar year (or portion thereof), the Company-Wide Performance Bonus Portion shall be an amount in U.S. Dollars of no less than the product of (i) 0.8 multiplied by (ii) the product of 0.85 multiplied by the Target Bonus;

·If the Company achieves 100% of the Company-Wide Performance Goal(s) for the calendar year (or portion thereof), the Company-Wide Performance Bonus Portion shall be an amount in U.S. Dollars of no less than the product of (i) 1.0 multiplied by (ii) the product of 0.85 multiplied by the Target Bonus; and

·If the Company achieves 120% or more of the Company-Wide Performance Goal(s) for the calendar year (or portion thereof), the Company-Wide Performance Bonus Portion shall be an amount in U.S. Dollars of no less than the product of (i) 1.2 multiplied by (ii) the product of .85 multiplied by the Target Bonus;

·For achievement at an intermediate point between 80% and 100%, and between 100% and 120%, the Company-Wide Performance Bonus Portion will be interpolated on a straight-line basis between the respective Company-Wide Performance Bonus Portion delivered at such percentages.

Notwithstanding anything herein to the contrary, the Compensation Committee shall not be precluded from authorizing the payment to you of a Bonus which exceeds the Company-Wide Performance Bonus Portion determined under the above schedule, including, without limitation, based on the terms and conditions of the Senior Executive STIP.

(iv)In addition to the Company-Wide Performance Bonus Portion, the remainder of your Bonus shall be determined in the reasonable discretion of the Compensation Committee taking into account all relevant factors, including individual and other performance goals.  Additionally, in determining the remainder of your Bonus, the

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Compensation Committee shall consider special recognition of your leadership and direction in the creation of premium content across Employer’s portfolio of businesses.

(v)Your Bonus for the 2012 calendar year shall not be subject to any proration notwithstanding the Start Date of this Agreement.  For the partial year 2017, your annual Target Bonus shall be prorated to reflect the shorter performance period.

(vi)Subject to any deferral election, the portion of your Bonus which does not exceed the amount determined to be the Company-Wide Performance Bonus Portion shall be paid in cash, shares or a combination of cash and shares during the period January 1st through February 28th of the following calendar year (provided that any Bonus for the partial year 2017 shall be payable during the period July 1st through September 30th of such year), and the portion of your Bonus which exceeds the amount determined to be the Company-Wide Performance Bonus Portion shall be paid in accordance with the terms of the Senior Executive STIP.  For the avoidance of doubt, it is understood that you will receive the Bonus that is determined by the Compensation Committee for you for each calendar year (or, in the case of the partial year 2017, such shorter performance period) completed while you are employed, even if you are not employed on the date bonuses are paid for such performance period.

(vii)In the event that the current Senior Executive STIP is amended or terminated, you will be given an opportunity under the amended or successor plan to earn bonus compensation equivalent to the amount that you could have earned under this paragraph 3(b), but subject to the same limitations, and any such bonus and/or bonus plan shall not modify the Incentive Goal Parameters.

4.Long Term Compensation.  In addition to your Salary and Bonus, you shall receive the following grants of long-term compensation under the CBS Corporation 2009 Long-Term Incentive Plan (together with any successor plan, the “LTIP”):

(a)Stock Option Grants.

(i)You shall receive during the Employment Term an option under the LTIP (the “2012 Option Grant”) to purchase a number of shares of CBS Corporation Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), having a value equal to Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “2012 Option Grant Value”), with the number of shares of Class B Common Stock underlying the 2012 Option Grant to be determined in accordance with the Financial

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Accounting Standards Board’s Accounting Standards Codification (FASB ASC) Topic 718, Compensation — Stock Compensation (employing the same assumptions and methodologies that are applied for purposes of Employer’s financial accounting statements), following the close of trading on the New York Stock Exchange on the third trading day following Employer’s public announcement of the parties’ execution of this Agreement (the “2012 Grant Date”).  The 2012 Option Grant shall have a term of eight (8) years and shall have an exercise price equal to the closing price of one share of Class B Common Stock on the 2012 Grant Date. The 2012 Option Grant shall vest in full on the first anniversary of the 2012 Grant Date, provided that you remain employed with the Company on such vesting date and subject to acceleration and all other applicable provisions of the Agreement. Except as otherwise provided herein, the terms and conditions set forth in an option agreement evidencing the 2012 Option Grant shall be no less favorable to you than the terms and conditions generally applicable to other senior executives of Employer.

(ii)During each of the calendar years 2013, 2014, 2015, 2016 and 2017, the Compensation Committee will consider granting to you additional stock options to purchase shares of CBS Corporation Class B Common Stock under the LTIP as and when other senior members of the Company’s management team reporting to you are considered for annual equity grants by the Compensation Committee (any such discretionary option grant, a “Discretionary Option Grant”); provided, however, that such consideration by the Compensation Committee does not guarantee (and should not be construed as a guarantee) that you will receive a Discretionary Option Grant in any such calendar year.  The amount of any such grant(s) will be determined by the Compensation Committee, in its sole and reasonable discretion, with the objective and intent of creating shareholder value by maintaining the long-term incentive for you with regard to your existing and future equity holdings and equity-based awards that is consistent with the projected level of incentive and value for you from such equity holdings and equity-based awards that the Compensation Committee (with input from its independent compensation consultant) originally intended to establish, throughout the Employment Term. The Compensation Committee, when considering whether it believes any such Discretionary Option Grant may be appropriate, will take into account the Employer’s financial and stock performance relative to its diversified media and entertainment peer companies, and, in particular whether the Company’s financial and stock performance is due, at least in part, to operating factors that have generally affected companies in the industry in a similar fashion.  Any Discretionary Option Grant shall be subject to the terms and

7

conditions set forth in the agreement evidencing such grant, which, except as otherwise provided herein, shall be no less favorable to you than the terms and conditions generally applicable to other senior executives of Employer, provided that any such Discretionary Option Grant will provide for vesting in full not later than the last day of the Original Employment Term (provided you remain employed on such date), and subject to acceleration and all other applicable provisions of this Agreement.

(b)Restricted Stock Units.  During the Employment Term, you shall receive awards of restricted stock units (“RSUs”) as follows:

(i)On the same date in calendar year 2013 that Employer makes annual management grants under the LTIP to its other senior executives, but in no event later than February 28, 2013 (the “2013 Grant Date”), you shall automatically receive, without further action of the Compensation Committee, an award of RSUs subject only to time-based vesting conditions (the “2013 TRSUs”) under the LTIP.  The 2013 TRSUs shall have a grant date value equal to Fourteen Million Five Hundred Thousand Dollars ($14,500,000) (the “2013 Grant Date Value”).  The number of 2013 TRSUs (rounded down to a whole unit for any fractional unit) shall be determined by dividing the 2013 Grant Date Value by the closing price of one share of Class B Common Stock on the 2013 Grant Date.  Each 2013 TRSU shall correspond to one share of Class B Common Stock.  The 2013 TRSUs shall vest in two (2) equal installments on each of the first and second anniversaries of the 2013 Grant Date, provided that you are employed on each such vesting date and subject to acceleration and all other applicable provisions of the Agreement.  The 2013 TRSUs shall be payable in shares of Class B Common Stock and shall accrue dividend equivalents in accordance with the LTIP.  Except as otherwise provided herein, the terms and conditions set forth in an award agreement evidencing the 2013 TRSUs shall be no less favorable to you than the terms and conditions generally applicable to other senior executives of Employer.

(ii)On the 2013 Grant Date and thereafter on the same date that Employer makes annual management grants under the LTIP to its other senior executives in each of calendar years 2014, 2015, 2016 and 2017, but in no event later than February 28th of each such calendar year (each, an “RSU Grant Date”), you shall automatically receive an award of RSUs (the “Annual RSUs”) under the LTIP.  One-half of the Annual RSUs underlying each grant shall be subject to performance- and time-based vesting conditions (“PRSUs”), and the other half shall be subject only to time-based vesting conditions (the “TRSUs”), in each case

8

determined as of the RSU Grant Date.  The initial grant of Annual RSUs shall have a grant date value equal to Nine Million Five Hundred Thousand Dollars ($9,500,000), and each subsequent Annual RSU grant thereafter shall have a grant date value that is Five Hundred Thousand Dollars ($500,000) more than the grant date value of the preceding grant (except that the grant of Annual RSUs for 2017 shall have a grant date value equal to 50% of the RSU Grant Date Value determined under such formula) (each, an “RSU Grant Date Value”).  The number of Annual RSUs granted on any RSU Grant Date (rounded down to a whole unit for any fractional unit) shall be determined by dividing the RSU Grant Date Value by the closing price of one share of Class B Common Stock on the RSU Grant Date.  The number of PRSUs granted on each RSU Grant Date shall be referred to herein as the “Target PRSU Award.”  Each Annual RSU shall correspond to one share of Class B Common Stock.

a.TRSUs granted pursuant to paragraph 4(b)(ii) shall vest in three (3) equal installments on each of the first, second and third anniversaries of the applicable RSU Grant Date (or, if earlier, on the last day of the Original Employment Term); provided that you are employed on each such vesting date and subject to acceleration and all other applicable provisions of the Agreement.

b.The Compensation Committee shall establish a performance goal requirement with respect to each grant of PRSUs made pursuant to paragraph 4(b)(ii), which requirement shall be consistent with the Incentive Goal Parameters described in paragraphs 3(b)(ii)b and 3(b)(ii)c, that shall apply in respect of a performance period that shall end no later than December 31st of the calendar year during which the RSU Grant Date occurs; provided that for the partial year 2017, the performance period shall end not later than the last day of the Original Employment Term.  The performance goal established by the Compensation Committee for each grant of PRSUs shall be based on a level of achievement against Employer’s budgeted Free Cash Flow (as defined in the LTIP), as approved by the Board for each relevant calendar year, provided that such goal shall be adjusted for any performance period that is less than a full calendar year to reflect budgeted Company performance for the shortened performance period.  You shall have meaningful input with the Compensation Committee prior to the determination of the performance goal relating to the PRSUs for each performance period, but the Compensation Committee will have final power and authority concerning the establishment of such goal; provided, however, that if the

9

Compensation Committee establishes a performance goal for PRSUs granted to other senior executives of the Company, which is based on Employer’s budgeted Free Cash Flow for a full calendar year, the same performance goal shall be applicable to your PRSU grant for such full calendar year.

c.As of the last day of each performance period, Employer’s actual Free Cash Flow shall be measured against the performance goal established for such performance period, after taking into account any permissible adjustments to such goal, and the degree of achievement (expressed as a percentage) will be used to calculate the number of shares that you will receive, in accordance with the following schedule:

·If the Company achieves less than 80% of the performance goal for the performance period, the Target PRSU Award will be forfeited;

·If the Company achieves 80% of the performance goal for the performance period, the number of shares to be delivered under the award will be 80% of the Target PRSU Award;

·If the Company achieves 100% of the performance goal for the performance period, the number of shares to be delivered under the award will be 100% of the Target PRSU Award; and

·If the Company achieves 120% or more of the performance goal for the performance period, the number of shares to be delivered under the award will be 120% of the Target PRSU Award.

For achievement at an intermediate point between 80% and 100%, and between 100% and 120%, the number of shares of Class B Common Stock to be delivered will be interpolated on a straight-line basis between the respective numbers of shares to be delivered at such percentages.  Fractional shares will be aggregated and rounded to the next higher whole share.

d.The number of PRSUs, determined pursuant to clause (c) above, shall vest on the later of (A) the first anniversary of the RSU Grant Date (or, in the case of the 2017 grant of PRSUs, on the last day of the Original Employment Term) or (B) the date the Compensation Committee certifies that at least minimum threshold performance has been achieved for the

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relevant calendar year, which certification shall take place no later than seventy-four (74) days following the end of the relevant calendar year (the “PRSU Vest Date”), provided that you are employed on the applicable PRSU Vest Date (other than with respect to a certification by the Compensation Committee after the Original Employment Term, in which case you are not required to be employed) and subject to acceleration and all other applicable provisions of this Agreement.

e.Annual RSUs (both PRSUs and TRSUs) shall be payable in shares of Class B Common Stock.  The PRSUs and the TRSUs shall also accrue dividend equivalents in accordance with the LTIP, provided that in the case of PRSUs, dividend equivalents shall be accrued and paid only with respect to the Target PRSU Award, unless actual performance results in payment of a lesser number of shares of Class B Common Stock than under the Target PRSU Award, in which case dividend equivalents shall be paid only with respect to such lesser number.  Subject to the terms and conditions set forth in this paragraph 4(b)(ii) or as otherwise provided herein, the Annual RSUs shall be subject to the terms and conditions set forth in the agreement evidencing the grant of such Annual RSUs.

(iii)Prior to the end of each calendar year during the Employment Term, you will have an option to defer the settlement of the 2013 RSUs and the Annual RSUs that will be awarded during the following year.  You may elect to defer the settlement of such RSUs as follows: for up to ten (10) years after the RSUs vest for in-service distributions, and for up to three (3) years after your Separation from Service (as defined in paragraph 10) with the Company for post-termination distributions.  If a timely election to defer is not made for any RSUs, shares delivered in settlement of TRSUs shall be delivered within ten (10) business days following the applicable vesting date, and shares delivered in settlement of PRSUs shall be delivered on or promptly following the PRSU Vest Date and during the period January 1st through March 15th of the calendar year after the calendar year in which they are granted.  Notwithstanding any of the foregoing, to the extent required to comply with Section 409A (as defined in paragraph 10), the settlement of each deferred RSU will be deferred to the date determined in accordance with paragraph 10(d)(v) if such date is later than the date on which settlement would otherwise occur.

(c)In the event of a conflict between the terms and conditions set forth in this paragraph 4 and the terms and conditions set forth in an agreement(s) or plan(s)

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evidencing the grant of the awards contemplated by paragraphs 4(a) and (b), the terms of this Agreement shall control.

5.Benefits.

(a)During the Employment Term, you shall be entitled to participate in such life and medical insurance, pension and other employee benefit plans as the Company may have or establish from time to time and in which other Company executives with corporate-wide responsibilities are eligible to participate.  The foregoing, however, shall not be construed to require Employer or any of its subsidiaries to establish any such plans or to prevent the modification or termination of such plans once established, and no such action or failure thereof shall affect this Agreement; provided that no such modification or termination shall be applicable to you unless also equally applicable to all other Company executives with corporate-wide responsibilities.  All benefits you may be entitled to as an employee of Employer shall be based upon your Salary and not upon any bonus compensation due, payable or paid to you hereunder, except where the benefit plan expressly provides otherwise.  You shall be entitled to four (4) weeks paid vacation during each calendar year during the Employment Term.

(b)Employer shall provide you with life insurance during the Employment Term at Employer’s cost, the beneficiary or beneficiaries of which life insurance shall be designated by you or the assignee of such policy in accordance with the following sentence.  Employer shall determine the life insurance carrier and the coverage level to be provided on an annual basis shall be the maximum amount of coverage that the Employer is able to secure on your behalf (unless the intent of the parties is otherwise), subject to the limitation that annual premium cost of such life insurance coverage to Employer shall in no event exceed One Hundred Fifty Thousand Dollars ($150,000); and provided, further, that the terms and conditions under which the life insurance is provided, shall be no less favorable than those currently in effect for you.  You shall have the right to assign the policy for such life insurance to your spouse and/or issue or to a trust or trusts primarily for the benefit of your spouse or issue.

(c)The limitation on eligible compensation taken into account for purposes of calculating your plan benefit under the CBS Retirement Excess Pension Plan (or any other non-qualified supplemental retirement plan in which you actively participate now or in the future) (each, a “SERP”) shall be deemed to be an amount equal to your Salary; provided, however, that if any such SERP is frozen as to future benefit accruals after your Start Date, you shall be treated as continuing to accrue benefits as set forth in this paragraph 5(c) under such SERP through the end of the Employment Term.

6.Business Expenses, Perquisites.

(a)During the Employment Term, you shall be reimbursed for such reasonable travel and other expenses incurred in the performance of your duties hereunder on a basis no less favorable than that provided by Employer to its senior executives other than Employer’s Executive Chairman and Founder, but in any event on a

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basis consistent with that provided to you, or agreed to be provided to you, immediately prior to the date of this Agreement.

(b)Employer shall pay all fees and expenses of your counsel and other fees and expenses which you may incur in an effort to establish entitlement to compensation or other benefits under this Agreement in accordance with paragraph 20.  During the Employment Term, you shall be entitled to the use of a private plane in accordance with Employer policy on a basis no less favorable than that provided by Employer to any of its senior executives at your level or below (accompanied by your spouse, at your option and, unless your spouse’s presence is required by the Company, at your cost) but in any event no less favorable to you than had previously been provided to you immediately prior to the date of this Agreement.  During the Employment Term, you also shall be entitled to other perquisites, including provision for insurance of a car (the “Perquisites”), in accordance with Employer policy on a basis no less favorable than that provided by Employer to any of its senior executives other than Employer’s Executive Chairman and Founder.

(c)Given the expected depreciation and the associated cost of removal of the work area constructed and equipment installed in your home pursuant to paragraph 6(d) of the Prior Agreement, you shall be entitled to keep any such work area and equipment following the end of the Employment Term.

7.Competitive Assessment.  Notwithstanding the foregoing paragraphs 3 through 6, if, in connection with the annual review of your Salary and Target Bonus, it is determined that your annualized target compensation package (consisting of Salary, Target Bonus and target long-term incentives, without regard to any deferrals) is, in the aggregate, less than that of other chief executive officer(s) of comparably-sized diversified media and entertainment companies (to be determined by the Compensation Committee with input from its independent compensation consultant), the Compensation Committee will consider an increase to your annual target compensation package, taking into account the financial and stock performance of Employer relative to other diversified media and entertainment peer companies and, in particular, to the comparably-sized diversified media and entertainment companies that have chief executive officers whose annualized target compensation exceeds yours.

8.Exclusive Employment, Etc.

(a)Non-Competition.  You agree that your employment hereunder is on an exclusive basis, and that during the period (the “Non-Compete Period”) beginning on the Start Date and ending on the first anniversary of the end of the Employment Term (provided, however, that if you remain employed and are being paid on Company’s payroll through the end of the Original Employment Term, the Non-Compete Period will end on the last day of the Original Employment Term), other than as permitted by paragraph 2(c), you will not engage in any other business activity which is in conflict with your duties and obligations (including your commitment of time) hereunder.  You agree that during the Non-Compete Period you shall not, directly or indirectly, engage in or participate as an owner, partner, holder or beneficiary of stock, stock options or other

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equity interest, officer, employee, director, manager, partner or agent of, or consultant for, any company or business competing with the Company; provided, however, that nothing herein shall prevent you from participating in any investment activities specifically allowed under paragraph 2(c) and from investing as less than a one (1%) percent stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system.

(b)No Solicitation of Employees.  You agree that during the Employment Term and for the period provided below after the termination of your employment for any reason, you will not employ any Restricted Employee (as defined below), or in any way induce or attempt to induce any Restricted Employee to leave the employment of Employer or any of its affiliates.  You agree that you will not take the actions described in the preceding sentence (i) with respect to any Restricted Employee at the level of Vice President or above for one (1) year after the termination of your employment for any reason, and (ii) with respect to any Restricted Employee at the level of director for six (6) months after the termination of your employment for any reason.  “Restricted Employee” refers to any person employed by Employer or any of its subsidiaries or their respective predecessors or previously employed by Employer or any of its subsidiaries or their respective predecessors (unless at such time such person has not been employed by Employer and/or any of its subsidiaries or their respective predecessors for at least six (6) months).

(c)Confidential Information.  You agree that, during the Employment Term or at any time thereafter, you will not use for your own purposes, or disclose to or for the benefit of any third party, any trade secret, proprietary or non-public information relating to the Company (“Confidential Information”) (except as may be required by law but only after prior notice to Employer (to the extent not prohibited by law) or in the performance of your duties hereunder consistent with the Company’s policies) and you will comply with any and all confidentiality obligations of the Company to a third party which you know or should know about, whether under agreement or otherwise.  Confidential Information shall include, without limitation, trade secrets; inventions (whether or not patentable); technology and business processes; business, product or marketing plans; sales and other forecasts; financial information; client lists or other intellectual property; information relating to compensation and benefits; public information that becomes proprietary as a result of Employer’s compilation of that information for use in its business; documents (including any electronic record, videotapes or audiotapes); and oral communications incorporating Confidential Information.  Notwithstanding the foregoing, Confidential Information shall be deemed not to include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you in violation of this Agreement or by any other person who directly or indirectly receives such information from you or at your direction in violation of this Agreement, or (ii) is or becomes available to you on a non-confidential basis from a source which is entitled to disclose it to you.

(d)Employer Ownership.  The results and proceeds of your services to the Company, whether or not created during the Employment Term, including, without limitation, any works of authorship resulting from your services and any works in

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progress resulting from such services, shall be works-made-for-hire and Employer shall be deemed the sole owner throughout the universe of any and all rights of every nature in such works, with the right to use, license or dispose of the works in perpetuity in any manner Employer determines in its sole discretion without any further payment to you, whether such rights and means of use are now known or hereafter defined or discovered.  If, for any reason, any of the results and proceeds of your services to the Company are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Employer under this paragraph 8(d), then you hereby irrevocably assign any and all of your right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of every nature in the work, and Employer shall have the sole right to use, license or dispose of the work in perpetuity throughout the universe in any manner Employer determines in its sole discretion without any further payment to you, whether such rights and means of use are now known or hereafter defined or discovered.  Upon request by Employer, whether or not during the Employment Term, you shall do any and all things (at Employer’s expense) which Employer may reasonably deem useful or desirable to establish or document Employer’s rights in the results and proceeds of your services to the Company, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents.  You hereby irrevocably designate the General Counsel, Secretary or any Assistant Secretary of Employer as your attorney-in-fact with the power to take such action and execute such documents on your behalf.  To the extent you have any rights in such results and proceeds that cannot be assigned as described above, you unconditionally and irrevocably waive the enforcement of such rights.  This paragraph 8(d) is subject to, and does not limit, restrict, or constitute any waiver by Employer of any rights of ownership to which Employer may be entitled by operation of law by virtue of Employer or any of its affiliates or predecessors being your employer.

(e)Litigation.  You agree that during the Employment Term and for a one-year period thereafter and, if longer, during the pendency of any litigation or other proceeding, (i) you shall not communicate with anyone (other than your attorneys and tax advisors and except to the extent required by law or necessary in the performance of your duties hereunder) with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving Employer or any of its affiliates or predecessors, other than any litigation or other proceeding in which you are a party-in-opposition, without giving prior notice to Employer or Employer’s counsel, and (ii) in the event that any other party attempts to obtain information or documents from you with respect to matters possibly related to such litigation or other proceeding, you shall promptly so notify Employer’s counsel unless you are prohibited from doing so under applicable law.  You agree to cooperate, in a reasonable and appropriate manner, with Employer and its attorneys, both during and after the termination of your employment or services, in connection with any litigation or other proceeding arising out of or relating to matters in which you were involved prior to the termination of your employment or services to the extent Employer pays all reasonable expenses you incur in connection with such cooperation (including, without limitation, the fees and expenses of your counsel) and to the extent such cooperation does not unreasonably interfere with your personal or professional schedule.

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(f)No Right to Write Books, Articles, Etc.  During the Employment Term and for two (2) years thereafter but not beyond the end of the Original Employment Term, except in the course of the performance of your duties and responsibilities or otherwise as authorized by the Board, you shall not prepare (other than personal notes and/or a diary) or assist any person or entity in the preparation of any books, articles, radio broadcasts, electronic communications, television or motion picture productions or other creations, concerning Employer or any of its affiliates or predecessors or any of their officers, directors, agents, employees, suppliers or customers.

(g)Return of Property.  All documents, data, recordings, or other property, whether tangible or intangible, including all information stored in electronic form, obtained or prepared by or for you and utilized by you in the course of your employment with Employer shall remain the exclusive property of Employer and shall remain in Employer’s exclusive possession at the conclusion of your Employment Term.  In the event of the termination of your employment or services for any reason, Employer reserves the right, to the extent permitted by law and in addition to any other remedy Employer may have, to deduct from any monies otherwise payable to you the following: (i) all undisputed amounts you may owe, pursuant to a legally enforceable agreement, to Employer or any of its affiliates or predecessors at the time of or subsequent to the termination of your employment or services with Employer; and (ii) the value of Employer property which you are required to return and which you retain in your possession after the termination of your employment or services with Employer following Employer’s written request for same and your failure to return same.  In the event that the law of any state or other jurisdiction requires the consent of any employee for such deductions, this Agreement shall serve as such consent.  Notwithstanding anything in this paragraph 8(g) to the contrary, Employer will not exercise such right to deduct from any monies otherwise payable to you to the extent such offset would result in a violation of Section 409A.

(h)Non-Disparagement.  You and, to the extent set forth in the next sentence, Employer agree that each party shall not, during the Employment Term and for one (1) year thereafter, criticize, ridicule or make any statement which disparages or is derogatory of the other party in any non-public communication with any customer, client or member of the investment community or media or in any public communication.  Employer’s obligations under the preceding sentence shall be limited to communications by its senior corporate executives having the rank of Senior Vice President or above (“Specified Executives”), and it is agreed and understood that any such communication by any Specified Executive (or by any executive at the behest of a Specified Executive) shall be deemed to be a breach of this paragraph 8(h) by Employer.  Notwithstanding the foregoing, neither you nor Employer shall be prohibited from making statements in response to statements by the other party (or in your case, with respect to any Specified Executives) that criticize or ridicule or are disparaging or derogatory, provided that the responsive statements do not criticize or ridicule and are not disparaging or derogatory.

(i)Injunctive Relief, Etc.  Employer has entered into this Agreement in order to obtain the benefit of your unique skills, talent and experience.  You

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acknowledge and agree that any violation of paragraphs 8(a) through 8(h) will result in irreparable damage to Employer, and, accordingly, Employer may obtain injunctive and other equitable relief for any breach or threatened breach of such paragraphs, in addition to any other remedies available to Employer.  You and Employer agree that the restrictions and remedies contained in paragraphs 8(a) through 8(h) are reasonable and that it is your intention and the intention of Employer that such restrictions and remedies shall be enforceable to the fullest extent permissible by law.  If it is found by a court of competent jurisdiction that any such restriction or remedy is unenforceable but would be enforceable if some part thereof were deleted or the period or area of application reduced, then such restriction or remedy shall apply with such modification as shall be necessary to make it enforceable.

(j)Survival.  Your obligations under paragraphs 8(a) through 8(h) and Employer’s obligations under paragraph 8(h) shall remain in full force and effect for the entire period provided therein (and only for such period, subject, however, to the provisions of paragraph 12(j)), notwithstanding the termination of your employment pursuant to paragraph 10 hereof or otherwise, or the expiration of the Original Employment Term.

9.Incapacity.  In the event you become totally medically disabled and you will not be able to substantially perform your duties for at least six (6) consecutive months or a total of 180 days during any 270 day period, the Board, at any time after such disability has continued for 60 consecutive days, may determine, provided such determination is made while the disability is still in effect, that Employer requires such duties and responsibilities be performed by another executive.  In the event that you become “disabled” within the meaning of such term under Employer’s Short-Term Disability (STD) and its Long-Term Disability (LTD) program, you will first receive benefits under the STD program for the first 26 weeks of absence in accordance with such program, which will be equal to your Salary, and the amount of such benefits will offset any Salary that otherwise would be paid to you pursuant to this Agreement.  Thereafter, you will be eligible to receive benefits under the LTD program in accordance with its terms.  For purposes of this Agreement, you will be considered to have experienced a termination of employment with Employer as of the date you first become eligible to receive benefits under the LTD program, or, if you do not become eligible to receive benefits under the LTD program, on the date following the sixth consecutive month in which you have not been able to substantially perform your duties hereunder (“Disability Termination Date”), and until that time you shall be treated for all purposes of this Agreement as an active employee of Employer.  Upon your Disability Termination Date, your benefits will be the following in accordance with the payment provisions set forth in paragraph 10(d)(iii) and subject to the provisions of paragraph 10(d)(v):

(i)Employer will pay your Accrued Compensation and Benefits (as defined below in paragraph 10(d)(ii));

(ii)Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the

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number of calendar days of such year elapsed through the date of your termination of employment;

(iii)all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding options that have previously vested will remain exercisable for the greater of three years and the period provided for under the terms of the applicable award agreement, but in no event beyond their normal expiration date;

(iv)all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and, subject to any prior deferral election, be settled within ten (10) business days after your termination date; provided, that to the extent any such unvested and outstanding equity awards remain subject to performance-based vesting conditions on your termination date, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, be settled within ten (10) business days thereafter; and

(v)Employer will continue to pay the same premium amounts it was paying at the time of your termination in connection with providing you with life insurance coverage as set forth in paragraph 5(b).  Such payments of premiums will continue until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, combined with the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount of coverage that was in effect for you at the time of your termination as a result of Employer’s obligations as set forth in paragraph 5(b).

10.Termination.  For purposes of paragraphs 9, 10 and 12, no payment that would otherwise be made and no benefit that would otherwise be provided upon a termination of employment will be made or provided unless and until such termination of employment is also a Separation from Service.  A “Separation from Service” shall be deemed to have occurred on the date on which the level of bona fide services reasonably anticipated to be performed by you is 45% or less of the average level of bona fide services performed by you during the immediately preceding 36-month period.

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(a)Termination for Cause.  Employer may, at its option, terminate your employment for Cause (as defined below). For purposes of this Agreement, termination of your employment for “Cause” shall mean termination of your employment due to any of the following:

(i)your engaging or participating in intentional acts of material fraud against the Company;

(ii)your willful misfeasance having a material adverse effect on the Company (except in the event of your incapacity as set forth in paragraph 9);

(iii)your conviction of a felony;

(iv)your willful unauthorized disclosure of trade secret or other confidential material information of the Company;

(v)your terminating your employment without Good Reason (as defined below) other than for death or incapacity pursuant to paragraph 9 (it being understood that your terminating your employment during the Original Employment Term without Good Reason prior to the end of the Original Employment Term shall constitute Cause);

(vi)your willful and material violation of any policy of the Company that is generally applicable to all employees or all officers of the Company including, but not limited to, policies concerning insider trading or sexual harassment, Supplemental Code of Ethics for Senior Financial Officers, and Employer’s Business Conduct Statement;

(vii)your willful failure to cooperate fully with a bona fide Company internal investigation or an investigation of the Company by regulatory or law enforcement authorities whether or not related to your employment with the Company (an “Investigation”), after being instructed by the Board to cooperate or your willful destruction of or knowing and intentional failure to preserve documents or other material known by you to be relevant to any Investigation; or

(viii)your willful and material breach of any of your material obligations hereunder.

For purposes of the foregoing definition, an act or omission shall be considered “willful” if done, or omitted to be done, by you with knowledge and intent.  Anything herein to the contrary notwithstanding, Board will give you written notice, not more than

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thirty (30) calendar days after the occurrence of the event constituting Cause comes to the attention of another “executive officer” of Employer (as defined by the rules and regulations of the Securities Exchange Commission for purposes of the Securities Exchange Act of 1934, as amended), prior to terminating this Agreement for the cause set forth in clauses (i), (ii) (iv), (vi), (vii) and (viii) above.  Such notice shall set forth the nature of any alleged misfeasance in reasonable detail and the conduct required to cure such misfeasance.  Except for a breach which cannot by its nature be cured, you shall have thirty (30) calendar days from your receipt of such notice within which to cure and within which period Employer cannot terminate this Agreement for the stated reasons, and, if so cured, after which period Employer cannot terminate your employment under this Agreement for the stated reasons.  For purposes of this Agreement, no such purported termination of your employment for Cause set forth in clauses (i), (ii), (iv), (vi), (vii) and (viii) above shall be effective without such notice.

(b)Good Reason Termination.  Upon written notice to Employer, you may terminate your employment hereunder for “Good Reason” at any time during the Original Employment Term not more than thirty (30) calendar days after you become aware of the occurrence of the event constituting Good Reason; provided, however, that in the case of a Material Event described in clause (vii)(B) which relates to a Material Event described in clause (y) of the last sentence of this paragraph 10(b), such written notice must be provided not earlier than sixty (60) days, and not more than one hundred twenty (120) days, following the occurrence of such Material Event.  Such notice shall state an effective date no earlier than thirty (30) calendar days after the date it is given. Employer shall have thirty (30) calendar days from the giving of such notice within which to cure and within which period you cannot terminate your employment under this Agreement for the stated reasons and, if so cured, after which you cannot terminate your employment under this Agreement for the stated reasons; provided, however, that this sentence shall not apply with respect to events which by their nature cannot be cured.  “Good Reason” shall mean, without your prior written consent, other than in connection with the termination of your employment for Cause (as defined above) or incapacity (as set forth in paragraph 9) or as a result of your death:

(i)your removal from or any failure to re-elect you as President and Chief Executive Officer or any higher office or title attained of Employer;

(ii)your removal from or failure to be elected or reelected to the Board at any annual meeting of shareholders of the Company at which your term as director is scheduled to expire;

(iii)the assignment to you by Employer of duties inconsistent with the usual and customary duties associated with a chief executive officer of a publicly traded company comparable to Employer;

(iv)the diminution or withdrawal of a meaningful portion of your authority or responsibilities as set forth in paragraph 2;

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(v)(A) a reduction in your Salary, Target Bonus or your other compensation levels, in each case as the same may be increased from time to time during the Employment Term; (B) the Compensation Committee’s establishing Company-Wide Performance Goal(s) that fail to satisfy the Incentive Goal Parameters (as defined in paragraph 3(b)(ii)); or (C) payment of a Bonus that is less than the Company-Wide Performance Bonus Portion payable in accordance with the provisions of Section 3(b)(iii) above;

(vi)Employer’s requiring you to be based anywhere other than the New York or Los Angeles metropolitan area, except for required travel on the Company’s business;

(vii)termination by you of your employment, (A) during the 30-day period following the twelve-month anniversary of the date on which there occurs a Material Event described in clause (x) below, or (B) after the 90-day period following the occurrence of a Material Event described in clause (y) below, in either case based on your judgment and, with respect to clause (y) below, also following the Discussion Period (as defined in the proviso below), that the occurrence of the Material Event has adversely affected your ability to perform your CEO duties effectively such that your ability to contribute to the further creation of shareholder value is inhibited; provided, however, that in the case of a Material Event described in clause (y) below, you shall provide written notice to the Chair of the Compensation Committee prior to the date you provide written notice of termination and offer and be available to meet with the Chair to advise the Chair of your judgment within ten (10) days following your provision of written notice to the Chair and prior to your provision of written notice of termination to Employer (the “Discussion Period”); provided, further, that Employer’s sole and exclusive cure with respect to a Material Event described in clause (y) below shall be the removal of the non-Executive Chairman within the prescribed 30-day cure period;

(viii)the failure by the Board to elect a Chairman within ninety (90) days following the date on which Sumner M. Redstone ceases to hold the office of Executive Chairman and Founder of Employer or within ninety (90) days following a subsequent vacancy of the Chairman position (it being understood that the Board’s election of a Chairman within such 90-day period in no way constitutes a waiver of either party’s rights or obligations under clauses (vii)(B) or (ix) of this paragraph 10(b)); or

(ix)any other material breach by Employer of its material obligations hereunder, including, but not limited to, a breach of paragraph 2 (it

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being understood that a breach by Employer of any of its obligations contained in paragraph 2 shall constitute a material breach of a material obligation).

For purposes of clause (vii) above, a Material Event shall have occurred (x) on the date on which a majority of the independent directors of the Board ceases to consist of (1) those individuals who, immediately prior to the Start Date, constitute the independent directors of the Board (the “Original Independent Directors”) and (2) those successor independent directors who are elected or appointed to the Board, either by a vote of the Board or by action of the shareholders of the Employer pursuant to a recommendation by the Board, as a result of the death or voluntary retirement or resignation of an Original Independent Director (or any such successor), including a voluntary determination by such Original Independent Director (or such successor) not to stand for re-election; or (y) upon the appointment of a non-Executive Chairman other than Sumner M. Redstone or yourself.

(c)Termination without Cause. Employer may terminate your employment without Cause at any time during the Original Employment Term by written notice to you.

(d)Termination Payments, Etc.

(i)Termination for Cause.  In the event that Employer terminates your employment for Cause, Employer shall promptly pay and provide you with Limited Accrued Compensation and Benefits. For purposes of this Agreement, “Limited Accrued Compensation and Benefits” shall consist of: (w) reimbursement of any unpaid business expenses to which you are entitled to reimbursement pursuant to paragraph 6(a) that were incurred prior to the effective date of your termination (the “Termination Date”); (x) your Salary through the Termination Date (as such date is determined in accordance with paragraph 10(a) or 10(b), as applicable); (y) any Bonus with respect to any completed calendar year that is determined by the Compensation Committee for you for each calendar year in which you were employed but has not yet been paid; and (z) all other vested compensation and benefits to which you are entitled as of the Termination Date under the terms and conditions applicable to such compensation and benefits, including vested stock options, restricted shares, restricted stock units, the Deferred Salary (if any, as defined in paragraph 3(a) of your employment agreement dated as of October 15, 2007 and as amended thereafter) and Deferred Compensation.  The portion of each of your Limited Accrued Compensation and Benefits scheduled to be paid in cash upon your termination of employment shall be paid in a lump sum within 30 days after the Termination Date.

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(ii)Termination without Cause or Resignation with Good Reason.  In the event that Employer terminates your employment without Cause, or if you resign your employment for Good Reason, you shall be entitled to receive the following:

a.Employer will pay and provide your Limited Accrued Compensation and Benefits, plus any unpaid amounts to which you are entitled to reimbursement pursuant to paragraph 6(b) that were incurred prior to your Termination Date (together, the “Accrued Compensation and Benefits”);

b.Employer will pay you a Bonus for the calendar year in which you terminate employment, such Bonus to be determined based on actual performance pursuant to the performance goal(s) described in paragraph 3(b)(i) hereof, and then prorated based on the number of calendar days of such year elapsed through the date of your termination of employment (the “Pro-Rata Bonus”);

c.Employer will pay you a cash severance amount (the “Severance Payment”) equal to three (3) times the sum of: (A) your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (B) the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years prior to the Termination Date; provided, that for purposes of determining the average annual Bonus under clause (B), the term “Bonus” shall mean for each applicable calendar year the total amount designated by the Compensation Committee as your Bonus for such calendar year, whether paid in cash, stock, stock options or stock awards or a combination thereof, and including any portion awarded in recognition of your creative contributions to Employer’s portfolio of businesses;

d.All of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable for the greater of the period provided in accordance with the provisions of grant, or for three (3) years from the end of Employment Term, but not beyond their normal expiration date;

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e.All of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and, subject to any prior deferral election, be settled within ten (10) business days after your Termination Date; provided, however, that in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such award under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), such award shall vest if and to the extent the Compensation Committee certifies that a level of the performance goal(s) relating to such award has been met for the calendar year of termination, and, to the extent applicable, shall, subject to any prior deferral election, be settled within ten (10) business days thereafter, but in no event later than March 15th of the calendar year after the calendar year in which the award was granted; provided, further, that in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such equity awards, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, be settled within ten (10) business days thereafter;

f.You shall be provided, without charge to you, in either New York or Los Angeles at your election, suitable and appropriate office facilities (at a location within such city to be determined by Employer) and a personal secretary (who may be your choice of one of your personal secretaries providing services to you during the Employment Term, to be compensated at the same compensation and benefits cost to Employer in effect immediately prior to your termination), until the conclusion of the Original Employment Term, or earlier upon your death, provided that nothing in this paragraph shall create any rights that are duplicative with any rights set forth in any other paragraph of this Agreement;

g.Employer will continue to pay the same premium amounts it was paying at the time of your termination in connection with providing you with life insurance coverage as set forth in paragraph 5(b). Such payments of premiums will continue until the end of the Original Employment Term

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(without regard to any earlier termination of the Employment Term) or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, combined with the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount of coverage that was in effect for you at the time of your termination as a result of Employer’s obligations as set forth in paragraph 5(b);

h.You and your eligible dependents shall be entitled to continued participation at your sole cost, in all medical, dental and hospitalization benefit plans or programs (the “Health and Welfare Benefits”) in which you and/or they were participating on the date of the termination of your employment until the earlier of (A) 36 months following termination of your employment and (B) the date, or dates, you receive equivalent coverage and benefits under the plans and programs of a subsequent employer (the “Continuation Period”); but only to the extent that you make a payment to Employer in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage for a similarly situated active employee (and such employee’s dependents) of Employer on or before the first day of each calendar month commencing with the first calendar month following the Termination Date and Employer shall reimburse you (on a tax-grossed up basis) for the amount of such premiums, if any, in excess of any employee contributions necessary to maintain such coverage for the Continuation Period; provided, however, that, in the event Employer is unable to provide you with the Health and Welfare Benefits during the Continuation Period under the terms of the applicable Employer plan(s), Employer shall obtain comparable coverage for you and your dependents at no additional cost to you (including on a tax-grossed basis, if applicable) during the Continuation Period. The period of continuation coverage to which you are entitled under Section 4980B(f) of the Code shall run concurrently with the Continuation Period;

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i.For purposes of calculating your plan benefit under any SERP, you shall be credited with additional age and service credit equal to the lesser of (i) three (3) years or (ii) the period elapsed from the Termination Date to the end of the Original Employment Term (the “SERP Credit”);

j.You will receive a cash payment calculated as the sum of the following:

(i)the 2012 Option Grant Value of the 2012 Option Grant, if your Termination Date occurs prior to the 2012 Grant Date;

(ii)the 2013 Grant Date Value of the 2013 TRSUs, if your Termination Date occurs prior to the 2013 Grant Date; and

(iii)Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000), if your Termination Date occurs prior to the 2017 RSU Grant Date; provided, that if your employment is terminated pursuant to paragraph 10(b), the amount set forth in this clause j(iii) shall be prorated based on the number of days which has elapsed during the 12-month period beginning on the RSU Grant Date immediately preceding your Termination Date (if your Termination Date occurs prior to the 2013 Grant Date, the last RSU Grant Date shall be deemed to be February 23, 2012); and

k.If, following your termination of employment pursuant to paragraph 10(b) or 10(c), you do not notify Employer within thirty (30) days following your Termination Date that you wish to provide Producer Services (as defined in paragraph 12(c)), you will receive a payment equal to Ten Million Dollars ($10,000,000). Your receipt of such payment constitutes a waiver of any claims, whether known or unknown, that you may have against Employer related to a Production Agreement (as defined in paragraph 12(c)).

(iii)Timing of Payments and Settlement.  Subject to paragraphs 10(d)(iv) and (v), (A) the portion of each of your Accrued Compensation and Benefits scheduled to be paid in cash upon your termination of employment and 50% of the Severance Payment shall be paid in a lump sum within 30 days after the Termination Date, and the remaining 50% of the Severance Payment will be paid in accordance with the Company’s regular payroll practices,

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in equal installments, over a period of 36 months, beginning with the first payroll period following the Termination Date; (B) payment of the Pro-Rata Bonus will be made in accordance with paragraph 3(b)(vi) hereof; (C) payment of the cash amount described in paragraph 10(d)(ii)j shall be made in a lump sum within 30 days after the Termination Date, and payment of the cash amount described in paragraph 10(d)(ii)k shall be made in a lump sum within 60 days after the Termination Date; and (D) any incremental plan benefits resulting from Employer’s application of the SERP Credit will be paid at the same time and in the same form as your plan benefits are scheduled to be paid under the terms of the SERP.  Notwithstanding the foregoing, to the extent that any payments and benefits set forth in paragraph 10(d)(ii) constitute “deferred compensation” (within the meaning of Section 409A (or any successor provisions) of the Code and the rules and regulations promulgated thereunder (“Section 409A”)), then for purposes of this paragraph 10(d)(iii), the references to “Termination Date” in the preceding sentence shall be deemed to refer to the first business day following the expiration of the 60-day period described in paragraph 10(d)(iv)b below.

Anything in this Agreement to the contrary notwithstanding, your entitlement to any portion of the Severance Payment that has not yet been paid and your right to receive future payments and benefits (including payments under paragraph 12, office and secretarial services) will cease if you materially breach any of the provisions set forth in paragraph 8(a), 8(b), 8(c) (but only with respect to a material breach involving strategic business or financial information) or 8(h) and after notice by Employer of such breach you fail to cure such breach within thirty (30) days following your receipt of such notice, assuming such breach is capable of cure.  In the case of your material breach of any of the other provisions of paragraph 8, then in addition to any other rights or remedies Employer has under this Agreement or otherwise, nothing in this Agreement shall prevent Employer from seeking monetary damages and/or equitable relief in court.  You may request from Employer at any time its view on whether a proposed activity or investment by you will breach the Non-Compete Covenant described in paragraph 8(a) and/or the Non-Solicit Covenant described in paragraph 8(b) by giving Employer written notice of the details of such activity or investment, and Employer will respond to your inquiry within ten (10) business days of its receipt of such notice.  Employer’s view as conveyed to you that the proposed activity or investment will not breach the applicable provisions of paragraph 8(a) and/or 8(b) shall be binding on it to the extent that the activity or investment does not exceed what was described in the notice.  Your giving notice shall not be deemed an

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admission by you that the proposed activity or investment would violate the applicable provisions of paragraph 8(a) and/or 8(b).  Employer’s failure to respond with its view within ten (10) business days of its receipt of notice shall not constitute or be construed as an acknowledgment by Employer that the proposed activity or investment will not breach the provisions of paragraph 8(a) and/or 8(b), but such failure shall create an irrebuttable presumption that any breach arising from such activity or investment is capable of cure.  For the avoidance of doubt, nothing in this paragraph 10(d)(iii), including the requirement that Employer give you a notice of a breach of paragraph 8(a) and/or 8(b), shall preclude Employer from seeking an immediate injunction or other equitable relief for any breach or threatened breach of provisions of paragraph 8.

(iv)Full Discharge of Company Obligations; Release.

a.The payments and other benefits provided for in paragraph 10(d)(ii) (and, as applicable, paragraphs 12(h)(iii) and 12(i)(iii)) are in lieu of any severance or income continuation or protection under any plan Employer or any of its subsidiaries that may now or hereafter exist.  The payments and benefits to be provided pursuant to paragraph 10(d)(ii) (and, as applicable, paragraphs 12(h)(iii) and 12(i)(iii)) (x) shall constitute liquidated damages, and not a penalty; (y) shall be considered your exclusive remedy upon termination of your employment pursuant to paragraph 10(b) or 10(c), termination of the Advisor Period for the reason set forth in paragraph 12(h)(iii) or termination of the Producer Period for the reason set forth in paragraph 12(i)(iii), as applicable; and (z) shall be deemed to satisfy and be in full and final settlement of all obligations of Employer to you under this Agreement.  You acknowledge and agree that such amounts are fair and reasonable, and your sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of your employment hereunder.

b.Employer’s obligation to make the Severance Payment and to pay or provide the other benefits set forth in paragraph 10(d)(ii) other than the Accrued Compensation and Benefits shall be conditioned on your execution of a release (the “Release”) (with all periods for revocation set forth therein having expired) in form and substance substantially identical to that set forth in Schedule A within 60 days following your termination of employment (the “Release Condition”).  The Release shall not be effective unless and

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until Employer executes the Release. For avoidance of doubt, the execution or non-execution by Employer of the Release shall not affect whether or not the Release Condition has been satisfied.

c.To the extent any payments and benefits set forth in paragraph 10(d)(ii) do not constitute “deferred compensation”, then if, at the time any such payments or benefits are scheduled to be paid to you pursuant to paragraph 10(d)(iii), you have not satisfied the Release Condition, such payments and benefits shall be held and accumulated without interest, and shall be paid to you on the first regular payroll date following the effective date of the Release.  If the maximum period in which the Release may be revoked ends in the calendar year following the calendar year in which you incur a Separation from Service, the Release Condition shall be deemed not to have been satisfied until the later of (i) the first business day in the year following the year in which you incur a Separation from Service or (ii) the date that the Release Condition is satisfied (without regard to this sentence).

(v)Section 409A Delay.  Notwithstanding any provisions of paragraphs 4, 9, 10 and 12 to the contrary, if you are a “specified employee” (within the meaning of Section 409A) at the time of your Separation from Service, and if any portion of the payments or benefits to be received by you under paragraphs 4, 9, 10 and 12 upon your Separation from Service would be considered deferred compensation under Section 409A, then the following provisions shall apply to each such portion.

a.Each portion of such payments and benefits that would otherwise be payable pursuant to paragraphs 4, 9, 10 and 12 during the six-month period immediately following your Separation from Service (the “Delayed Period”) shall instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date you incur a Separation from Service or (ii) your death (the applicable date, the “Permissible Payment Date”).

b.Employer shall reimburse you for the reasonable after-tax cost of any benefits, contemplated by paragraphs 9, 10 and 12, incurred by you in independently obtaining (or otherwise paying amounts to Employer to obtain) such benefits during the Delayed Period, with such reimbursement to be paid to you by Employer on the Permissible Payment Date.

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c.With respect to any amount of expenses eligible for reimbursement under paragraphs 9, 10 and 12, such expenses shall be reimbursed by Employer within 60 calendar days (or, if applicable, on the Permissible Payment Date) following the date on which Employer receives the applicable invoice from you (and approves such invoice) but in no event later than December 31st of the calendar year following the calendar year in which you incur the related expenses, or in the case of payment contemplated by paragraph 10(v)(e), December 31st of the calendar year following the calendar year in which the applicable taxes are remitted.

d.Any payments delayed under paragraphs 9, 10 and 12 (other than the delayed settlement of equity-based awards subject to Section 409A, if any) as a result of the application of Section 409A shall accrue interest at Employer’s highest borrowing rate in effect on the Separation from Service and such interest shall be paid at the same time as the underlying delayed payment.

e.Excise Taxes.  Notwithstanding anything herein to the contrary, in the event that it is determined by Employer, or by the Internal Revenue Service (the “IRS”) pursuant to an IRS audit (an “Audit”) of your federal income tax return(s), that any payment or benefit provided to you hereunder or otherwise, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any interest or penalties thereon, is herein referred to as the “Excise Tax”), then Employer shall pay (either directly to the IRS as tax withholdings or to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment (a “Tax Neutralization Payment”) in an amount that will place you in the same after-tax economic position that you would have enjoyed if the payment or benefit had not been subject to the Excise Tax.  Employer will consult with its outside tax counsel at its expense, to the extent it reasonably deems appropriate, in making determinations pursuant to the preceding sentence.  The amount of the Tax Neutralization Payment shall be calculated by Employer’s regular independent auditors based on the amount of the Excise Tax paid by Employer as determined by Employer or the IRS.  If the amount of the Excise Tax determined by the IRS is greater than an amount previously determined by

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Employer, Employer’s auditors shall recalculate the amount of the Tax Neutralization Payment.  Employer’s auditors shall provide you with detailed support for its calculations.  Employer shall be responsible for the fees and expenses incurred by its auditors in making these calculations.  You shall promptly notify Employer of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Employer requests, in writing, that you undertake the defense of such IRS claim on behalf of Employer and at Employer’s sole expense.  In such event, Employer may elect to control the conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise Tax, and you shall not settle, compromise or concede such asserted Excise Tax and shall cooperate with Employer in each phase of any contest.

f.Each payment under this Agreement shall be considered a “separate payment” and not of a series of payments for purposes of Section 409A.

(vi)Reimbursement; In-Kind Benefits. In no event shall the reimbursements or in-kind benefits to be provided by Employer under this Agreement in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall your right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.  In addition, in no event shall any such reimbursements be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred.

11.Death.  If you die during the Employment Term, your beneficiary or estate shall be entitled to receive the following:

(i)Employer will pay your Accrued Compensation and Benefits through the date of your death;

(ii)Employer will pay a prorated Bonus for the year of your death based on your Target Bonus and the number of calendar days elapsed during the year through the date of your death (the date of such payment for purposes of Section 409A shall be the date of your death, and such payment shall be made not later than February 28th of the calendar year following the calendar year in which your death occurs);

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(iii)all of your outstanding unvested Employer stock options will vest;

(iv)all such options and all of your outstanding options that have previously vested will remain exercisable for the period provided for under the terms of the applicable award agreement; and

(v)all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity award will vest and, subject to any prior deferral election, be settled within ten (10) business days after the date of your death; provided, that to the extent any such unvested and outstanding equity awards remain subject to performance-based vesting conditions on the date of your death, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, be settled within ten (10) business days thereafter.

12.Senior Advisor or Producer.

(a)Continuation as Advisor; Term.  Upon the earlier of (i) the end of the Employment Term as a result of the termination of your employment pursuant to paragraph 10(b) or 10(c), or (ii) the expiration of the Original Employment Term (provided you remained employed and are being paid on Employer’s payroll through the end of the Original Employment Term and there has not occurred a renewal of the Employment Term), unless you elect otherwise by providing written notice to Employer, your employment shall continue in a different capacity as a Senior Advisor (an “Advisor”) to the Company for a period of four years (the “Advisor Period”), subject to earlier termination of the Advisor Period in accordance with this paragraph 12. The Advisor Period may be terminated by (i) you at any time upon fourteen (14) days’ prior written notice to Employer, (ii) Employer for Cause, as determined in accordance with paragraph 10(a), but without regard to clause (v) of such definition, or (iii) by Employer for any other reason.  The termination of the Advisor Period pursuant to clauses (i) or (ii) in the preceding sentence is hereinafter referred to as a “Non-Qualifying Termination.”  The date on which the Advisor Period commences is hereinafter referred to as the “Commencement Date.”  The period beginning on the Commencement Date and ending immediately prior to the fourth anniversary of the Commencement Date, regardless of any earlier termination of the Advisor Period, shall hereinafter be referred to as the “Original Advisor Period.”

(b)Advisory Services to be Provided During Advisor Period.  During the Advisor Period, you shall provide such advisory services concerning the business, affairs and management of Employer and its subsidiaries as may be reasonably requested by the Chairman or the Chief Executive Officer of Employer (the “Advisory Services”), but you shall not be required to devote more than five (5) days (up to eight (8) hours per day) each month to such services which shall be performed at a time and place mutually

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convenient to you and Employer.  You may accept other employment during the Advisor Period with any charitable, educational, religious or entertainment industry trade, public interest or public service organization and you may provide services to third parties (including serving as a member of the board of directors of any such party and any entity on which you have already been elected to serve during the Employment Term), provided that such services or the entity to whom you are providing such services is not in competition with Employer or any of its subsidiaries (“Permitted Services”).  Any compensation or fees earned by you from Permitted Services shall not reduce the compensation payable by Employer under paragraphs 10(d) or 12.

(c)Producer Services to be Performed.  During the Advisor Period, you shall not be required to provide any services as a Producer (“Producer Services”) unless and until you notify Employer in writing and within thirty (30) days following either the expiration of the Original Employment Term or your Termination Date pursuant to paragraph 10(b) or 10(c), as applicable, that you desire to provide services as a Producer (the “Producer Notice”).  Employer shall notify you in writing at least two weeks prior to the expiration of such 30-day notice period if it has not received the Producer Notice (the “Employer Notice”).  If Employer timely provides you the Employer Notice, but you do not provide the Producer Notice to Employer within the prescribed 30-day period, Employer shall have no further obligation to you related to negotiation of a Production Agreement or your provision of Producer Services, subject to paragraph 10(d)(ii)k and the last sentence of paragraph 12(h), if applicable.

If you provide the Producer Notice while you are an Advisor and within the prescribed 30-day period, the material terms set forth in the letter agreement between you and Employer dated May 2, 2012 (the “Supplemental Agreement”) shall, effective as of the Commencement Date, constitute a binding production agreement.  You and Employer (or an appropriate subsidiary of Employer) shall thereafter endeavor to enter into a binding long-form production agreement within sixty (60) days following the Commencement Date.  The long-form production agreement (i) shall be negotiated in good faith; (ii) shall amend or supersede the Supplemental Agreement and have a term which commences effective as of the Commencement Date; (iii) shall recognize your experience in the industry, your skills and understanding of the Company; and (iv) shall contain substantive provisions relating to television and film production similar to comparable agreements entered into by the Company with a producer during the 36-month period preceding the Commencement Date, including the terms of the Supplemental Agreement.  The Supplemental Agreement or, if you and Employer are able to reach agreement on a long-form production agreement, such long-form production agreement shall hereinafter be referred to as the “Production Agreement.”  The term of any such Production Agreement, subject to earlier termination as may be set forth in the Production Agreement, shall be referred to herein as the “Producer Period,” and the term of any such Production Agreement, assuming no earlier termination of the term of such agreement, shall hereinafter be referred to as the “Original Producer Period.”

If you and Employer are not parties to a Production Agreement, you acknowledge and agree that, during the period in which you serve in the capacity as an Advisor to the Company and for a one-year period thereafter, but in no event beyond the

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Original Advisor Period, you shall be required to submit to Employer (or an appropriate subsidiary of Employer), on an exclusive First Look (as defined herein) basis, all Projects (as defined herein) for Employer’s consideration for potential acquisition, development, production and/or distribution by Employer.  If you and Employer are parties to a Production Agreement, you acknowledge and agree that, during the period in which you serve in the capacity as a Producer to the Company and for a one-year period thereafter, but in no event beyond the Original Producer Period, you shall be required to submit to Employer (or an appropriate subsidiary of Employer), on an exclusive First Look basis, all Projects for Employer’s consideration for potential acquisition, development, production and/or distribution by Employer; provided, however, that if your Production Agreement includes a First Look (or similar) provision(s) containing terms different than those set forth in the following paragraph, the terms of such provision(s) shall apply with respect to any Project(s) specifically contemplated therein. As used herein, “First Look” means that a Project shall be submitted in writing solely and exclusively to an individual specifically designated by Employer for such purpose (your “Project Contact”) before it is submitted by you or on your behalf to any other person or entity; and “Project” means any idea, concept, story or other literary work intended by you or on your behalf for initial exploitation via any means of audio-visual exhibition, including, without limitation, television, motion-picture or theatrical exhibition.

Employer shall notify you of the name and contact information of your Project Contact as promptly as practicable following the Commencement Date, provided, however, that Employer shall have the right to change your Project Contact from time to time with reasonable prior written notice to you.  Employer shall have thirty (30) days following your submission of a Project in which to notify you of its acceptance or rejection of the Project (reducible to fifteen (15) days if you notify Employer at the time of submission that such Project is a “hot property”).  In the event Employer rejects the Project (or fails to notify you of its acceptance of such Project in writing during the foregoing consideration period), you shall be free to submit the Project to any other person or entity and enter into any agreement or arrangement with respect thereto, with no further obligation to Employer whatsoever with respect thereto (whether legal, financial or otherwise), except as otherwise provided below, and without such submission to another person or entity being a violation of the First Look obligation, provided, however, that in the event of a material change in a material element of the Project (e.g., a material change in the development and/or production budget or a change in any key performer, producer, director or writer attached to the Project) prior to you entering into an agreement or arrangement with a third party with respect to such Project or such Project otherwise being set up with a third party, Employer shall be entitled to an additional First Look at the Project on the terms and conditions set forth herein and you shall re-submit the Project to Employer.  In the event Employer accepts the Project by notifying you in writing during the consideration period, you shall negotiate exclusively and in good faith with Employer with respect thereto for a period of thirty (30) days (the “Negotiation Period”).  If no agreement is reached by the end of the Negotiation Period or if Employer is otherwise unable to acquire any necessary third party rights with respect to such Project during the Negotiation Period, you may negotiate with third parties and/or enter into any agreement with third parties with respect to the Project, but you may not enter into any agreement with any third party on terms equally or less favorable to you

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than those last offered by you to Employer without first offering to Employer, by written notice specifying the name of such third party (if you are not otherwise prohibited from disclosing), the same terms and conditions of such agreement (the “Third Party Agreement”).  Employer will have ten (10) days after Employer’s receipt of said offer to accept or reject all of the terms and conditions of the Third Party Agreement by notifying you in writing within such ten day period (with failure to so notify you within such period being deemed a rejection by Employer).  Notwithstanding anything to the contrary contained herein, the non-competition provisions set forth herein shall not apply with respect to any agreement, arrangement, or services provided by you (or any of your affiliates) with respect to any Project which Employer has rejected or not accepted pursuant to the foregoing.

(d)Level of Services.  Notwithstanding paragraphs 12(a), (b) and (c), it is the intent of the parties, and the parties hereby acknowledge, that for so long as the Advisor Period and/or Producer Period remains in effect, the level of bona fide services reasonably anticipated to be performed by you shall remain 45% or less of the average level of bona fide services performed by you during the 36-month period ending on the last day of the Employment Term and, therefore, that your continuing to provide services as a Senior Advisor and/or Producer following the expiration of the Employment Term shall not prevent you from being considered to have incurred a Separation from Service as of your Termination Date.

(e)Advisor Compensation and Benefits.  During the Advisor Period you shall receive a salary at the rate of Four Million Five Hundred Thousand Dollars ($4,500,000) per annum (the “Advisory Fees”), which, for the avoidance of doubt, is in addition to any compensation and/or fees payable to you with respect to any services provided in your role as a Producer (the “Producer Services”).  In addition, during the Advisor Period, subject to the provisions of the applicable plans or programs, including provisions relating to eligibility to participate:

(i)the provisions of paragraphs 5(a), 5(b), 6(a) and 6(b) (but (x) in the case of paragraph 5(b), coverage will be provided at the same coverage level in effect immediately prior to the Commencement Date, and (y) in the case of paragraph 6(b), only with respect to Perquisites and consistent with Employer policies during the Advisor Period) shall continue to apply, other than the right to vacation accruals contemplated by paragraph 5(a) (collectively referred to as the “Additional Compensation and Benefits”).  In the event Employer is unable to provide you with the Additional Compensation and Benefits due to your ineligibility to participate in the applicable Employer plans or programs during the Advisor Period, Employer shall obtain, during the Advisor Period, comparable coverage for you and your dependents with a contribution no greater than that contribution which would be required if you were an active employee covered under Employer’s plan; and

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(ii)your equity awards, including without limitation stock options, restricted stock, restricted stock units or any other form of equity awards you may have been granted prior to the date you became an Advisor, to the extent not already vested or paid out, shall continue to vest or be paid out or exercisable, as the case may be, on their original schedule.

Additionally, during the Advisor Period, you shall be provided with: (w) in either New York or Los Angeles at your election, suitable and appropriate office facilities (at a location within such city to be determined by Employer); (x) a personal secretary (who may be your choice of one of your personal secretaries providing services to you during the Employment Term, to be compensated at the same compensation and benefits cost to Employer in effect immediately prior to the Commencement Date); (y) security services paid for by Employer consistent with the level of services provided by Employer immediately prior to the Commencement Date; and (z) use of aircraft owned, or to the extent aircraft owned by the Company is not available, aircraft leased by the Company, as determined appropriate by the Company taking into account your travel plans, number of passengers and similar considerations, for up to a total of 75 hours per year (collectively, the “Additional Benefits”).

In no event shall the reimbursements or in-kind benefits to be provided by Employer in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall your right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.  In addition, in no event shall any such reimbursements be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred.

(f)Producer Compensation and Benefits.  You will not receive any compensation or fees for the provision of any Producer Services, except as provided under the terms of a Production Agreement and as specifically set forth below:

(i)during the Producer Period, the provisions of paragraphs 5(a), 5(b), 6(a) and 6(b) (but (x) in the case of paragraph 5(b), coverage will be provided at the same coverage level in effect immediately prior to the Commencement Date, and (y) in the case of paragraph 6(b), only with respect to Perquisites and consistent with Employer policies during the Advisor Period) shall continue to apply, other than the right to vacation accruals contemplated by paragraph 5(a) (collectively referred to as the “Producer Period Benefits”).  In the event Employer is unable to provide you with the Producer Period Benefits due to your ineligibility to participate in the applicable Employer plans or programs during the Producer Period, Employer shall obtain, during the Producer Period, comparable coverage for you and your dependents with a contribution no greater than that contribution which would be required if you were an active employee covered under Employer’s plan; and

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(ii)during the Producer Period, Employer shall provide you with the Additional Benefits (the “Additional Producer Benefits”);

provided, however, that neither the Producer Period Benefits nor the Additional Producer Benefits shall be paid or provided to you by Employer to the extent such payments and benefits are paid or provided to you during any portion of the Advisor Period that runs concurrently with the Producer Period.

In no event shall the reimbursements or in-kind benefits to be provided by Employer in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall your right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. In addition, in no event shall any such reimbursements be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred.

(g)Equity Awards.  In consideration of your covenants set forth in paragraph 12(j) and in order to retain your exclusive services as an Advisor (other than in connection with Permitted Services) during the periods described in paragraph 12, Employer agrees that upon the Commencement Date (or if the Commencement Date is not a trading day, on the first trading day after the Commencement Date) (the “Additional RSU Grant Date”), you will automatically be granted restricted stock units having a value equal to Nine Million Dollars ($9,000,000) (the “Additional RSUs”).  The number of Additional RSUs granted on the Additional RSU Grant Date (rounded down to a whole unit for any fractional unit) shall be determined by dividing the value specified in the preceding sentence by the closing price of one share of Class B Common Stock on the Additional RSU Grant Date.  Each Additional RSU shall correspond to one share of Class B Common Stock.  The Additional RSUs shall vest in three (3) equal installments, with the first two installments vesting on first and second anniversaries of the Commencement Date, respectively, and the third installment vesting on the calendar day immediately preceding the third anniversary of the Commencement Date, subject to earlier acceleration or cancellations as provided in paragraph 12(h) or any deferral election.

(h)Consequences of Termination of the Advisor Period.  Upon termination of the Advisor Period:

(i)in a Non-Qualifying Termination, Employer shall have no further obligations to you under the terms of paragraph 12 with respect to your role as an Advisor other than to promptly pay and provide you with Accrued Advisory Compensation and Benefits.  For purposes of this Agreement, “Accrued Advisory Compensation and Benefits” shall consist of: (A) reimbursement of any unpaid business expenses to which you are entitled to reimbursement pursuant to paragraph 6 (and paragraph 12(e)) that were incurred prior to the effective date of the termination of the Advisor Period (such date, the “Advisor Termination Date”), (B) your Advisory Fees through the Advisor Termination Date, and (C) all other

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vested compensation and benefits to which you are entitled to as of the Advisor Termination Date under the terms and conditions applicable to such compensation and benefits.  All of your then unvested Additional RSUs shall be cancelled upon the occurrence of a Non-Qualifying Termination.  The Accrued Advisory Compensation and Benefits shall be paid in a lump sum within 30 days after the Advisor Termination Date.

(ii)due to death or disability (as determined in accordance with your long-term disability plan coverage in effect during the Advisor Period), (A) the Additional RSUs shall become fully vested and, subject to any prior deferral election, be settled within ten (10) business days following the Advisor Termination Date; (B) in the case of your termination due to disability, the provisions of paragraph 5(b) shall continue to apply for the duration of the Original Advisor Period (at the same coverage level in effect immediately prior to the Commencement Date); and (C) you shall be entitled to the Accrued Advisory Compensation and Benefits.

(iii)for any reason other than as set forth in clauses (i) and (ii) above, (A) you shall be entitled to the Accrued Advisory Compensation and Benefits; (B) the Additional RSUs shall become fully vested and, subject to any prior deferral election, be settled within ten (10) business days following the Advisor Termination Date; and (C) Employer shall continue to provide you with the Additional Compensation and Benefits, the Advisory Fees and the Additional Benefits, in each case, for the duration of the Original Advisor Period in accordance with paragraph 12(e).

Additionally, if the Advisor Period is terminated by Employer (x) for any reason other than as set forth in clauses (i) and (ii) above, (y) before you provide the Producer Notice and (z) within the 30-day period following the expiration of the Original Employment Term, you will also receive a cash payment equal to Ten Million Dollars ($10,000,000), payable in a lump sum during the 60-day period beginning on the Commencement Date.

(i)Consequences of Termination of the Producer Period.  Subject to any compensation and benefits to which you are entitled pursuant to the terms of a Production Agreement with the Company, upon termination of the Producer Period:

(i)by you at any time upon fourteen (14) days’ prior written notice to Employer or by Employer for Cause (as determined in accordance with paragraph 10(a), but without regard to clause (v) of such definition), Employer shall have no further obligations to you under the terms of paragraph 12 of this Agreement with respect to your role as a Producer, or under any other agreement (including any Production Agreement), other than to promptly pay and provide you with Accrued Producer Compensation and Benefits.

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For purposes of this Agreement, “Accrued Producer Compensation and Benefits” shall consist of: (A) reimbursement of any unpaid business expenses to which you are entitled to reimbursement pursuant to paragraph 6 (and this paragraph 12) that were incurred prior to the effective date of the termination of the Producer Period (such date, the “Producer Termination Date”), and (B) all other vested compensation and benefits to which you are entitled to as of the Producer Termination Date under the terms and conditions applicable to such compensation and benefits.  The Accrued Producer Compensation and Benefits shall be paid in a lump sum within 30 days after the Producer Termination Date.

(ii)due to death or disability (as determined in accordance with your long-term disability plan coverage in effect during the Producer Period), (A) in the case of your termination due to disability, the provisions of paragraph 5(b) shall continue to apply for the duration of the Original Producer Period (at the same coverage level in effect immediately prior to the Commencement Date); and (B) you shall be entitled to the Accrued Producer Compensation and Benefits.

(iii)for any reason other than set forth in clauses (i) and (ii) above, (A) Employer shall continue to provide you with the Producer Period Benefits and the Additional Producer Benefits, in each case, for the duration of the Original Producer Period in accordance with paragraph 12(f); (B) you shall be entitled to the Accrued Producer Compensation and Benefits; and (C) Employer shall provide you with the “overhead reimbursement,” “television production guaranteed compensation” and “network penalty payments” (as described in Sections A.2, B.1 and D.3, respectively, of Schedule A to the Supplemental Agreement) for the duration of the Original Producer Period, payable in accordance with a schedule(s) to be set forth in the Production Agreement.

(j)Covenants.  The parties hereby agree that (i) the provisions of paragraph 8 are hereby incorporated by reference into this paragraph 12 and shall continue to apply during the period commencing on the Commencement Date and ending on the later of the termination of the Advisor Period and the termination of the Producer Period (such period, the “Extended Restriction Period”)  (other than with respect to any Project which Employer has rejected or not accepted pursuant to the First Look), and any period set forth in the provisions of paragraph 8 that survives any termination of employment or the Employment Term shall survive for the same duration following termination of the Extended Restriction Period, and (ii) the provisions of paragraph 8(a), 8(b) and 8(f) that would otherwise terminate upon the expiration of the Original Employment Term shall continue to apply following the expiration of the Original Employment Term during the Extended Restriction Period, and shall remain in effect as

39

follows: (x) with respect to paragraphs 8(a) and 8(b), until the first anniversary of the termination of the Extended Restriction Period, unless such Extended Restriction Period terminates as a result of the expiration of the Original Advisor Period or the Original Producer Period (in which case the provisions of paragraphs 8(a) and 8(b) shall end on the last day of the Original Advisor Period or the Original Producer Period, as the case may be), and (y) with respect to paragraph 8(f), until the second anniversary of the termination of the Extended Restriction Period, unless such Extended Restriction Period terminates as a result of the expiration of the Original Advisor Period or the Original Producer Period (in which case the provisions of paragraph 8(f) shall end on the last day of the Original Advisor Period or the Original Producer Period, as the case may be).  Notwithstanding the foregoing, if you and Employer enter into a Production Agreement as contemplated in paragraph 12(c), the provisions of paragraph 8 shall not apply to you in your capacity as a Producer during the Producer Period to the extent any activity or conduct described in such provisions is specifically authorized under the terms of your Production Agreement.

(k)Release.  Notwithstanding anything in this Agreement or in any Production Agreement with Employer to the contrary:

(i)Employer’s obligation to make the payments and provide the benefits set forth in paragraph 12(h)(iii) of this Agreement other than the Accrued Advisory Compensation and Benefits shall be conditioned on your execution of a release (the “Advisor Release”) (with all periods for revocation set forth therein having expired) in form and substance substantially identical to that set forth in Schedule A within 60 days following the termination of the Advisor Period (the “Advisor Release Condition”).  The Advisor Release shall not be effective unless and until executed by Employer; provided, however, that execution or non-execution by Employer of the Advisor Release shall not affect whether or not the Advisor Release Condition has been satisfied.  If the maximum period in which the Advisor Release may be revoked ends in the year following the year in which the Advisor Termination Date occurs, then the Advisor Release Condition shall be deemed not to have been satisfied until the later of (i) the first business day in the year following the year in which the Advisor Termination Date occurs or (ii) the date on which the Advisor Release Condition is satisfied (without regard to this sentence).

(ii)Employer’s obligation to make the payments and provide the benefits set forth in paragraph 12(i)(iii) (other than the Accrued Producer Compensation and Benefits) of this Agreement or under any Production Agreement with Employer shall be conditioned on your execution of a release (the “Producer Release”) (with all periods for revocation set forth therein having expired) in form and substance substantially identical to that set forth in Schedule A within 60 days following the termination of the Producer Period

40

(the “Producer Release Condition”).  The Producer Release shall not be effective unless and until executed by Employer; provided, however, that execution or non-execution by Employer of the Producer Release shall not affect whether or not the Producer Release Condition has been satisfied.  If the maximum period in which the Producer Release may be revoked ends in the year following the year in which the Producer Termination Date occurs, then the Producer Release Condition shall be deemed not to have been satisfied until the later of (i) the first business day in the year following the year in which the Producer Termination Date occurs or (ii) the date on which the Producer Release Condition is satisfied (without regard to this sentence).

If, at the time any payments or benefits are scheduled to be paid to you pursuant to paragraph 12(h)(iii) or 12(i)(iii), as applicable, you have not satisfied the Advisor Release Condition or the Producer Release Condition, as applicable, then any such payments and benefits shall be held and accumulated without interest, and shall be paid to you on the first regular payroll date following the effective date of the Advisor Release or the Producer Release, as applicable.

Your failure or refusal to sign and deliver the Advisor Release or the Producer Release, as applicable, or your revocation of an executed and delivered Advisor Release or Producer Release, as applicable, in accordance with applicable laws, whether intentionally or unintentionally, will result in the forfeiture of the payments and benefits under paragraph 12(h)(iii) or 12(i)(iii), as applicable.

(l)Nothing in this paragraph 12 shall create any rights that are duplicative with any rights set forth in any other paragraph of this Agreement.

13.No Mitigation.  You shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall any reduction of such amounts be made for any other compensation that you earn from a subsequent employer (including self-employment).

14.Section 317 and 507 of the Federal Communications Act.  You represent that you have not accepted or given nor will you accept or give, directly or indirectly, any money, services or other valuable consideration from or to anyone other than Employer for the inclusion of any matter as part of any film, television program or other production produced, distributed and/or developed by Employer and/or any of Employer’s affiliates.

15.Equal Opportunity Employer; Employer Business Conduct Statement.  You acknowledge that Employer is an equal opportunity employer. You agree that you will comply with Employer policies regarding employment practices and with applicable federal, state and local laws prohibiting discrimination on the basis of race, color, creed, national origin, age, sex or disability. In addition, you agree that you will comply with Employer’s Supplemental Code of Ethics for Senior Financial Officers and Employer’s Business Conduct Statement.

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16.Indemnification.

(a)If you are made a party, are threatened to be made a party to, or otherwise receive any other legal process in, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that you are or were a director, officer or employee of Employer or are or were serving at the request of Employer as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is your alleged action in an official capacity while serving as director, officer, member, employee or agent, Employer shall indemnify you and hold you harmless to the fullest extent permitted or authorized by Employer’s certificate of incorporation and bylaws or, if greater, by the laws of the State of Delaware, against all cost, expense, liability and loss (including without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any cost and fees incurred in enforcing your rights to indemnification or contribution) reasonably incurred or suffered by you in connection therewith, and such indemnification shall continue even though you have ceased to be a director, member, employee or agent of Employer or other entity and shall inure to the benefit of your heirs, executors and administrators.  Employer shall advance to you all reasonable costs and expenses that you incur in connection with a Proceeding within twenty (20) days after its receipt of a written request for such advance.  Such request shall include an undertaking by you to repay the amount of such advance if it shall ultimately be determined that you are not entitled to be indemnified against such costs and expenses.

(b)Neither the failure of Employer (including its board of directors, independent legal counsel or stockholders) to have made a determination that indemnification of you is proper because you have met the applicable standard of conduct, nor a determination by Employer (including its board of directors, independent legal counsel or stockholders) that you have not met such applicable standard of conduct, shall create a presumption or inference that you have not met the applicable standard of conduct.

(c)To the extent that Employer maintains officers’ and directors’ liability insurance, you will be covered under such policy subject to the exclusions and limitations set forth therein.

(d)The provisions of this Section 16 shall survive the expiration or termination of your employment and/or this Agreement.

17.Notices.  All notices required to be given hereunder shall be given in writing, by personal delivery or by mail at the respective addresses of the parties hereto set forth above, or at such other address as may be designated in writing by either party, and in the case of Employer, to the attention of the General Counsel of Employer. Any notice given by mail shall be deemed to have been given three days following such mailing. Copies of all notices to you shall be given to Grubman Indursky & Shire, P.C.,

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Carnegie Hall Tower, 152 W. 57th Street, New York, NY 10019, Attention: Allen J. Grubman, Esq. and Eric D. Sacks, Esq.

18.Assignment and Successors.  This is an Agreement for the performance of personal services by you and may not be assigned by you or Employer except that Employer may assign this agreement to any affiliate of Employer or any successor in interest to Employer, provided such assignee assumes all of the obligations of Employer hereunder.

19.New York Law.  This Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of New York, without giving effect to the conflicts of laws principles thereof or to those of any other jurisdiction which, in either case, could cause the application of the laws of any jurisdiction other than the State of New York.

20.Disputes.  Any disputes between the parties to this Agreement shall be settled by arbitration in New York, New York under the auspices of the American Arbitration Association, before a panel of three (3) arbitrators, in accordance with the National Rules for the Resolution of Employment Disputes promulgated by the Association. Each party shall select an arbitrator and the two (2) arbitrators shall select a third and these three arbitrators shall form the panel. The decision in such arbitration shall be final and conclusive on the parties and judgment upon such decision may be entered into in any court having jurisdiction thereof. Costs of the arbitration or litigation, including, without limitation, reasonable attorneys’ fees and expenses of both parties, shall be borne by Employer if you prevail on at least one of the material issues that is the subject of the arbitration. If you do not so prevail, you and Employer shall equally share costs of the arbitration or litigation other than attorneys’ fees, and each of you and Employer shall bear its own attorneys’ fees and expenses. Nothing herein shall prevent Employer from seeking equitable relief in court as provided for in paragraph 8(i) or shall prevent either party from seeking equitable relief in court in aid of arbitration under applicable law.

21.No Implied Contract.  Nothing contained in this Agreement shall be construed to impose any obligation on Employer to renew this Agreement or any portion thereof. The parties intend to be bound only upon execution of a written agreement and no negotiation, exchange of draft or partial performance shall be deemed to imply an agreement. Neither the continuation of employment nor any other conduct shall be deemed to imply a continuing agreement upon the expiration of this Agreement.

22.Entire Understanding; Amendments.  This Agreement contains the entire understanding of the parties hereto relating to the subject matter herein contained, and supersedes the Prior Agreement, provided, however, that no provision in this Agreement shall be construed to adversely affect any of your rights with respect to equity awards granted on or prior to the Start Date pursuant to the terms of the Prior Agreement.  This Agreement can be amended only by a writing signed by both parties hereto.

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23.Waivers.  Waiver by either you or by Employer of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert its or his rights hereunder on any occasion or series of occasions.

24.Void Provisions.  If any provision of this Agreement, as applied to either party or to any circumstances, shall be adjudged by a court to be void or unenforceable, the same shall be deemed stricken from this Agreement and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

25.Deductions and Withholdings, Payment of Deferred Compensation.  All amounts payable under this Agreement shall be paid less deductions and income and payroll tax withholdings as may be required under applicable law and any benefits and perquisites provided to you under this Agreement shall be taxable to you as may be required under applicable law.

26.Section 409A.  To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A.  This Agreement shall be construed in a manner to give effect to such intention.  In no event whatsoever (including, but not limited to as a result of this paragraph 26 or otherwise) shall Employer or any of its subsidiaries or affiliates be liable for any tax, interest or penalties that may be imposed on you under Section 409A.  Neither Employer nor any of its subsidiaries or affiliates has any obligation to indemnify or otherwise hold you harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto.  You acknowledge that you have been advised to obtain independent legal, tax or other counsel in connection with Section 409A.

27.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

28.Headings.  The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless otherwise expressly provided for in this Agreement, the word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

29.Revision to Letter Agreement.  Effective upon execution of this Agreement by the parties hereto, the Supplemental Agreement is amended (i) to change the reference to “February 23, 2010” in the first paragraph thereof with a reference to “October 15, 2012”; (ii) to replace the word “three” with the word “four” in the second paragraph thereof; (iii) to replace all references to “Senior Advisor/Producer” with a reference to “Advisor” and all references to “Advisor/Producer Period” with a reference to “Advisor Period”; and (iv) to replace the references to “Advisor Producer Period”,

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“paragraph 12(g)(iii)”, “Term” and “paragraph 12(i)” in the final paragraph of Schedule A to the Supplemental Agreement with references to “Producer Period”, “paragraph 12(i)(iii)”, “Original Producer Period” and “paragraph 12(k)”, respectively.  Except as provided in the preceding sentence, the Supplemental Agreement shall continue in full force and effect in accordance with its terms.

[signature page to follow]

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If the foregoing correctly sets forth our understanding, please sign, date and return all four (4) copies of this Agreement and return it to the undersigned for execution on behalf of Employer; after this Agreement has been executed by Employer and a fully executed copy returned to you, it shall constitute a binding agreement between us.

		Very truly yours,
		CBS CORPORATION
		/s/ Anthony G. Ambrosio
		Name:	Anthony G. Ambrosio
		Title:	Executive Vice President, Human Resources & Administration
ACCEPTED AND AGREED:
/s/ Leslie Moonves
Name: Leslie Moonves
Dated:	10-15-12

SCHEDULE A

Form of Release

GENERAL RELEASE

WHEREAS, Leslie Moonves (hereinafter referred to as the “Executive”) and CBS Corporation (hereinafter referred to as “Employer”) are parties to an Employment Agreement, dated October 15, 2012 (the “Employment Agreement”), which provided for the Executive’s employment with Employer on the terms and conditions specified therein; and

WHEREAS, pursuant to paragraph [10(d)] [12] of the Employment Agreement, the Executive has agreed to execute a release of the type and nature set forth herein as a condition to his entitlement to certain payments and benefits upon his termination of employment with Employer; and

NOW, THEREFORE, in consideration of the premises and mutual promises herein contained and for other good and valuable consideration received or to be received by the Executive in accordance with the terms of the Employment Agreement, it is agreed as follows:

1.(a) Excluding enforcement of the covenants, promises and/or rights reserved herein, the Executive hereby irrevocably and unconditionally releases, acquits and forever discharges Employer and each of Employer’s owners, stockholders, predecessors, successors, assigns, directors, officers, employees, divisions, subsidiaries, affiliates (and directors, officers and employees of such companies, divisions, subsidiaries and affiliates) and all persons acting by, through, under or in concert with any of them (collectively “Releasees”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, or any tort or any legal restrictions on Employer’s right to terminate employees, or any Federal, state or other governmental statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination In Employment Act of 1967 (“ADEA”), as amended, the Employee Retirement Income Security Act (“ERISA”), as amended, the Civil Rights Act of 1991, as amended, the Rehabilitation Act of 1973, as amended, the Older Workers Benefit Protection Act (“OWBPA”), as amended, the Worker Adjustment Retraining and Notification Act (“WARN”), as amended, the Fair Labor Standards Act (“FLSA”), as amended, the Occupational Safety and Health Act of 1970 (“OSHA”), the New York State Human Rights Law, as amended, the New York Labor Act, as amended, the New York Equal Pay Law, as amended, the New York Civil Rights Law, as amended, the New York Rights of Persons With Disabilities Law, as amended, and the New York

Equal Rights Law, as amended, that the Executive now has, or has ever had, or ever shall have, against each or any of the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of the Executive’s execution hereof that directly or indirectly arise out of, relate to, or are connected with, the Executive’s services to, or employment by Employer (any of the foregoing being a “Claim” or, collectively, the “Claims”); provided, however, that this release shall not apply to any of the obligations of Employer or any other Releasee under the Employment Agreement, or under any agreements, plans, contracts, documents or programs described or referenced in the Employment Agreement; and provided, further, that this release shall not apply to any rights the Executive may have to obtain contribution or indemnity against Employer or any other Releasee pursuant to contract, Employer’s certificate of incorporation and by-laws or otherwise.

(b)Excluding enforcement of the covenants, promises and/or rights reserved herein, the Employer hereby irrevocably and unconditionally releases, acquits and forever discharges Executive from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, that the Employer now has, or has ever had, or ever shall have, against Executive, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring through the date of Employer execution of this release that directly or indirectly arise out of, relate to, or are connected with, the Executive’s services to, or employment by Employer; provided, however, that this release shall not apply to any of the continuing obligations of Executive under the Employment Agreement, or under any agreements, plans, contracts, documents or programs described or referenced in the Employment Agreement; and provided, further, that this release shall not apply to any rights Employer may have to obtain contribution or indemnity against Executive pursuant to contract or otherwise.

2.The Executive expressly waives and relinquishes all rights and benefits afforded by California Civil Code Section 1542 and does so understanding and acknowledging the significance of such specific waiver of Section 1542.  Section 1542 states as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Releasees, the Executive expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims that the Executive does not know or suspect to exist in the Executive’s favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of any such Claim or Claims.

3.The Executive understands that he has been given a period of twenty-one (21) days to review and consider this General Release before signing it pursuant to the Age Discrimination In Employment Act of 1967, as amended.  The Executive further understands that he may use as much of this 21-day period as the Executive wishes prior to signing.

4.The Executive acknowledges and represents that he understands that he may revoke the release set forth in paragraph 1, including, the waiver of his rights under the Age Discrimination in Employment Act of 1967, as amended, effectuated in this Agreement within seven (7) days of signing this Agreement. Revocation can be made by delivering a written notice of revocation to Executive Vice President & General Counsel, CBS Corporation, 51 West 52nd Street, New York, New York 10019.  For this revocation to be effective, written notice must be received by the General Counsel no later than the close of business on the seventh day after the Executive signs this Agreement.  If the Executive revokes the release set forth in paragraph 1, Employer shall have no obligations to the Executive under paragraph [10(d)] [12] of the Employment Agreement.

5.The Executive and Employer respectively represent and acknowledge that in executing this Agreement neither of them is relying upon, and has not relied upon, any representation or statement not set forth herein made by any of the agents, representatives or attorneys of the Releasees with regard to the subject matter, basis or effect of this Agreement or otherwise.

6.This Agreement shall not in any way be construed as an admission by any of the Releasees that any Releasee has acted wrongfully or that the Executive has any rights whatsoever against any of the Releasees except as specifically set forth herein, and each of the Releasees specifically disclaims any liability to any party for any wrongful acts.

7.It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under law.  Should there be any conflict between any provision hereof and any present or future law, such law shall prevail, but the provisions affected thereby shall be curtailed and limited only to the extent necessary to bring them within the requirements of law, and the remaining provisions of this Agreement shall remain in full force and effect and be fully valid and enforceable.

8.The Executive represents and agrees (a) that the Executive has to the extent he desires discussed all aspects of this Agreement with his attorney, (b) that the Executive has carefully read and fully understands all of the provisions of this Agreement, and (c) that the Executive is voluntarily entering into this Agreement.

9.This General Release shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws principles thereof or to those of any other jurisdiction which, in either case, could cause

the application of the laws of any jurisdiction other than the State of New York.  This General Release is binding on the successors and assigns of, and sets forth the entire agreement between, the parties hereto; fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof; and may not be changed except by explicit written agreement to that effect subscribed by the parties hereto.

PLEASE READ CAREFULLY. THIS GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

This General Release is executed by the Executive and Employer as of the                day of                     , 20   .

Leslie Moonves

CBS CORPORATION

By:

Title:

EX-12

Exhibit 12

CBS CORPORATION AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Tabular dollars in millions, except ratios)

	Nine Months Ended				Twelve Months Ended
	September 30,				December 31,
	2012		2011		2011		2010		2009		2008			2007
Earnings (loss) from continuing operations before income taxes and equity in loss of investee companies	$	1,858	$	1,542	$	2,083	$	1,222	$	443	$	(12,575	)	$	2,133
Add:
Distributions from investee companies	3		2		13		—		2		6			8
Interest expense, net of capitalized interest	309		330		436		529		542		547			571
1/3 of rental expense	141		146		200		198		206		216			193
Total earnings (loss) from continuing operations	$	2,311	$	2,020	$	2,732	$	1,949	$	1,193	$	(11,806	)	$	2,905
Fixed charges:
Interest expense, net of capitalized interest	$	309	$	330	$	436	$	529	$	542	$	547		$	571
1/3 of rental expense	141		146		200		198		206		216			193
Total fixed charges	$	450	$	476	$	636	$	727	$	748	$	763		$	764
Ratio of earnings to fixed charges	5.1x		4.2x		4.3x		2.7x		1.6x		Note a			3.8x

Note:

(a) Earnings are inadequate to cover fixed charges by $12.57 billion in 2008 due to the noncash 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: November 7, 2012

/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: November 7, 2012

/s/ Joseph R. Ianniello

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 September 30, 2012 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
November 7, 2012

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 September 30, 2012 as filed with the Securities and Exchange Commission (the "Report"), I, Joseph R. Ianniello, Executive Vice President and 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
November 7, 2012

XML

Stockholders' Equity (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	1 Months Ended	3 Months Ended			9 Months Ended		21 Months Ended
	Oct. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Stockholders' Equity Details [Abstract]
Class B Common Stock repurchased under repurchase program (shares)		8.6			27.0		69.2
Value of shares repurchased		$ 300,000,000			$ 871,000,000		$ 1,890,000,000
Average price per share repurchased (in dollars per share)					$ 32.26		$ 27.31
Remaining authorization under share repurchase program					2,810,000,000
Increase in cash dividend per share (percentage)		0.20
Dividends per common share (in dollars per share)		$ 0.12	$ 0.10	$ 0.10	$ 0.32	$ 0.25
Dividends recorded on common stock		78,000,000			210,000,000	170,000,000
Dividends recorded on unvested restricted share units		1,000,000
Dividends paid	$ 77,000,000				$ 199,000,000	$ 140,000,000
Dividend declared, date paid		Oct. 01, 2012

XML

Condensed Consolidating Financials (Details) (USD $)	1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 31, 2012	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Condensed Consolidating Statement Of Operations [Abstract]
Revenues		$ 3,418,000,000	$ 3,365,000,000	$ 10,818,000,000	$ 10,461,000,000
Expenses:
Operating		1,841,000,000	1,810,000,000	6,179,000,000	6,116,000,000
Selling, general and administrative		679,000,000	718,000,000	2,056,000,000	2,059,000,000
Impairment charges		0	0	11,000,000	0
Depreciation and amortization		127,000,000	134,000,000	390,000,000	412,000,000
Total expenses		2,647,000,000	2,662,000,000	8,636,000,000	8,587,000,000
Operating Income (Loss)		771,000,000	703,000,000	2,182,000,000	1,874,000,000
Interest (expense) income, net		(93,000,000)	(108,000,000)	(304,000,000)	(325,000,000)
Net loss on early extinguishment of debt		(57,000,000)	0	(32,000,000)	0
Other items, net		3,000,000	(21,000,000)	12,000,000	(7,000,000)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		624,000,000	574,000,000	1,858,000,000	1,542,000,000
(Provision) benefit for income taxes		(219,000,000)	(217,000,000)	(647,000,000)	(569,000,000)
Equity in earnings (loss) of investee companies, net of tax		(14,000,000)	(19,000,000)	(30,000,000)	(38,000,000)
Net earnings		391,000,000	338,000,000	1,181,000,000	935,000,000
Comprehensive income (loss)		421,000,000	317,000,000	1,216,000,000	948,000,000
ASSETS
Cash and cash equivalents		947,000,000	947,000,000	947,000,000	947,000,000
Receivables, net		3,202,000,000		3,202,000,000		3,254,000,000
Programming and other inventory (Note 4)		685,000,000		685,000,000		735,000,000
Prepaid expenses and other current assets		954,000,000		954,000,000		894,000,000
Total current assets		5,788,000,000		5,788,000,000		5,543,000,000
Property and equipment		5,424,000,000		5,424,000,000		5,334,000,000
Less accumulated depreciation and amortization		3,052,000,000		3,052,000,000		2,824,000,000
Net property and equipment		2,372,000,000		2,372,000,000		2,510,000,000
Programming and other inventory (Note 4)		1,467,000,000		1,467,000,000		1,496,000,000
Goodwill		8,606,000,000		8,606,000,000		8,620,000,000
Intangible assets (Note 3)		6,483,000,000		6,483,000,000		6,526,000,000
Investments in consolidated subsidiaries		0		0		0
Other assets		1,676,000,000		1,676,000,000		1,502,000,000
Intercompany		0		0		0
Total Assets		26,392,000,000		26,392,000,000		26,197,000,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		345,000,000		345,000,000		410,000,000
Participants' share and royalties payable		847,000,000		847,000,000		938,000,000
Program rights		506,000,000		506,000,000		577,000,000
Current portion of long-term debt (Note 6)		20,000,000		20,000,000		24,000,000
Accrued expenses and other current liabilities		1,945,000,000		1,945,000,000		1,984,000,000
Total current liabilities		3,663,000,000		3,663,000,000		3,933,000,000
Long-term debt		5,907,000,000		5,907,000,000		5,958,000,000
Other liabilities		6,533,000,000		6,533,000,000		6,398,000,000
Intercompany		0		0		0
Stockholders' Equity
Preferred Stock		0		0		0
Common stock		1,000,000		1,000,000		1,000,000
Additional paid-in capital		43,429,000,000		43,429,000,000		43,395,000,000
Retained earnings (deficit)		(27,162,000,000)		(27,162,000,000)		(28,343,000,000)
Accumulated other comprehensive income (loss)		(404,000,000)		(404,000,000)		(439,000,000)
Stockholders' equity including treasury stock		15,864,000,000		15,864,000,000		14,614,000,000
Less treasury stock, at cost		5,575,000,000		5,575,000,000		4,706,000,000
Total stockholders' equity		10,289,000,000		10,289,000,000		9,908,000,000
Total Liabilities and Stockholders' Equity		26,392,000,000		26,392,000,000		26,197,000,000
Condensed Consolidating Statement Of Cash Flows [Abstract]
Net cash flow provided by (used for) operating activities				1,480,000,000	1,680,000,000
Investing Activities:
Acquisitions, net of cash acquired				(70,000,000)	(73,000,000)
Capital expenditures		(59,000,000)	(57,000,000)	(152,000,000)	(152,000,000)
Investments in and advances to investee companies				(54,000,000)	(45,000,000)
Proceeds from sale of investments				11,000,000	8,000,000
Proceeds from dispositions				46,000,000	13,000,000
Net cash flow provided by (used for) investing activities				(219,000,000)	(249,000,000)
Financing Activities:
Proceeds from issuance of notes				1,567,000,000	4,000,000
Repayment of notes				(1,583,000,000)	(2,000,000)
Payment of capital lease obligations				(15,000,000)	(14,000,000)
Payment of contingent consideration				(33,000,000)	0
Dividends	(77,000,000)			(199,000,000)	(140,000,000)
Purchase of company common stock				(839,000,000)	(850,000,000)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation				(105,000,000)	(81,000,000)
Proceeds from exercise of stock options				140,000,000	58,000,000
Excess tax benefit from stock-based compensation				93,000,000	66,000,000
Other financing activities				0	(5,000,000)
Increase (decrease) in intercompany				0	0
Net cash flow provided by (used for) financing activities				(974,000,000)	(964,000,000)
Net increase (decrease) in cash and cash equivalents				287,000,000	467,000,000
Cash and cash equivalents at beginning of period	947,000,000			660,000,000	480,000,000
Cash and cash equivalents at end of period		947,000,000	947,000,000	947,000,000	947,000,000
CBS Corp. [Member]
Condensed Consolidating Statement Of Operations [Abstract]
Revenues		36,000,000	30,000,000	103,000,000	93,000,000
Expenses:
Operating		19,000,000	19,000,000	53,000,000	53,000,000
Selling, general and administrative		21,000,000	24,000,000	64,000,000	80,000,000
Impairment charges				0
Depreciation and amortization		1,000,000	1,000,000	4,000,000	4,000,000
Total expenses		41,000,000	44,000,000	121,000,000	137,000,000
Operating Income (Loss)		(5,000,000)	(14,000,000)	(18,000,000)	(44,000,000)
Interest (expense) income, net		(114,000,000)	(129,000,000)	(366,000,000)	(389,000,000)
Net loss on early extinguishment of debt		(57,000,000)		(32,000,000)
Other items, net		1,000,000	(1,000,000)	1,000,000	0
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		(175,000,000)	(144,000,000)	(415,000,000)	(433,000,000)
(Provision) benefit for income taxes		61,000,000	54,000,000	146,000,000	158,000,000
Equity in earnings (loss) of investee companies, net of tax		505,000,000	428,000,000	1,450,000,000	1,210,000,000
Net earnings		391,000,000	338,000,000	1,181,000,000	935,000,000
Comprehensive income (loss)		421,000,000	317,000,000	1,216,000,000	948,000,000
ASSETS
Cash and cash equivalents		622,000,000	510,000,000	622,000,000	510,000,000
Receivables, net		20,000,000		20,000,000		30,000,000
Programming and other inventory (Note 4)		6,000,000		6,000,000		6,000,000
Prepaid expenses and other current assets		107,000,000		107,000,000		81,000,000
Total current assets		755,000,000		755,000,000		251,000,000
Property and equipment		41,000,000		41,000,000		46,000,000
Less accumulated depreciation and amortization		11,000,000		11,000,000		14,000,000
Net property and equipment		30,000,000		30,000,000		32,000,000
Programming and other inventory (Note 4)		4,000,000		4,000,000		8,000,000
Goodwill		98,000,000		98,000,000		98,000,000
Intangible assets (Note 3)		0		0		0
Investments in consolidated subsidiaries		38,226,000,000		38,226,000,000		36,473,000,000
Other assets		182,000,000		182,000,000		223,000,000
Intercompany		0		0		0
Total Assets		39,295,000,000		39,295,000,000		37,085,000,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		1,000,000		1,000,000		5,000,000
Participants' share and royalties payable		0		0		0
Program rights		9,000,000		9,000,000		7,000,000
Current portion of long-term debt (Note 6)		4,000,000		4,000,000		7,000,000
Accrued expenses and other current liabilities		352,000,000		352,000,000		311,000,000
Total current liabilities		366,000,000		366,000,000		330,000,000
Long-term debt		5,794,000,000		5,794,000,000		5,845,000,000
Other liabilities		3,051,000,000		3,051,000,000		3,169,000,000
Intercompany		19,795,000,000		19,795,000,000		17,833,000,000
Stockholders' Equity
Preferred Stock		0		0		0
Common stock		1,000,000		1,000,000		1,000,000
Additional paid-in capital		43,429,000,000		43,429,000,000		43,395,000,000
Retained earnings (deficit)		(27,162,000,000)		(27,162,000,000)		(28,343,000,000)
Accumulated other comprehensive income (loss)		(404,000,000)		(404,000,000)		(439,000,000)
Stockholders' equity including treasury stock		15,864,000,000		15,864,000,000		14,614,000,000
Less treasury stock, at cost		5,575,000,000		5,575,000,000		4,706,000,000
Total stockholders' equity		10,289,000,000		10,289,000,000		9,908,000,000
Total Liabilities and Stockholders' Equity		39,295,000,000		39,295,000,000		37,085,000,000
Condensed Consolidating Statement Of Cash Flows [Abstract]
Net cash flow provided by (used for) operating activities				(692,000,000)	(495,000,000)
Investing Activities:
Acquisitions, net of cash acquired				0	0
Capital expenditures				0	0
Investments in and advances to investee companies				0	0
Proceeds from sale of investments				0	0
Proceeds from dispositions				0	0
Net cash flow provided by (used for) investing activities				0	0
Financing Activities:
Proceeds from issuance of notes				1,567,000,000	0
Repayment of notes				(1,583,000,000)	0
Payment of capital lease obligations				0	0
Payment of contingent consideration				0
Dividends				(199,000,000)	(140,000,000)
Purchase of company common stock				(839,000,000)	(850,000,000)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation				(105,000,000)	(81,000,000)
Proceeds from exercise of stock options				140,000,000	58,000,000
Excess tax benefit from stock-based compensation				93,000,000	66,000,000
Other financing activities					(5,000,000)
Increase (decrease) in intercompany				2,106,000,000	1,852,000,000
Net cash flow provided by (used for) financing activities				1,180,000,000	900,000,000
Net increase (decrease) in cash and cash equivalents				488,000,000	405,000,000
Cash and cash equivalents at beginning of period				134,000,000	105,000,000
Cash and cash equivalents at end of period		622,000,000	510,000,000	622,000,000	510,000,000
CBS Operations Inc. [Member]
Condensed Consolidating Statement Of Operations [Abstract]
Revenues		32,000,000	50,000,000	156,000,000	123,000,000
Expenses:
Operating		26,000,000	35,000,000	106,000,000	93,000,000
Selling, general and administrative		57,000,000	61,000,000	182,000,000	183,000,000
Impairment charges				0
Depreciation and amortization		3,000,000	3,000,000	10,000,000	11,000,000
Total expenses		86,000,000	99,000,000	298,000,000	287,000,000
Operating Income (Loss)		(54,000,000)	(49,000,000)	(142,000,000)	(164,000,000)
Interest (expense) income, net		(88,000,000)	(88,000,000)	(261,000,000)	(255,000,000)
Net loss on early extinguishment of debt		0		0
Other items, net		(5,000,000)	11,000,000	(6,000,000)	10,000,000
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		(147,000,000)	(126,000,000)	(409,000,000)	(409,000,000)
(Provision) benefit for income taxes		52,000,000	47,000,000	144,000,000	149,000,000
Equity in earnings (loss) of investee companies, net of tax		320,000,000	219,000,000	912,000,000	939,000,000
Net earnings		225,000,000	140,000,000	647,000,000	679,000,000
Comprehensive income (loss)		220,000,000	144,000,000	639,000,000	678,000,000
ASSETS
Cash and cash equivalents		1,000,000	1,000,000	1,000,000	1,000,000
Receivables, net		89,000,000		89,000,000		54,000,000
Programming and other inventory (Note 4)		5,000,000		5,000,000		4,000,000
Prepaid expenses and other current assets		85,000,000		85,000,000		83,000,000
Total current assets		180,000,000		180,000,000		142,000,000
Property and equipment		107,000,000		107,000,000		100,000,000
Less accumulated depreciation and amortization		66,000,000		66,000,000		56,000,000
Net property and equipment		41,000,000		41,000,000		44,000,000
Programming and other inventory (Note 4)		96,000,000		96,000,000		125,000,000
Goodwill		62,000,000		62,000,000		62,000,000
Intangible assets (Note 3)		0		0		0
Investments in consolidated subsidiaries		8,883,000,000		8,883,000,000		7,972,000,000
Other assets		20,000,000		20,000,000		20,000,000
Intercompany		3,733,000,000		3,733,000,000		4,022,000,000
Total Assets		13,015,000,000		13,015,000,000		12,387,000,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		5,000,000		5,000,000		17,000,000
Participants' share and royalties payable		38,000,000		38,000,000		28,000,000
Program rights		4,000,000		4,000,000		5,000,000
Current portion of long-term debt (Note 6)		0		0		0
Accrued expenses and other current liabilities		256,000,000		256,000,000		279,000,000
Total current liabilities		303,000,000		303,000,000		329,000,000
Long-term debt		0		0		0
Other liabilities		421,000,000		421,000,000		406,000,000
Intercompany		0		0		0
Stockholders' Equity
Preferred Stock		0		0		0
Common stock		123,000,000		123,000,000		123,000,000
Additional paid-in capital		0		0		0
Retained earnings (deficit)		12,507,000,000		12,507,000,000		11,860,000,000
Accumulated other comprehensive income (loss)		(8,000,000)		(8,000,000)		0
Stockholders' equity including treasury stock		12,622,000,000		12,622,000,000		11,983,000,000
Less treasury stock, at cost		331,000,000		331,000,000		331,000,000
Total stockholders' equity		12,291,000,000		12,291,000,000		11,652,000,000
Total Liabilities and Stockholders' Equity		13,015,000,000		13,015,000,000		12,387,000,000
Condensed Consolidating Statement Of Cash Flows [Abstract]
Net cash flow provided by (used for) operating activities				(167,000,000)	(164,000,000)
Investing Activities:
Acquisitions, net of cash acquired				0	0
Capital expenditures				(7,000,000)	(5,000,000)
Investments in and advances to investee companies				0	0
Proceeds from sale of investments				11,000,000	8,000,000
Proceeds from dispositions				0	0
Net cash flow provided by (used for) investing activities				4,000,000	3,000,000
Financing Activities:
Proceeds from issuance of notes				0	0
Repayment of notes				0	0
Payment of capital lease obligations				0	0
Payment of contingent consideration				0
Dividends				0	0
Purchase of company common stock				0	0
Payment of payroll taxes in lieu of issuing shares for stock-based compensation				0	0
Proceeds from exercise of stock options				0	0
Excess tax benefit from stock-based compensation				0	0
Other financing activities					0
Increase (decrease) in intercompany				163,000,000	161,000,000
Net cash flow provided by (used for) financing activities				163,000,000	161,000,000
Net increase (decrease) in cash and cash equivalents				0	0
Cash and cash equivalents at beginning of period				1,000,000	1,000,000
Cash and cash equivalents at end of period		1,000,000	1,000,000	1,000,000	1,000,000
Non-Guarantor Affiliates [Member]
Condensed Consolidating Statement Of Operations [Abstract]
Revenues		3,350,000,000	3,285,000,000	10,559,000,000	10,245,000,000
Expenses:
Operating		1,796,000,000	1,756,000,000	6,020,000,000	5,970,000,000
Selling, general and administrative		601,000,000	633,000,000	1,810,000,000	1,796,000,000
Impairment charges				11,000,000
Depreciation and amortization		123,000,000	130,000,000	376,000,000	397,000,000
Total expenses		2,520,000,000	2,519,000,000	8,217,000,000	8,163,000,000
Operating Income (Loss)		830,000,000	766,000,000	2,342,000,000	2,082,000,000
Interest (expense) income, net		109,000,000	109,000,000	323,000,000	319,000,000
Net loss on early extinguishment of debt		0		0
Other items, net		7,000,000	(31,000,000)	17,000,000	(17,000,000)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies		946,000,000	844,000,000	2,682,000,000	2,384,000,000
(Provision) benefit for income taxes		(332,000,000)	(318,000,000)	(937,000,000)	(876,000,000)
Equity in earnings (loss) of investee companies, net of tax		(14,000,000)	(19,000,000)	(30,000,000)	(38,000,000)
Net earnings		600,000,000	507,000,000	1,715,000,000	1,470,000,000
Comprehensive income (loss)		627,000,000	476,000,000	1,735,000,000	1,463,000,000
ASSETS
Cash and cash equivalents		324,000,000	436,000,000	324,000,000	436,000,000
Receivables, net		3,093,000,000		3,093,000,000		3,170,000,000
Programming and other inventory (Note 4)		674,000,000		674,000,000		725,000,000
Prepaid expenses and other current assets		790,000,000		790,000,000		752,000,000
Total current assets		4,881,000,000		4,881,000,000		5,172,000,000
Property and equipment		5,276,000,000		5,276,000,000		5,188,000,000
Less accumulated depreciation and amortization		2,975,000,000		2,975,000,000		2,754,000,000
Net property and equipment		2,301,000,000		2,301,000,000		2,434,000,000
Programming and other inventory (Note 4)		1,367,000,000		1,367,000,000		1,363,000,000
Goodwill		8,446,000,000		8,446,000,000		8,460,000,000
Intangible assets (Note 3)		6,483,000,000		6,483,000,000		6,526,000,000
Investments in consolidated subsidiaries		0		0		0
Other assets		1,474,000,000		1,474,000,000		1,259,000,000
Intercompany		16,062,000,000		16,062,000,000		14,103,000,000
Total Assets		41,014,000,000		41,014,000,000		39,317,000,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		339,000,000		339,000,000		388,000,000
Participants' share and royalties payable		809,000,000		809,000,000		910,000,000
Program rights		493,000,000		493,000,000		565,000,000
Current portion of long-term debt (Note 6)		16,000,000		16,000,000		17,000,000
Accrued expenses and other current liabilities		1,365,000,000		1,365,000,000		1,417,000,000
Total current liabilities		3,022,000,000		3,022,000,000		3,297,000,000
Long-term debt		113,000,000		113,000,000		113,000,000
Other liabilities		3,061,000,000		3,061,000,000		2,824,000,000
Intercompany		0		0		0
Stockholders' Equity
Preferred Stock		128,000,000		128,000,000		128,000,000
Common stock		1,136,000,000		1,136,000,000		1,136,000,000
Additional paid-in capital		61,690,000,000		61,690,000,000		61,690,000,000
Retained earnings (deficit)		(23,651,000,000)		(23,651,000,000)		(25,366,000,000)
Accumulated other comprehensive income (loss)		315,000,000		315,000,000		295,000,000
Stockholders' equity including treasury stock		39,618,000,000		39,618,000,000		37,883,000,000
Less treasury stock, at cost		4,800,000,000		4,800,000,000		4,800,000,000
Total stockholders' equity		34,818,000,000		34,818,000,000		33,083,000,000
Total Liabilities and Stockholders' Equity		41,014,000,000		41,014,000,000		39,317,000,000
Condensed Consolidating Statement Of Cash Flows [Abstract]
Net cash flow provided by (used for) operating activities				2,339,000,000	2,339,000,000
Investing Activities:
Acquisitions, net of cash acquired				(70,000,000)	(73,000,000)
Capital expenditures				(145,000,000)	(147,000,000)
Investments in and advances to investee companies				(54,000,000)	(45,000,000)
Proceeds from sale of investments				0	0
Proceeds from dispositions				46,000,000	13,000,000
Net cash flow provided by (used for) investing activities				(223,000,000)	(252,000,000)
Financing Activities:
Proceeds from issuance of notes				0	4,000,000
Repayment of notes				0	(2,000,000)
Payment of capital lease obligations				(15,000,000)	(14,000,000)
Payment of contingent consideration				(33,000,000)
Dividends				0	0
Purchase of company common stock				0	0
Payment of payroll taxes in lieu of issuing shares for stock-based compensation				0	0
Proceeds from exercise of stock options				0	0
Excess tax benefit from stock-based compensation				0	0
Other financing activities					0
Increase (decrease) in intercompany				(2,269,000,000)	(2,013,000,000)
Net cash flow provided by (used for) financing activities				(2,317,000,000)	(2,025,000,000)
Net increase (decrease) in cash and cash equivalents				(201,000,000)	62,000,000
Cash and cash equivalents at beginning of period				525,000,000	374,000,000
Cash and cash equivalents at end of period		324,000,000	436,000,000	324,000,000	436,000,000
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
Impairment charges				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
Net 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		(825,000,000)	(647,000,000)	(2,362,000,000)	(2,149,000,000)
Net earnings		(825,000,000)	(647,000,000)	(2,362,000,000)	(2,149,000,000)
Comprehensive income (loss)		(847,000,000)	(620,000,000)	(2,374,000,000)	(2,141,000,000)
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		(28,000,000)		(28,000,000)		(22,000,000)
Total current assets		(28,000,000)		(28,000,000)		(22,000,000)
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		(47,109,000,000)		(47,109,000,000)		(44,445,000,000)
Other assets		0		0		0
Intercompany		(19,795,000,000)		(19,795,000,000)		(18,125,000,000)
Total Assets		(66,932,000,000)		(66,932,000,000)		(62,592,000,000)
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		(28,000,000)		(28,000,000)		(23,000,000)
Total current liabilities		(28,000,000)		(28,000,000)		(23,000,000)
Long-term debt		0		0		0
Other liabilities		0		0		(1,000,000)
Intercompany		(19,795,000,000)		(19,795,000,000)		(17,833,000,000)
Stockholders' Equity
Preferred Stock		(128,000,000)		(128,000,000)		(128,000,000)
Common stock		(1,259,000,000)		(1,259,000,000)		(1,259,000,000)
Additional paid-in capital		(61,690,000,000)		(61,690,000,000)		(61,690,000,000)
Retained earnings (deficit)		11,144,000,000		11,144,000,000		13,506,000,000
Accumulated other comprehensive income (loss)		(307,000,000)		(307,000,000)		(295,000,000)
Stockholders' equity including treasury stock		(52,240,000,000)		(52,240,000,000)		(49,866,000,000)
Less treasury stock, at cost		(5,131,000,000)		(5,131,000,000)		(5,131,000,000)
Total stockholders' equity		(47,109,000,000)		(47,109,000,000)		(44,735,000,000)
Total Liabilities and Stockholders' Equity		(66,932,000,000)		(66,932,000,000)		(62,592,000,000)
Condensed Consolidating Statement Of Cash Flows [Abstract]
Net cash flow provided by (used for) 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 sale of investments				0	0
Proceeds from dispositions				0	0
Net cash flow provided by (used for) investing activities				0	0
Financing Activities:
Proceeds from issuance of notes				0	0
Repayment of notes				0	0
Payment of capital lease obligations				0	0
Payment of contingent consideration				0
Dividends				0	0
Purchase of company common stock				0	0
Payment of payroll taxes in lieu of issuing shares for stock-based compensation				0	0
Proceeds from exercise of stock options				0	0
Excess tax benefit from stock-based compensation				0	0
Other financing activities					0
Increase (decrease) in intercompany				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
Cash and cash equivalents at end of period		$ 0	$ 0	$ 0	$ 0

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Stock-based Compensation (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Stock Based Compensation Tables Details [Abstract]
RSUs and PSUs	$ 28	$ 25	$ 88	$ 77
Stock options and equivalents	10	10	31	33
Stock-based compensation expense, before income taxes	38	35	119	110
Related tax benefit	(15)	(14)	(46)	(44)
Stock-based compensation expense, net of tax	23	21	73	66
Stock-based compensation details [Abstract]
Number of RSUs granted during the period			5
Weighted average grant date fair value - RSUs			$ 30.16
Number of stock options granted during the period			3
Weighted average per unit exercise price - options			$ 29.44
Unrecognized future expense of RSUs	198		198
Unrecognized future expense of stock options	$ 68		$ 68
Term until expiration - options			8 years
Employee Stock Option [Member]
Stock-based compensation by award type [Line Items]
Weighted average period to expense unrecognized stock-based compensation expense			2 years 5 months
Employee Stock Option [Member] | Maximum [Member]
Stock-based compensation by award type [Line Items]
Service period over which grants vest			4 years
Employee Stock Option [Member] | Minimum [Member]
Stock-based compensation by award type [Line Items]
Service period over which grants vest			3 years
Restricted Stock Units (RSUs) [Member]
Stock-based compensation by award type [Line Items]
Weighted average period to expense unrecognized stock-based compensation expense			2 years 5 months
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			4 years
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			1 year

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Programming and Other Inventory (Tables)

9 Months Ended

Sep. 30, 2012

Programming And Other Inventory Tables [Abstract]

Programming and Other Inventory [Table Text Block]

		At		At
		September 30, 2012		December 31, 2011
Program rights		$	1,228	$	1,333
Television programming:
	Released (including acquired libraries)		580		628
	In process and other		229		170
Theatrical programming:
	Released		17		15
	In process and other		32		25
Publishing, primarily finished goods			65		59
Other			1		1
Total programming and other inventory			2,152		2,231
	Less current portion		685		735
Total noncurrent programming and other inventory		$	1,467	$	1,496

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Restructuring Charges (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended		33 Months Ended
	Sep. 30, 2012	Dec. 31, 2011	Dec. 31, 2010	Sep. 30, 2012
Restructuring And Related Cost [Line Items]
Restructuring charges		$ 46	$ 81
Cumulative amount paid since restructuring activities began	23			98
Severance Costs [Member]
Restructuring And Related Cost [Line Items]
Restructuring charges		12	66
Cumulative amount paid since restructuring activities began				74
Contract Termination And Other Associated Costs [Member]
Restructuring And Related Cost [Line Items]
Restructuring charges		34	15
Cumulative amount paid since restructuring activities began				$ 24

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Bank Financing and Debt (Details) (USD $)	3 Months Ended		9 Months Ended			9 Months Ended				3 Months Ended			1 Months Ended			3 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Sep. 30, 2012 Maximum Consolidated Leverage Ratio [Member]	Sep. 30, 2012 Minimum Consolidated Coverage Ratio [Member]	Sep. 30, 2012 Consolidated Leverage Ratio [Member]	Sep. 30, 2012 Consolidated Coverage Ratio [Member]	Sep. 30, 2012 Senior Notes Due 2012 [Member]	Sep. 30, 2012 Debentures Due 2012 [Member]	Sep. 30, 2012 Senior Notes Due 2014 [Member]	Jun. 30, 2012 Senior Notes Due 2017 [Member]	Feb. 29, 2012 Senior Notes Due 2022 [Member]	Jun. 30, 2012 Senior Notes Due 2042 [Member]	Mar. 31, 2012 Senior Notes Due 2056 [Member]	Sep. 30, 2012 Continuing Operations [Member]	Dec. 31, 2011 Continuing Operations [Member]	Sep. 30, 2012 Discontinued Operations [Member]	Dec. 31, 2011 Discontinued Operations [Member]
Bank Financing And Debt Details [Abstract]
Senior debt (1.95% - 8.875% due 2012 - 2056)	$ 5,863,000,000		$ 5,863,000,000		$ 5,925,000,000
Obligations under capital leases	77,000,000		77,000,000		78,000,000
Less current portion	20,000,000		20,000,000		24,000,000
Total long-term debt from continuing operations, net of current portion	5,907,000,000		5,907,000,000		5,958,000,000
Total Debt [Line Items]
Total debt	5,940,000,000		5,940,000,000		6,003,000,000												5,927,000,000	5,982,000,000	13,000,000	21,000,000
Bank Financing And Debt Parenthetical [Abstract]
Minimum interest rate of senior debt			1.95%
Maximum interest rate of senior debt			8.875%
Net unamortized premium (discount) on senior debt	(17,000,000)		(17,000,000)		4,000,000
Increase in carrying value of debt relating to previously settled fair value hedges	24,000,000		24,000,000		75,000,000
Face value of senior debt	5,860,000,000		5,860,000,000		5,850,000,000
Senior debt not guaranteed by CBS Operations Inc.	52,000,000		52,000,000
Debt Instrument [Line Items]
Debt Issuances													400,000,000	700,000,000	500,000,000
Repayment of debt instrument										338,000,000	152,000,000	400,000,000				700,000,000
Interest rate										5.625%	8.625%	8.20%	1.95%	3.375%	4.85%	6.75%
Net loss on early extinguishment of debt	(57,000,000)	0	(32,000,000)	0
Credit Facility [Abstract]
Commercial paper borrowings	0		0
Maximum borrowing capacity under the credit facility	2,000,000,000		2,000,000,000
Availability under the credit facility	$ 1,990,000,000		$ 1,990,000,000
Debt Covenants [Line Items]
Credit Facility covenant description						4.0x	3.0x
Credit Facility covenant compliance								1.6x	9.0x

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Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

3) GOODWILL AND OTHER INTANGIBLE ASSETS

The Company's intangible assets were as follows:

				Accumulated
At September 30, 2012			Gross	Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements		$	895	$	(630)	$	265
Franchise agreements			489		(313)		176
Other intangible assets			288		(186)		102
	Total intangible assets subject to amortization		1,672		(1,129)		543
FCC licenses			5,771		—		5,771
Trade names			169		—		169
	Total intangible assets	$	7,612	$	(1,129)	$	6,483
				Accumulated
At December 31, 2011			Gross	Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements		$	882	$	(590)	$	292
Franchise agreements			487		(292)		195
Other intangible assets			376		(244)		132
	Total intangible assets subject to amortization		1,745		(1,126)		619
FCC licenses			5,738		—		5,738
Trade names			169		—		169
	Total intangible assets	$	7,652	$	(1,126)	$	6,526

Amortization expense was $25 million and $31 million for the three months ended September 30, 2012 and 2011, respectively, and $80 million and $94 million forthe nine months ended September 30, 2012 and 2011, respectively.

The Company expects its aggregate annual amortization expense for existing intangible assets subject to amortization for each of the years, 2012 through 2016, to be as follows:

		2012		2013		2014		2015		2016
Amortization expense	$	104	$	90	$	80	$	69	$	59

In April 2012, the Company signed an agreement for the sale of its five owned radio stations in West Palm Beach for $50 million. During the first quarter of 2012, in connection with the sale, the Company recorded a pre-tax noncash impairment charge of $11 million to reduce the carrying value of the allocated goodwill.

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Restructuring Charges (Rollforward) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	33 Months Ended
	Sep. 30, 2012	Sep. 30, 2012
Restructuring reserve rollforward
Restructuring reserve, beginning balance	$ 52
Payments to settle restructuring reserves	(23)	(98)
Restructuring reserve, ending balance	29	29
Entertainment Segment [Member]
Restructuring reserve rollforward
Restructuring reserve, beginning balance	42
Payments to settle restructuring reserves	(17)
Restructuring reserve, ending balance	25	25
Cable Networks Segment [Member]
Restructuring reserve rollforward
Restructuring reserve, beginning balance	1
Payments to settle restructuring reserves	0
Restructuring reserve, ending balance	1	1
Publishing Segment [Member]
Restructuring reserve rollforward
Restructuring reserve, beginning balance	2
Payments to settle restructuring reserves	(2)
Restructuring reserve, ending balance	0	0
Local Broadcasting Segment [Member]
Restructuring reserve rollforward
Restructuring reserve, beginning balance	2
Payments to settle restructuring reserves	0
Restructuring reserve, ending balance	2	2
Outdoor Segment [Member]
Restructuring reserve rollforward
Restructuring reserve, beginning balance	5
Payments to settle restructuring reserves	(4)
Restructuring reserve, ending balance	$ 1	$ 1

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Restructuring Charges (Tables)

9 Months Ended

Sep. 30, 2012

Restructuring Charges Tables [Abstract]

Restructuring Reserve Rollforward [Table Text Block]

		Balance at		2012		Balance at
		December 31, 2011		Payments		September 30, 2012
Entertainment		$	42	$	(17)	$	25
Cable Networks			1		—		1
Publishing			2		(2)		—
Local Broadcasting			2		—		2
Outdoor			5		(4)		1
	Total	$	52	$	(23)	$	29

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Pension and Other Postretirement Benefits (Tables)

9 Months Ended

Sep. 30, 2012

Pension and Other Postretirement Benefits Tables [Abstract]

Pension and Other Postretirement Benefits [Table Text Block]

		Pension Benefits				Postretirement Benefits
Three Months Ended September 30,			2012		2011		2012		2011
Components of net periodic cost:
	Service cost	$	9	$	9	$	—	$	—
	Interest cost		61		62		8		9
	Expected return on plan assets		(62)		(60)		—		—
	Amortization of actuarial losses (gains)		18		16		(4)		(3)
Net periodic cost		$	26	$	27	$	4	$	6
		Pension Benefits				Postretirement Benefits
Nine Months Ended September 30,			2012		2011		2012		2011
Components of net periodic cost:
	Service cost	$	27	$	27	$	—	$	—
	Interest cost		183		186		24		27
	Expected return on plan assets		(186)		(179)		—		—
	Amortization of actuarial losses (gains)		54		48		(12)		(8)
Net periodic cost		$	78	$	82	$	12	$	19

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Financial Instruments and Fair Value Measurements (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Fair Value Disclosures [Abstract]
Carrying value of senior debt	$ 5,863,000,000	$ 5,925,000,000
Fair value of senior debt	7,310,000,000	6,860,000,000
Assets:
Investments	67,000,000	61,000,000
Foreign currency hedges	1,000,000	4,000,000
Total Assets	68,000,000	65,000,000
Liabilities:
Deferred compensation	192,000,000	173,000,000
Foreign currency hedges	3,000,000
Total Liabilities	195,000,000	173,000,000
Level 1 [Member]
Assets:
Investments	67,000,000	61,000,000
Foreign currency hedges	0	0
Total Assets	67,000,000	61,000,000
Liabilities:
Deferred compensation	0	0
Foreign currency hedges	0
Total Liabilities	0	0
Level 2 [Member]
Assets:
Investments	0	0
Foreign currency hedges	1,000,000	4,000,000
Total Assets	1,000,000	4,000,000
Liabilities:
Deferred compensation	192,000,000	173,000,000
Foreign currency hedges	3,000,000
Total Liabilities	195,000,000	173,000,000
Level 3 [Member]
Assets:
Investments	0	0
Foreign currency hedges	0	0
Total Assets	0	0
Liabilities:
Deferred compensation	0	0
Foreign currency hedges	0
Total Liabilities	$ 0	$ 0

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Financial Instruments and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2012

Fair Value Measurements Tables [Abstract]

Fair Value Measurements [Table Text Block]

At September 30, 2012		Level 1		Level 2		Level 3		Total
Assets:
Investments	$	67	$	—	$	—	$	67
Foreign currency hedges		—		1		—		1
Total Assets	$	67	$	1	$	—	$	68
Liabilities:
Deferred compensation	$	—	$	192	$	—	$	192
Foreign currency hedges		—		3		—		3
Total Liabilities	$	—	$	195	$	—	$	195
At December 31, 2011		Level 1		Level 2		Level 3		Total
Assets:
Investments	$	61	$	—	$	—	$	61
Foreign currency hedges		—		4		—		4
Total Assets	$	61	$	4	$	—	$	65
Liabilities:
Deferred compensation	$	—	$	173	$	—	$	173
Total Liabilities	$	—	$	173	$	—	$	173

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Reportable Segments (Tables)

9 Months Ended

Sep. 30, 2012

Reportable Segments Tables [Abstract]

Revenues by Segment [Table Text Block]

				Three Months Ended				Nine Months Ended
				September 30,				September 30,
			2012		2011		2012		2011
Revenues:
	Entertainment		$	1,680	$	1,632	$	5,705	$	5,462
	Cable Networks			436		420		1,334		1,226
	Publishing			210		220		575		558
	Local Broadcasting			661		656		1,987		1,968
	Outdoor			486		477		1,383		1,380
	Eliminations			(55)		(40)		(166)		(133)
		Total Revenues	$	3,418	$	3,365	$	10,818	$	10,461

Intercompany Revenues by Segment [Table Text Block]

			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2012		2011		2012		2011
Intercompany Revenues:
	Entertainment		$	42	$	27	$	139	$	101
	Local Broadcasting			5		6		14		15
	Outdoor			8		7		13		17
		Total Intercompany Revenues	$	55	$	40	$	166	$	133

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

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2012		2011		2012		2011
Segment OIBDA before Impairment Charges:
	Entertainment	$	384	$	405	$	1,221	$	1,113
	Cable Networks		227		203		626		532
	Publishing		39		38		58		64
	Local Broadcasting		213		184		632		583
	Outdoor		99		80		245		215
	Corporate		(53)		(55)		(163)		(164)
	Residual costs		(12)		(19)		(36)		(56)
	Eliminations		1		1		—		(1)
OIBDA before Impairment Charges			898		837		2,583		2,286
Impairment charges			—		—		(11)		—
Depreciation and amortization			(127)		(134)		(390)		(412)
Total Operating Income			771		703		2,182		1,874
	Interest expense		(95)		(110)		(309)		(330)
	Interest income		2		2		5		5
	Net loss on early extinguishment of debt		(57)		—		(32)		—
	Other items, net		3		(21)		12		(7)
Earnings before income taxes and equity
	in loss of investee companies		624		574		1,858		1,542
Provision for income taxes			(219)		(217)		(647)		(569)
Equity in loss of investee companies, net of tax			(14)		(19)		(30)		(38)
Net earnings		$	391	$	338	$	1,181	$	935

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

				Three Months Ended				Nine Months Ended
				September 30,				September 30,
			2012		2011		2012		2011
Operating Income (Loss):
	Entertainment		$	346	$	366	$	1,101	$	996
	Cable Networks			221		197		609		515
	Publishing			38		36		53		58
	Local Broadcasting			190		161		553		508
	Outdoor			45		21		82		35
	Corporate			(58)		(60)		(180)		(181)
	Residual costs			(12)		(19)		(36)		(56)
	Eliminations			1		1		—		(1)
		Total Operating Income	$	771	$	703	$	2,182	$	1,874

Depreciation and Amortization by Segment [Table Text Block]

			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2012		2011		2012		2011
Depreciation and Amortization:
	Entertainment		$	38	$	39	$	120	$	117
	Cable Networks			6		6		17		17
	Publishing			1		2		5		6
	Local Broadcasting			23		23		68		75
	Outdoor			54		59		163		180
	Corporate			5		5		17		17
		Total Depreciation and Amortization	$	127	$	134	$	390	$	412

Stock-based Compensation by Segment [Table Text Block]

			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2012		2011		2012		2011
Stock-based Compensation:
	Entertainment		$	13	$	11	$	40	$	35
	Cable Networks			1		2		4		4
	Publishing			1		—		2		2
	Local Broadcasting			7		6		19		17
	Outdoor			2		2		6		5
	Corporate			14		14		48		47
		Total Stock-based Compensation	$	38	$	35	$	119	$	110

Capital Expenditures by Segment [Table Text Block]

			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2012		2011		2012		2011
Capital Expenditures:
	Entertainment		$	20	$	22	$	56	$	53
	Cable Networks			5		3		9		8
	Publishing			1		1		1		3
	Local Broadcasting			14		17		38		45
	Outdoor			15		12		41		38
	Corporate			4		2		7		5
		Total Capital Expenditures	$	59	$	57	$	152	$	152

Assets by Segment [Table Text Block]

			At September 30,		At December 31,
			2012		2011
Assets:
	Entertainment		$	8,522	$	8,471
	Cable Networks			1,777		1,679
	Publishing			996		1,091
	Local Broadcasting			9,526		9,626
	Outdoor			3,994		4,092
	Corporate			1,644		1,262
	Discontinued operations			74		77
	Eliminations			(141)		(101)
		Total Assets	$	26,392	$	26,197

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Stock-based Compensation

9 Months Ended

Sep. 30, 2012

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 nine months ended September 30, 2012 and 2011.

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
			2012		2011		2012		2011
RSUs and PSUs		$	28	$	25	$	88	$	77
Stock options and equivalents			10		10		31		33
Stock-based compensation expense,
	before income taxes		38		35		119		110
Related tax benefit			(15)		(14)		(46)		(44)
Stock-based compensation expense,
	net of tax benefit	$	23	$	21	$	73	$	66

During the nine months ended September 30, 2012, the Company granted 5 million RSUs with a weighted average per unit grant date fair value of $30.16. RSU grants duringthe first nine months of 2012 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 nine months ended September 30, 2012, the Company also granted 3 million stock options with a weighted average exercise price of $29.44. Stock option grants during the first nine months of 2012 generally vest over a three-to-four-year service period and expire eight years from the date of grant.

Total unrecognized compensation cost related to non-vested RSUs at September 30, 2012 was $198 million, which is expected to be expensed over a weighted average period of 2.4 years. Total unrecognized compensation cost related to non-vested stock option awards at September 30, 2012 was $68 million, which is expected to be expensed over a weighted average period of 2.4years.

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Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net earnings (loss) per common share [Abstract]
Weighted average shares for basic EPS	640	659	645	667
Dilutive effect of shares issuable under stock-based compensation plans	16	16	17	18
Weighted average shares for diluted EPS	656	675	662	685
Dividends recorded on common stock	$ 78		$ 210	$ 170
Stock Options [Member]
Anti Dilutive Securities [Line Items]
Antidilutive securities excluded from computation of earnings per share	3	22	3	22

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Income Taxes Details [Abstract]
Provision for income taxes	$ 219	$ 217	$ 647	$ 569
Effective tax rate	35.10%	37.80%	34.80%	36.90%

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Consolidated Statements of Operations (USD $) Share data in Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Consolidated Statements of Operations [Abstract]
Revenues	$ 3,418,000,000	$ 3,365,000,000	$ 10,818,000,000	$ 10,461,000,000
Expenses:
Operating	1,841,000,000	1,810,000,000	6,179,000,000	6,116,000,000
Selling, general and administrative	679,000,000	718,000,000	2,056,000,000	2,059,000,000
Impairment charges (Note 3)	0	0	11,000,000	0
Depreciation and amortization	127,000,000	134,000,000	390,000,000	412,000,000
Total expenses	2,647,000,000	2,662,000,000	8,636,000,000	8,587,000,000
Operating Income (Loss)	771,000,000	703,000,000	2,182,000,000	1,874,000,000
Interest expense	(95,000,000)	(110,000,000)	(309,000,000)	(330,000,000)
Interest income	2,000,000	2,000,000	5,000,000	5,000,000
Net loss on early extinguishment of debt (Note 6)	(57,000,000)	0	(32,000,000)	0
Other items, net	3,000,000	(21,000,000)	12,000,000	(7,000,000)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies	624,000,000	574,000,000	1,858,000,000	1,542,000,000
(Provision) benefit for income taxes	(219,000,000)	(217,000,000)	(647,000,000)	(569,000,000)
Equity in loss of investee companies, net of tax	(14,000,000)	(19,000,000)	(30,000,000)	(38,000,000)
Net earnings	$ 391,000,000	$ 338,000,000	$ 1,181,000,000	$ 935,000,000
Basic net earnings per common share (in dollars per share)	$ 0.61	$ 0.51	$ 1.83	$ 1.40
Diluted net earnings per common share (in dollars per share)	$ 0.60	$ 0.50	$ 1.78	$ 1.36
Weighted average number of common shares outstanding:
Basic weighted average number of common shares outstanding	640	659	645	667
Diluted weighted average number of common shares outstanding	656	675	662	685
Dividends per common share (in dollars per share)	$ 0.12	$ 0.10	$ 0.32	$ 0.25

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Reportable Segments (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Reportable Segments Details [Abstract]
Impairment charges	$ 0	$ 0	$ (11,000,000)	$ 0
Interest expense	(95,000,000)	(110,000,000)	(309,000,000)	(330,000,000)
Interest income	2,000,000	2,000,000	5,000,000	5,000,000
Net loss on early extinguishment of debt (Note 6)	(57,000,000)	0	(32,000,000)	0
Other items, net	3,000,000	(21,000,000)	12,000,000	(7,000,000)
Earnings (loss) before income taxes and equity in earnings (loss) of investee companies	624,000,000	574,000,000	1,858,000,000	1,542,000,000
(Provision) benefit for income taxes	(219,000,000)	(217,000,000)	(647,000,000)	(569,000,000)
Equity in loss of investee companies, net of tax	(14,000,000)	(19,000,000)	(30,000,000)	(38,000,000)
Net earnings	391,000,000	338,000,000	1,181,000,000	935,000,000
Reportable Segments [Line Items]
Total Revenues	3,418,000,000	3,365,000,000	10,818,000,000	10,461,000,000
Total Intercompany Revenues	55,000,000	40,000,000	166,000,000	133,000,000
Total OIBDA before Impairment Charges	898,000,000	837,000,000	2,583,000,000	2,286,000,000
Total Operating Income (Loss)	771,000,000	703,000,000	2,182,000,000	1,874,000,000
Total Depreciation and Amortization	127,000,000	134,000,000	390,000,000	412,000,000
Total Stock-based Compensation	38,000,000	35,000,000	119,000,000	110,000,000
Total Capital Expenditures	59,000,000	57,000,000	152,000,000	152,000,000
Total Assets	26,392,000,000		26,392,000,000		26,197,000,000
Entertainment Segment [Member]
Reportable Segments [Line Items]
Total Revenues	1,680,000,000	1,632,000,000	5,705,000,000	5,462,000,000
Total Intercompany Revenues	42,000,000	27,000,000	139,000,000	101,000,000
Total OIBDA before Impairment Charges	384,000,000	405,000,000	1,221,000,000	1,113,000,000
Total Operating Income (Loss)	346,000,000	366,000,000	1,101,000,000	996,000,000
Total Depreciation and Amortization	38,000,000	39,000,000	120,000,000	117,000,000
Total Stock-based Compensation	13,000,000	11,000,000	40,000,000	35,000,000
Total Capital Expenditures	20,000,000	22,000,000	56,000,000	53,000,000
Total Assets	8,522,000,000		8,522,000,000		8,471,000,000
Cable Networks Segment [Member]
Reportable Segments [Line Items]
Total Revenues	436,000,000	420,000,000	1,334,000,000	1,226,000,000
Total OIBDA before Impairment Charges	227,000,000	203,000,000	626,000,000	532,000,000
Total Operating Income (Loss)	221,000,000	197,000,000	609,000,000	515,000,000
Total Depreciation and Amortization	6,000,000	6,000,000	17,000,000	17,000,000
Total Stock-based Compensation	1,000,000	2,000,000	4,000,000	4,000,000
Total Capital Expenditures	5,000,000	3,000,000	9,000,000	8,000,000
Total Assets	1,777,000,000		1,777,000,000		1,679,000,000
Publishing Segment [Member]
Reportable Segments [Line Items]
Total Revenues	210,000,000	220,000,000	575,000,000	558,000,000
Total OIBDA before Impairment Charges	39,000,000	38,000,000	58,000,000	64,000,000
Total Operating Income (Loss)	38,000,000	36,000,000	53,000,000	58,000,000
Total Depreciation and Amortization	1,000,000	2,000,000	5,000,000	6,000,000
Total Stock-based Compensation	1,000,000	0	2,000,000	2,000,000
Total Capital Expenditures	1,000,000	1,000,000	1,000,000	3,000,000
Total Assets	996,000,000		996,000,000		1,091,000,000
Local Broadcasting Segment [Member]
Reportable Segments [Line Items]
Total Revenues	661,000,000	656,000,000	1,987,000,000	1,968,000,000
Total Intercompany Revenues	5,000,000	6,000,000	14,000,000	15,000,000
Total OIBDA before Impairment Charges	213,000,000	184,000,000	632,000,000	583,000,000
Total Operating Income (Loss)	190,000,000	161,000,000	553,000,000	508,000,000
Total Depreciation and Amortization	23,000,000	23,000,000	68,000,000	75,000,000
Total Stock-based Compensation	7,000,000	6,000,000	19,000,000	17,000,000
Total Capital Expenditures	14,000,000	17,000,000	38,000,000	45,000,000
Total Assets	9,526,000,000		9,526,000,000		9,626,000,000
Outdoor Segment [Member]
Reportable Segments [Line Items]
Total Revenues	486,000,000	477,000,000	1,383,000,000	1,380,000,000
Total Intercompany Revenues	8,000,000	7,000,000	13,000,000	17,000,000
Total OIBDA before Impairment Charges	99,000,000	80,000,000	245,000,000	215,000,000
Total Operating Income (Loss)	45,000,000	21,000,000	82,000,000	35,000,000
Total Depreciation and Amortization	54,000,000	59,000,000	163,000,000	180,000,000
Total Stock-based Compensation	2,000,000	2,000,000	6,000,000	5,000,000
Total Capital Expenditures	15,000,000	12,000,000	41,000,000	38,000,000
Total Assets	3,994,000,000		3,994,000,000		4,092,000,000
Corporate [Member]
Reportable Segments [Line Items]
Total OIBDA before Impairment Charges	(53,000,000)	(55,000,000)	(163,000,000)	(164,000,000)
Total Operating Income (Loss)	(58,000,000)	(60,000,000)	(180,000,000)	(181,000,000)
Total Depreciation and Amortization	5,000,000	5,000,000	17,000,000	17,000,000
Total Stock-based Compensation	14,000,000	14,000,000	48,000,000	47,000,000
Total Capital Expenditures	4,000,000	2,000,000	7,000,000	5,000,000
Total Assets	1,644,000,000		1,644,000,000		1,262,000,000
Residual Costs [Member]
Reportable Segments [Line Items]
Total OIBDA before Impairment Charges	(12,000,000)	(19,000,000)	(36,000,000)	(56,000,000)
Total Operating Income (Loss)	(12,000,000)	(19,000,000)	(36,000,000)	(56,000,000)
Discontinued Operations [Member]
Reportable Segments [Line Items]
Total Assets	74,000,000		74,000,000		77,000,000
Eliminations [Member]
Reportable Segments [Line Items]
Total Revenues	(55,000,000)	(40,000,000)	(166,000,000)	(133,000,000)
Total OIBDA before Impairment Charges	1,000,000	1,000,000	0	(1,000,000)
Total Operating Income (Loss)	1,000,000	1,000,000	0	(1,000,000)
Total Assets	$ (141,000,000)		$ (141,000,000)		$ (101,000,000)

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Consolidated Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Operating Activities:
Net earnings	$ 1,181,000,000	$ 935,000,000
Adjustments to reconcile net earnings to net cash flow provided by (used for) operating activities:
Depreciation and amortization	390,000,000	412,000,000
Stock-based compensation	119,000,000	110,000,000
Impairment charges	11,000,000	0
Redemption of debt	(28,000,000)	0
Equity in loss of investee companies, net of tax and distributions	33,000,000	40,000,000
Change in assets and liabilities, net of effects of acquisitions	(226,000,000)	183,000,000
Net cash flow provided by (used for) operating activities	1,480,000,000	1,680,000,000
Investing Activities:
Acquisitions, net of cash acquired	(70,000,000)	(73,000,000)
Capital expenditures	(152,000,000)	(152,000,000)
Investments in and advances to investee companies	(54,000,000)	(45,000,000)
Proceeds from sale of investments	11,000,000	8,000,000
Proceeds from dispositions	46,000,000	13,000,000
Net cash flow provided by (used for) investing activities	(219,000,000)	(249,000,000)
Financing Activities:
Proceeds from issuance of notes	1,567,000,000	4,000,000
Repayment of notes	(1,583,000,000)	(2,000,000)
Payment of capital lease obligations	(15,000,000)	(14,000,000)
Payment of contingent consideration	(33,000,000)	0
Dividends	(199,000,000)	(140,000,000)
Purchase of company common stock	(839,000,000)	(850,000,000)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(105,000,000)	(81,000,000)
Proceeds from exercise of stock options	140,000,000	58,000,000
Excess tax benefit from stock-based compensation	93,000,000	66,000,000
Other financing activities	0	(5,000,000)
Net cash flow provided by (used for) financing activities	(974,000,000)	(964,000,000)
Net increase (decrease) in cash and cash equivalents	287,000,000	467,000,000
Cash and cash equivalents at beginning of period	660,000,000	480,000,000
Cash and cash equivalents at end of period	947,000,000	947,000,000
Supplemental disclosure of cash flow information
Cash paid for interest (including premium on early extinguishment of debt)	365,000,000	313,000,000
Cash paid for income taxes	$ 353,000,000	$ 171,000,000

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Programming and Other Inventory (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Programming and Other Inventory Details [Abstract]
Program rights	$ 1,228	$ 1,333
Television programming:
Released (including acquired libraries)	580	628
In process and other	229	170
Theatrical programming:
Released	17	15
In process and other	32	25
Publishing, primarily finished goods	65	59
Other	1	1
Total programming and other inventory	2,152	2,231
Less current portion	685	735
Total noncurrent programming and other inventory	$ 1,467	$ 1,496

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

9 Months Ended

Sep. 30, 2012

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

Schedule of Earnings Per Share Reconciliation [Table Text Block]

		Three Months Ended			Nine Months Ended
		September 30,			September 30,
(in millions)			2012	2011		2012	2011
Weighted average shares for basic EPS			640	659		645	667
Dilutive effect of shares issuable under
	stock-based compensation plans		16	16		17	18
Weighted average shares for diluted EPS			656	675		662	685

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Related Parties (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
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	$ 50	$ 72	$ 184	$ 211
Expenses from transactions with related party	8	6	17	16
Receivables from Viacom Inc., current	120		120		102
Other assets (Receivables, noncurrent) from Viacom Inc.	157		157		198
Total amounts due from Viacom Inc.	277		277		300
Domestic and International Television Joint Ventures [Member]
Related Party Transaction [Line Items]
Revenues from transactions with related party	$ 31	$ 30	$ 102	$ 93

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Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2012

Intangible Assets Tables [Abstract]

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

				Accumulated
At September 30, 2012			Gross	Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements		$	895	$	(630)	$	265
Franchise agreements			489		(313)		176
Other intangible assets			288		(186)		102
	Total intangible assets subject to amortization		1,672		(1,129)		543
FCC licenses			5,771		—		5,771
Trade names			169		—		169
	Total intangible assets	$	7,612	$	(1,129)	$	6,483
				Accumulated
At December 31, 2011			Gross	Amortization			Net
Intangible assets subject to amortization:
Leasehold agreements		$	882	$	(590)	$	292
Franchise agreements			487		(292)		195
Other intangible assets			376		(244)		132
	Total intangible assets subject to amortization		1,745		(1,126)		619
FCC licenses			5,738		—		5,738
Trade names			169		—		169
	Total intangible assets	$	7,652	$	(1,126)	$	6,526

Schedule of Expected Amortization Expense [Table Text Block]

		2012		2013		2014		2015		2016
Amortization expense	$	104	$	90	$	80	$	69	$	59

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Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

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, and CBS Global Distribution Group;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, 2011.

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 (“GAAP”) 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 nine months endedSeptember 30, 2012,stock options to purchase 3 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 nine months endedSeptember 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.

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

		Three Months Ended			Nine Months Ended
		September 30,			September 30,
(in millions)			2012	2011		2012	2011
Weighted average shares for basic EPS			640	659		645	667
Dilutive effect of shares issuable under
	stock-based compensation plans		16	16		17	18
Weighted average shares for diluted EPS			656	675		662	685

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

Additional Paid-In Capital—For the nine months ended September 30, 2012 and 2011, the Company recorded dividends of $210 million and $170 million, respectively, as a reduction to additional paid-in capital as the Company had an accumulated deficit balance.

Adoption of New Accounting Standards

Fair Value Measurements

During the first quarter of 2012, the Company adopted the Financial Accounting Standards Board's (“FASB”) amended guidance which 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 did not have a material effect on the Company's consolidated financial statements.

Recent Pronouncements

Impairment Analysis of Unamortized Film Costs

In October 2012, the FASB issued amended guidance on impairment assessments of unamortized film costs, which is effective for impairment assessments performed on or after December 15, 2012, with early adoption permitted.  This guidance eliminates the presumption that the conditions leading to the write-off of unamortized film costs after the balance sheet date existed as of the balance sheet date.   The guidance also eliminates the requirement that fair value measurements used in the impairment analysis include the consideration of subsequent evidence, if such information would not have been considered by market participants at the measurement date. 

Testing Indefinite-Lived Intangible Assets for Impairment

In July 2012, the FASB issued amended guidance on testing indefinite-lived intangible assets for impairment, effective for interim and annual impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. Under this guidance, the Company has the option to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If based on this assessment, the Company concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then performing the quantitative impairment test is unnecessary. The Company early adopted this guidance for its annual impairment test in the fourth quarter of 2012.

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Comprehensive Income (Loss) [Abstract]
Net earnings	$ 391	$ 338	$ 1,181	$ 935
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	21	(26)	10	(7)
Amortization of net actuarial loss (gain)	8	7	23	22
Unrealized gain (loss) on securities	1	(2)	2	(2)
Total other comprehensive income (loss), net of tax	30	(21)	35	13
Comprehensive income (loss)	$ 421	$ 317	$ 1,216	$ 948

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Restructuring Charges

9 Months Ended

Sep. 30, 2012

Restructuring Charges Disclosure [Abstract]

Restructuring Charges

11) RESTRUCTURING CHARGES

During the year ended December 31, 2011, in a continued effort to reduce its cost structure, the Company initiated restructuring plans, which primarily included relocation or closure of certain business activities, as well as other exit activities. As a result, the Company recorded restructuring charges of $46 million, reflecting $34 million of costs associated with exiting contractual obligations and $12million of severance costs. During the year ended December 31, 2010, the Company recorded restructuring charges of $81 million, reflecting $66million of severance costs and $15 million of costs associated with exiting contractual obligations. As of September 30, 2012, the cumulative amount paid for the 2011 and 2010 restructuring charges was $98 million, of which $74 million was for the severance costs and $24 million was related to costs associated with exiting contractual obligations. The Company expects to substantially utilize the remaining reserves by the end of 2013.

		Balance at		2012		Balance at
		December 31, 2011		Payments		September 30, 2012
Entertainment		$	42	$	(17)	$	25
Cable Networks			1		—		1
Publishing			2		(2)		—
Local Broadcasting			2		—		2
Outdoor			5		(4)		1
	Total	$	52	$	(23)	$	29

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Oct. 31, 2012 Class A Common Stock	Oct. 31, 2012 Class B Common Stock
Document And Entity Information [Abstract]
Entity registrant name	CBS Corporation
Entity central index key	0000813828
Entity filer category	Large Accelerated Filer
Document type	10-Q
Document period end date	Sep. 30, 2012
Document fiscal year focus	2012
Document fiscal period focus	Q3
Current fiscal year end date	--12-31
Amendment flag	false
Statement [Line Items]
Entity common stock, shares outstanding		43,205,460	592,182,509

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Financial Instruments and Fair Value Measurements

9 Months Ended

Sep. 30, 2012

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

12) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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 September 30, 2012 and December 31, 2011. 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 September 30, 2012		Level 1		Level 2		Level 3		Total
Assets:
Investments	$	67	$	—	$	—	$	67
Foreign currency hedges		—		1		—		1
Total Assets	$	67	$	1	$	—	$	68
Liabilities:
Deferred compensation	$	—	$	192	$	—	$	192
Foreign currency hedges		—		3		—		3
Total Liabilities	$	—	$	195	$	—	$	195
At December 31, 2011		Level 1		Level 2		Level 3		Total
Assets:
Investments	$	61	$	—	$	—	$	61
Foreign currency hedges		—		4		—		4
Total Assets	$	61	$	4	$	—	$	65
Liabilities:
Deferred compensation	$	—	$	173	$	—	$	173
Total Liabilities	$	—	$	173	$	—	$	173

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.

The Company's carrying value of financial instruments approximates fair value, except for differences with respect to the notes and debentures. At September 30, 2012 and December 31, 2011, the carrying value of the senior debt was $5.86 billion and $5.93 billion, respectively, and the fair value, which is estimated, based on quoted market prices for similar liabilities (Level 2) and includes accrued interest, was$7.31 billionand $6.86 billion, respectively.

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Current Assets:
Cash and cash equivalents	$ 947	$ 660
Receivables, less allowances of $103 (2012) and $114 (2011)	3,202	3,254
Programming and other inventory (Note 4)	685	735
Deferred income tax assets, net	318	319
Prepaid income taxes	46	10
Prepaid expenses	263	213
Other current assets	312	343
Current assets of discontinued operations	15	9
Total current assets	5,788	5,543
Property and equipment:
Land	330	329
Buildings	718	714
Capital leases	193	200
Advertising structures	2,129	2,069
Equipment and other	2,054	2,022
Property and equipment, gross	5,424	5,334
Less accumulated depreciation and amortization	3,052	2,824
Net property and equipment	2,372	2,510
Programming and other inventory (Note 4)	1,467	1,496
Goodwill	8,606	8,620
Intangible assets (Note 3)	6,483	6,526
Other assets	1,617	1,434
Assets of discontinued operations	59	68
Total Assets	26,392	26,197
Current Liabilities:
Accounts payable	345	410
Accrued compensation	295	403
Participants' share and royalties payable	847	938
Program rights	506	577
Deferred revenue	239	253
Current portion of long-term debt (Note 6)	20	24
Accrued expenses and other current liabilities	1,401	1,316
Current liabilities of discontinued operations	10	12
Total current liabilities	3,663	3,933
Long-term debt (Note 6)	5,907	5,958
Pension and postretirement benefit obligations	1,809	1,839
Deferred income tax liabilities, net	1,276	1,025
Other liabilities	3,270	3,351
Liabilities of discontinued operations	178	183
Commitments and contingencies (Note 10)
Stockholders' Equity:
Common stock	1	1
Additional paid-in capital	43,429	43,395
Accumulated deficit	(27,162)	(28,343)
Accumulated other comprehensive loss	(404)	(439)
Stockholders' equity including treasury stock	15,864	14,614
Less treasury stock, at cost; 189 (2012) and 162 (2011) Class B shares	5,575	4,706
Total stockholders' equity	10,289	9,908
Total Liabilities and Stockholders' Equity	26,392	26,197
Class A Common Stock
Stockholders' Equity:
Common stock	0	0
Class B Common Stock
Stockholders' Equity:
Common stock	$ 1	$ 1

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Bank Financing and Debt

9 Months Ended

Sep. 30, 2012

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
		September 30, 2012		December 31, 2011
Senior debt (1.95% – 8.875% due 2012 – 2056) (a)		$	5,863	$	5,925
Obligations under capital leases			77		78
Total debt			5,940		6,003
	Less discontinued operations debt (b)		13		21
Total debt from continuing operations			5,927		5,982
	Less current portion		20		24
Total long-term debt from continuing operations,
	net of current portion	$	5,907	$	5,958

(a) At September 30, 2012 and December 31, 2011, the senior debt balances included (i) a net unamortized (discount)premium of $(17) million and $4 million, respectively, and (ii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $24 million and $75 million, respectively. The face value of the Company's senior debt was $5.86 billion atSeptember 30, 2012 and $5.85 billion atDecember 31, 2011.

(b) Included in noncurrent 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., has no guarantor.

For the nine months ended September 30, 2012, debt issuances and redemptions were as follows:

Debt Issuances

June 2012, $400 million 1.95% senior notes due 2017

June 2012, $500 million 4.85% senior notes due 2042

February 2012, $700 million 3.375% senior notes due 2022

Debt Redemptions

Third quarter

$152 million 8.625% debentures due 2012

$338 million 5.625% senior notes due 2012

$400 million 8.20% senior notes due 2014

First quarter

$700 million 6.75% senior notes due 2056

These redemptions resulted in a pre-tax loss on early extinguishment of debt of $57 million for the third quarter of 2012 and a pre-tax net loss on early extinguishment of debt of $32 million for the nine months ended September 30, 2012.

Credit Facility

At September 30, 2012, 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 September 30, 2012, the Company's Consolidated Leverage Ratio was approximately 1.6x and Consolidated Coverage Ratio was approximately 9.0x.

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 noncash 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 September 30, 2012, the Company had no commercial paper borrowings under its $2.0 billion commercial paper program. At September 30, 2012, the remaining availability under the Credit Facility, net of outstanding letters of credit, was $1.99billion.

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Related Parties

9 Months Ended

Sep. 30, 2012

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 September 30, 2012, 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.As part of its normal course of business, the Company enters into transactions with Viacom Inc. and its subsidiaries. Through its Entertainment segment, the Company licenses its television products and leases its production facilities to Viacom Inc.'s media networks businesses. In addition, the Company recognizes revenues for advertising spending placed by various subsidiaries of Viacom Inc. Viacom Inc. also distributes certain of the Company's television products in the home entertainment market. The Company's total revenues from these transactions were $50million and $72million for the three months ended September 30, 2012 and 2011, respectively, and $184 million and $211 million for the nine months ended September 30, 2012 and 2011, respectively.

The Companyplaces advertisements with, leases production facilities from,and purchases other goods and services from various subsidiaries of Viacom Inc. The total amounts for these transactions were $8million and $6million forthe three months ended September 30, 2012 and 2011, respectively,and$17 million and $16 million forthe nine months ended September 30, 2012 and 2011, respectively.

The following table presents the amounts due from Viacom Inc. in the normal course of business as reflected on the Company's Consolidated Balance Sheets. Amounts due to Viacom Inc. were not material at September 30, 2012 and December 31, 2011.

	At		At
	September 30, 2012		December 31, 2011
Receivables	$	120	$	102
Other assets (Receivables, noncurrent)		157		198
Total amounts due from Viacom Inc.	$	277	$	300

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 joint ventures were$31 million and $30 million for the three months ended September 30, 2012 and 2011, respectively, and $102 million and $93 million for the nine months ended September 30, 2012 and 2011, 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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Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2012

Stock Based Compensation Tables [Abstract]

Stock-based Compensation [Table Text Block]

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
			2012		2011		2012		2011
RSUs and PSUs		$	28	$	25	$	88	$	77
Stock options and equivalents			10		10		31		33
Stock-based compensation expense,
	before income taxes		38		35		119		110
Related tax benefit			(15)		(14)		(46)		(44)
Stock-based compensation expense,
	net of tax benefit	$	23	$	21	$	73	$	66

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Reportable Segments

9 Months Ended

Sep. 30, 2012

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				Nine Months Ended
				September 30,				September 30,
			2012		2011		2012		2011
Revenues:
	Entertainment		$	1,680	$	1,632	$	5,705	$	5,462
	Cable Networks			436		420		1,334		1,226
	Publishing			210		220		575		558
	Local Broadcasting			661		656		1,987		1,968
	Outdoor			486		477		1,383		1,380
	Eliminations			(55)		(40)		(166)		(133)
		Total Revenues	$	3,418	$	3,365	$	10,818	$	10,461

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				Nine Months Ended
			September 30,				September 30,
			2012		2011		2012		2011
Intercompany Revenues:
	Entertainment		$	42	$	27	$	139	$	101
	Local Broadcasting			5		6		14		15
	Outdoor			8		7		13		17
		Total Intercompany Revenues	$	55	$	40	$	166	$	133

The Company presents segment operating income (loss) before depreciation and amortization and impairment charges (“Segment OIBDA before Impairment Charges” or “Segment OIBDA” if there is no impairment charge) 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 before Impairment Charges 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				Nine Months Ended
		September 30,				September 30,
		2012		2011		2012		2011
Segment OIBDA before Impairment Charges:
	Entertainment	$	384	$	405	$	1,221	$	1,113
	Cable Networks		227		203		626		532
	Publishing		39		38		58		64
	Local Broadcasting		213		184		632		583
	Outdoor		99		80		245		215
	Corporate		(53)		(55)		(163)		(164)
	Residual costs		(12)		(19)		(36)		(56)
	Eliminations		1		1		—		(1)
OIBDA before Impairment Charges			898		837		2,583		2,286
Impairment charges			—		—		(11)		—
Depreciation and amortization			(127)		(134)		(390)		(412)
Total Operating Income			771		703		2,182		1,874
	Interest expense		(95)		(110)		(309)		(330)
	Interest income		2		2		5		5
	Net loss on early extinguishment of debt		(57)		—		(32)		—
	Other items, net		3		(21)		12		(7)
Earnings before income taxes and equity
	in loss of investee companies		624		574		1,858		1,542
Provision for income taxes			(219)		(217)		(647)		(569)
Equity in loss of investee companies, net of tax			(14)		(19)		(30)		(38)
Net earnings		$	391	$	338	$	1,181	$	935

				Three Months Ended				Nine Months Ended
				September 30,				September 30,
			2012		2011		2012		2011
Operating Income (Loss):
	Entertainment		$	346	$	366	$	1,101	$	996
	Cable Networks			221		197		609		515
	Publishing			38		36		53		58
	Local Broadcasting			190		161		553		508
	Outdoor			45		21		82		35
	Corporate			(58)		(60)		(180)		(181)
	Residual costs			(12)		(19)		(36)		(56)
	Eliminations			1		1		—		(1)
		Total Operating Income	$	771	$	703	$	2,182	$	1,874

			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2012		2011		2012		2011
Depreciation and Amortization:
	Entertainment		$	38	$	39	$	120	$	117
	Cable Networks			6		6		17		17
	Publishing			1		2		5		6
	Local Broadcasting			23		23		68		75
	Outdoor			54		59		163		180
	Corporate			5		5		17		17
		Total Depreciation and Amortization	$	127	$	134	$	390	$	412

			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2012		2011		2012		2011
Stock-based Compensation:
	Entertainment		$	13	$	11	$	40	$	35
	Cable Networks			1		2		4		4
	Publishing			1		—		2		2
	Local Broadcasting			7		6		19		17
	Outdoor			2		2		6		5
	Corporate			14		14		48		47
		Total Stock-based Compensation	$	38	$	35	$	119	$	110

			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2012		2011		2012		2011
Capital Expenditures:
	Entertainment		$	20	$	22	$	56	$	53
	Cable Networks			5		3		9		8
	Publishing			1		1		1		3
	Local Broadcasting			14		17		38		45
	Outdoor			15		12		41		38
	Corporate			4		2		7		5
		Total Capital Expenditures	$	59	$	57	$	152	$	152

			At September 30,		At December 31,
			2012		2011
Assets:
	Entertainment		$	8,522	$	8,471
	Cable Networks			1,777		1,679
	Publishing			996		1,091
	Local Broadcasting			9,526		9,626
	Outdoor			3,994		4,092
	Corporate			1,644		1,262
	Discontinued operations			74		77
	Eliminations			(141)		(101)
		Total Assets	$	26,392	$	26,197

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Income Taxes

9 Months Ended

Sep. 30, 2012

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 was $219 million and $217 million for the three months ended September 30, 2012 and 2011, respectively, reflecting an effective income tax rate of 35.1% and 37.8%, respectively. For the nine months ended September 30, 2012, the provision for income taxes increased to $647 million from $569million for the comparable prior-year period, principally driven by the increase in earnings before income taxes. The effective income tax rate was 34.8%for the nine months endedSeptember 30, 2012 versus 36.9% for the comparable prior-year period. The decrease in the effective income tax rate for both the three and nine months ended September 30, 2012primarily reflects lower state and foreign income tax rates.

The Company is currently under examination by the IRS for the years 2008, 2009 and 2010. 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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Pension and Other Postretirement Benefits

9 Months Ended

Sep. 30, 2012

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 September 30,			2012		2011		2012		2011
Components of net periodic cost:
	Service cost	$	9	$	9	$	—	$	—
	Interest cost		61		62		8		9
	Expected return on plan assets		(62)		(60)		—		—
	Amortization of actuarial losses (gains)		18		16		(4)		(3)
Net periodic cost		$	26	$	27	$	4	$	6
		Pension Benefits				Postretirement Benefits
Nine Months Ended September 30,			2012		2011		2012		2011
Components of net periodic cost:
	Service cost	$	27	$	27	$	—	$	—
	Interest cost		183		186		24		27
	Expected return on plan assets		(186)		(179)		—		—
	Amortization of actuarial losses (gains)		54		48		(12)		(8)
Net periodic cost		$	78	$	82	$	12	$	19

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Stockholders' Equity

9 Months Ended

Sep. 30, 2012

Stockholders' Equity Disclosure [Abstract]

Stockholders' Equity Disclosure

8) STOCKHOLDERS' EQUITY

During the nine months ended September 30, 2012, the Company repurchased27.0 million shares of CBS Corp. Class B Common Stock for $871 million, at an average cost of $32.26 per share, of which 8.6 million shares were repurchased in the third quarter for $300 million. Since the inception of the share repurchase program in January 2011 through September 30, 2012, the Company has repurchased 69.2 million shares of its Class B Common Stock for $1.89 billion, at an average cost of $27.31 per share, leaving $2.81 billion of authorization remaining at September 30, 2012.

On July 26, 2012, the Company announced a 20% increase in the quarterly cash dividend on its Class A and Class B Common Stock to $.12 per share from $.10 per share, payable on October 1, 2012. The totalthird quarter 2012 dividend was $78 million of which $77 million was paid on October 1, 2012 and $1 million was accrued to be paid upon vesting of RSUs. Total dividends for the nine months ended September 30, 2012 were $210 million.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

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 September 30, 2012, the outstanding letters of credit and surety bonds approximated $439 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 GAAP.

Legal Matters

E-books Matters.    A number of lawsuits described below are pending against the following parties relating to the sale of e-books: Apple Inc., Hachette Book Group, Inc., HarperCollins Publishers, LLC, Holtzbrinck Publishers LLC d/b/a Macmillan, Penguin Group (USA) Inc. and the Company's subsidiary, Simon & Schuster, Inc. (collectively, the "Publishing parties").

On April 10, 2012, for purposes of settlement and without any admission of wrongdoing or liability, Simon & Schuster and two of the other Publishing parties entered into a settlement stipulation and proposed final judgment (the "Stipulation") with the United States Department of Justice (the "DOJ") in connection with the DOJ's investigations of agency distribution of e-books. In furtherance of this settlement, on April 11, 2012, the DOJ filed an antitrust action in the United States District Court for the Southern District of New York against the Publishing parties and concurrently filed the Stipulation with the court. On September 7, 2012, the Stipulation was approved by the court and final judgment was entered. The Stipulation does not involve any monetary payments by Simon & Schuster, but will require the adoption of certain business practices for a 24 month period and certain compliance practices for a five year period.

On June 11, 2012, for purposes of settlement and without any admission of wrongdoing or liability, Simon & Schuster entered into a proposed settlement agreement to resolve the antitrust action filed by a number of states and the Commonwealth of Puerto Rico against several of the Publishing parties in the United States District Court for the Western District of Texas, which was transferred to the United States District Court for the Southern District of New York ("States") on April 30, 2012. The proposed settlement provides that, certain Publishing parties, including Simon & Schuster, will pay agreed upon amounts for consumer restitution, among other things, and also requires the adoption of certain business and compliance practices, which are substantially similar to those described in the Stipulation with the DOJ. The proposed settlement is subject to court approval. On September 14, 2012, the court granted preliminary approval of the proposed settlement, which all states (except Minnesota), the District Columbia and the United States territories joined. On October 15, 2012, Simon & Schuster paid the agreed upon amounts into an escrow account pending final court approval. The court is scheduled to conduct a final settlement approval hearing on February 8, 2013. The Company believes that this settlement with the States and the Stipulation with the DOJ will not have a material adverse effect on its results of operations, financial position or cash flows.

On December 9, 2011, the United States Judicial Panel on Multidistrict Litigation (the "MDL") issued an order consolidating in the United States District Court for the Southern District of New York various purported class action suits that private litigants had filed in federal courts in California and New York. On January 20, 2012, the plaintiffs filed a consolidated amended class action complaint with the court against the Publishing parties. These private litigant plaintiffs, who are e-book purchasers, allege that, among other things, the defendants are in violation of federal and/or state antitrust laws in connection with the sale of e-books pursuant to agency distribution arrangements between each of the publishers and e-book retailers. The consolidated amended class action complaint generally seeks multiple forms of damages for the purchase of e-books and injunctive and other relief. On March 2, 2012, the Publishing parties filed a motion to dismiss this action. On May 15, 2012, the court denied the motion to dismiss. The Company believes that the States' settlement, if approved by the court, would likely resolve the class claims of those private litigant plaintiffs in the MDL litigation who reside in the areas covered by the States' settlement and who do not opt-out of such settlement.

Commencing on February 24, 2012, similar antitrust suits have been filed under Canadian law against the Publishing parties by private litigants in Canada, purportedly as class actions. Simon & Schuster intends to vigorously defend itself in the MDL and Canadian matters.

In addition, the European Commission (the “EC”) and Canadian Competition Bureau are conducting separate competition investigations of agency distribution arrangements of e-books in this industry and Simon & Schuster is cooperating with these investigations. On September 19, 2012, the EC began accepting public comment on the terms of a proposed settlement. The proposed settlement between the EC and certain Publishing parties, including Simon & Schuster, requires the adoption of certain business and compliance practices similar to those described in the Stipulation with the DOJ, subject to public comment.

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 September 30, 2012, the Company had pending approximately 46,060 asbestos claims, as compared with approximately 50,090 as of December 31, 2011 and 50,120 as of September 30, 2011. During the third quarter of 2012, the Company received approximately 1,100 new claims and closed or moved to an inactive docket approximately 1,060 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 2011 and 2010 for settlement and defense of asbestos claims after insurance recoveries and net of tax benefits were approximately $33 million and $14 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.

General.    On an ongoing basis, the Company vigorously defends itself in numerous lawsuits and proceedings and responds to various investigations and inquiries from federal, state and local authorities (collectively, "litigation"). Litigation may be brought against the Company without merit, 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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Goodwill and Other Intangible Assets (Details) (USD $)	1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 30, 2012 stations	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross		$ 1,672,000,000		$ 1,672,000,000		$ 1,745,000,000
Accumulated amortization		(1,129,000,000)		(1,129,000,000)		(1,126,000,000)
Finite-lived intangible assets, net		543,000,000		543,000,000		619,000,000
Indefinite-Lived Intangible Assets by Major Class [Line Items]
Total intangible assets, net		6,483,000,000		6,483,000,000		6,526,000,000
Total intangible assets, gross		7,612,000,000		7,612,000,000		7,652,000,000
Amortization expense [Abstract]
Amortization expense		25,000,000	31,000,000	80,000,000	94,000,000
Aggregate annual amortization expense for existing intangible assets subject to amortization for each of the following years [Abstract]
2012		104,000,000		104,000,000
2013		90,000,000		90,000,000
2014		80,000,000		80,000,000
2015		69,000,000		69,000,000
2016		59,000,000		59,000,000
Number of radio stations sold	5
Stations sale, price	50,000,000
Impairment charges		0	0	11,000,000	0
FCC licenses [Member]
Indefinite-Lived Intangible Assets by Major Class [Line Items]
Indefinite-lived intangible assets		5,771,000,000		5,771,000,000		5,738,000,000
Trade names [Member]
Indefinite-Lived Intangible Assets by Major Class [Line Items]
Indefinite-lived intangible assets		169,000,000		169,000,000		169,000,000
Leasehold agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross		895,000,000		895,000,000		882,000,000
Accumulated amortization		(630,000,000)		(630,000,000)		(590,000,000)
Finite-lived intangible assets, net		265,000,000		265,000,000		292,000,000
Franchise agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross		489,000,000		489,000,000		487,000,000
Accumulated amortization		(313,000,000)		(313,000,000)		(292,000,000)
Finite-lived intangible assets, net		176,000,000		176,000,000		195,000,000
Other intangible assets [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross		288,000,000		288,000,000		376,000,000
Accumulated amortization		(186,000,000)		(186,000,000)		(244,000,000)
Finite-lived intangible assets, net		$ 102,000,000		$ 102,000,000		$ 132,000,000

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

9 Months Ended

Sep. 30, 2012

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 (“GAAP”) 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. For both the three and nine months endedSeptember 30, 2012,stock options to purchase 3 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 nine months endedSeptember 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.

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Related Parties (Tables)

9 Months Ended

Sep. 30, 2012

Due To Due From Related Party Tables [Abstract]

Amounts due from Viacom Inc. [Table Text Block]

	At		At
	September 30, 2012		December 31, 2011
Receivables	$	120	$	102
Other assets (Receivables, noncurrent)		157		198
Total amounts due from Viacom Inc.	$	277	$	300

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Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			3 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Sep. 30, 2012	Sep. 30, 2012 Asbestos Claims [Member] claims	Dec. 31, 2011 Asbestos Claims [Member] claims	Sep. 30, 2011 Asbestos Claims [Member] claims
Commitments and Contingencies [Line Items]
Outstanding letters of credit and surety bonds			$ 439
Number of pending asbestos claims				46,060	50,090	50,120
Number of new asbestos claims				1,100
Number of asbestos claims closed or moved to inactive docket				1,060
Costs for settlement and defense of asbestos claims, net of insurance recoveries and tax benefits	$ 33	$ 14

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Balance Sheet Parentheticals [Abstract]
Receivables, allowances	$ 103	$ 114
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	375,000,000	375,000,000
Common stock, shares, issued	43,000,000	44,000,000
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	5,000,000,000	5,000,000,000
Common stock, shares, issued	783,000,000	769,000,000
Treasury stock, at cost, Class B shares	189,000,000	162,000,000

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Programming and Other Inventory

9 Months Ended

Sep. 30, 2012

Programming And Other Inventory Disclosure [Abstract]

Programming and Other Inventory

4) PROGRAMMING AND OTHER INVENTORY

		At		At
		September 30, 2012		December 31, 2011
Program rights		$	1,228	$	1,333
Television programming:
	Released (including acquired libraries)		580		628
	In process and other		229		170
Theatrical programming:
	Released		17		15
	In process and other		32		25
Publishing, primarily finished goods			65		59
Other			1		1
Total programming and other inventory			2,152		2,231
	Less current portion		685		735
Total noncurrent programming and other inventory		$	1,467	$	1,496

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Bank Financing and Debt (Tables)

9 Months Ended

Sep. 30, 2012

Bank Financing And Debt Tables [Abstract]

Schedule of Debt [Table Text Block]

		At		At
		September 30, 2012		December 31, 2011
Senior debt (1.95% – 8.875% due 2012 – 2056) (a)		$	5,863	$	5,925
Obligations under capital leases			77		78
Total debt			5,940		6,003
	Less discontinued operations debt (b)		13		21
Total debt from continuing operations			5,927		5,982
	Less current portion		20		24
Total long-term debt from continuing operations,
	net of current portion	$	5,907	$	5,958

(a) At September 30, 2012 and December 31, 2011, the senior debt balances included (i) a net unamortized (discount)premium of $(17) million and $4 million, respectively, and (ii) an increase in the carrying value of the debt relating to previously settled fair value hedges of $24 million and $75 million, respectively. The face value of the Company's senior debt was $5.86 billion atSeptember 30, 2012 and $5.85 billion atDecember 31, 2011.

(b) Included in noncurrent liabilities of discontinued operations on the Consolidated Balance Sheets.

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Pension and Other Postretirement Benefits (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Pension Benefits [Member]
Components Of Net Periodic Cost Details [Abstract]
Service cost	$ 9	$ 9	$ 27	$ 27
Interest cost	61	62	183	186
Expected return on plan assets	(62)	(60)	(186)	(179)
Amortization of actuarial losses (gains)	18	16	54	48
Net periodic cost	26	27	78	82
Postretirement Benefits [Member]
Components Of Net Periodic Cost Details [Abstract]
Service cost	0	0	0	0
Interest cost	8	9	24	27
Expected return on plan assets	0	0	0	0
Amortization of actuarial losses (gains)	(4)	(3)	(12)	(8)
Net periodic cost	$ 4	$ 6	$ 12	$ 19

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Condensed Consolidating Financial Statements

9 Months Ended

Sep. 30, 2012

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 September 30, 2012
			CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Revenues			$	36	$	32	$	3,350	$	—	$	3,418
Expenses:
	Operating			19		26		1,796		—		1,841
	Selling, general and administrative			21		57		601		—		679
	Depreciation and amortization			1		3		123		—		127
		Total expenses		41		86		2,520		—		2,647
Operating income (loss)				(5)		(54)		830		—		771
Interest (expense) income, net				(114)		(88)		109		—		(93)
Net loss on early extinguishment of debt				(57)		—		—		—		(57)
Other items, net				1		(5)		7		—		3
Earnings (loss) before income taxes and equity
	in earnings (loss) of investee companies			(175)		(147)		946		—		624
Benefit (provision) for income taxes				61		52		(332)		—		(219)
Equity in earnings (loss) of investee companies,
	net of tax			505		320		(14)		(825)		(14)
Net earnings			$	391	$	225	$	600	$	(825)	$	391
Comprehensive income			$	421	$	220	$	627	$	(847)	$	421

			Statement of Operations
			For the Nine Months Ended September 30, 2012
			CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Revenues			$	103	$	156	$	10,559	$	—	$	10,818
Expenses:
	Operating			53		106		6,020		—		6,179
	Selling, general and administrative			64		182		1,810		—		2,056
	Impairment charges			—		—		11		—		11
	Depreciation and amortization			4		10		376		—		390
		Total expenses		121		298		8,217		—		8,636
Operating income (loss)				(18)		(142)		2,342		—		2,182
Interest (expense) income, net				(366)		(261)		323		—		(304)
Net loss on early extinguishment of debt				(32)		—		—		—		(32)
Other items, net				1		(6)		17		—		12
Earnings (loss) before income taxes and equity
	in earnings (loss) of investee companies			(415)		(409)		2,682		—		1,858
Benefit (provision) for income taxes				146		144		(937)		—		(647)
Equity in earnings (loss) of investee companies,
	net of tax			1,450		912		(30)		(2,362)		(30)
Net earnings			$	1,181	$	647	$	1,715	$	(2,362)	$	1,181
Comprehensive income			$	1,216	$	639	$	1,735	$	(2,374)	$	1,216

			Statement of Operations
			For the Three Months Ended September 30, 2011
			CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Revenues			$	30	$	50	$	3,285	$	—	$	3,365
Expenses:
	Operating			19		35		1,756		—		1,810
	Selling, general and administrative			24		61		633		—		718
	Depreciation and amortization			1		3		130		—		134
		Total expenses		44		99		2,519		—		2,662
Operating income (loss)				(14)		(49)		766		—		703
Interest (expense) income, net				(129)		(88)		109		—		(108)
Other items, net				(1)		11		(31)		—		(21)
Earnings (loss) before income taxes and equity
	in earnings (loss) of investee companies			(144)		(126)		844		—		574
Benefit (provision) for income taxes				54		47		(318)		—		(217)
Equity in earnings (loss) of investee companies,
	net of tax			428		219		(19)		(647)		(19)
Net earnings			$	338	$	140	$	507	$	(647)	$	338
Comprehensive income			$	317	$	144	$	476	$	(620)	$	317

			Statement of Operations
			For the Nine Months Ended September 30, 2011
			CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Revenues			$	93	$	123	$	10,245	$	—	$	10,461
Expenses:
	Operating			53		93		5,970		—		6,116
	Selling, general and administrative			80		183		1,796		—		2,059
	Depreciation and amortization			4		11		397		—		412
		Total expenses		137		287		8,163		—		8,587
Operating income (loss)				(44)		(164)		2,082		—		1,874
Interest (expense) income, net				(389)		(255)		319		—		(325)
Other items, net				—		10		(17)		—		(7)
Earnings (loss) before income taxes and equity
	in earnings (loss) of investee companies			(433)		(409)		2,384		—		1,542
Benefit (provision) for income taxes				158		149		(876)		—		(569)
Equity in earnings (loss) of investee companies,
	net of tax			1,210		939		(38)		(2,149)		(38)
Net earnings			$	935	$	679	$	1,470	$	(2,149)	$	935
Comprehensive income			$	948	$	678	$	1,463	$	(2,141)	$	948

		Balance Sheet
		At September 30, 2012
		CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Assets
Cash and cash equivalents		$	622	$	1	$	324	$	—	$	947
Receivables, net			20		89		3,093		—		3,202
Programming and other inventory			6		5		674		—		685
Prepaid expenses and other current assets			107		85		790		(28)		954
	Total current assets		755		180		4,881		(28)		5,788
Property and equipment			41		107		5,276		—		5,424
	Less accumulated depreciation and amortization		11		66		2,975		—		3,052
	Net property and equipment		30		41		2,301		—		2,372
Programming and other inventory			4		96		1,367		—		1,467
Goodwill			98		62		8,446		—		8,606
Intangible assets			—		—		6,483		—		6,483
Investments in consolidated subsidiaries			38,226		8,883		—		(47,109)		—
Other assets			182		20		1,474		—		1,676
Intercompany			—		3,733		16,062		(19,795)		—
Total Assets		$	39,295	$	13,015	$	41,014	$	(66,932)	$	26,392
Liabilities and Stockholders’ Equity
Accounts payable		$	1	$	5	$	339	$	—	$	345
Participants’ share and royalties payable			—		38		809		—		847
Program rights			9		4		493		—		506
Current portion of long-term debt			4		—		16		—		20
Accrued expenses and other current liabilities			352		256		1,365		(28)		1,945
	Total current liabilities		366		303		3,022		(28)		3,663
Long-term debt			5,794		—		113		—		5,907
Other liabilities			3,051		421		3,061		—		6,533
Intercompany			19,795		—		—		(19,795)		—
Stockholders’ Equity:
	Preferred Stock		—		—		128		(128)		—
	Common Stock		1		123		1,136		(1,259)		1
	Additional paid-in capital		43,429		—		61,690		(61,690)		43,429
	Retained earnings (deficit)		(27,162)		12,507		(23,651)		11,144		(27,162)
	Accumulated other comprehensive income (loss)		(404)		(8)		315		(307)		(404)
			15,864		12,622		39,618		(52,240)		15,864
	Less treasury stock, at cost		5,575		331		4,800		(5,131)		5,575
	Total Stockholders’ Equity		10,289		12,291		34,818		(47,109)		10,289
Total Liabilities and Stockholders’ Equity		$	39,295	$	13,015	$	41,014	$	(66,932)	$	26,392

		Balance Sheet
		At December 31, 2011
		CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Assets
Cash and cash equivalents		$	134	$	1	$	525	$	—	$	660
Receivables, net			30		54		3,170		—		3,254
Programming and other inventory			6		4		725		—		735
Prepaid expenses and other current assets			81		83		752		(22)		894
	Total current assets		251		142		5,172		(22)		5,543
Property and equipment			46		100		5,188		—		5,334
	Less accumulated depreciation and amortization		14		56		2,754		—		2,824
	Net property and equipment		32		44		2,434		—		2,510
Programming and other inventory			8		125		1,363		—		1,496
Goodwill			98		62		8,460		—		8,620
Intangible assets			—		—		6,526		—		6,526
Investments in consolidated subsidiaries			36,473		7,972		—		(44,445)		—
Other assets			223		20		1,259		—		1,502
Intercompany			—		4,022		14,103		(18,125)		—
Total Assets		$	37,085	$	12,387	$	39,317	$	(62,592)	$	26,197
Liabilities and Stockholders’ Equity
Accounts payable		$	5	$	17	$	388	$	—	$	410
Participants’ share and royalties payable			—		28		910		—		938
Program rights			7		5		565		—		577
Current portion of long-term debt			7		—		17		—		24
Accrued expenses and other current liabilities			311		279		1,417		(23)		1,984
	Total current liabilities		330		329		3,297		(23)		3,933
Long-term debt			5,845		—		113		—		5,958
Other liabilities			3,169		406		2,824		(1)		6,398
Intercompany			17,833		—		—		(17,833)		—
Stockholders’ Equity:
	Preferred Stock		—		—		128		(128)		—
	Common Stock		1		123		1,136		(1,259)		1
	Additional paid-in capital		43,395		—		61,690		(61,690)		43,395
	Retained earnings (deficit)		(28,343)		11,860		(25,366)		13,506		(28,343)
	Accumulated other comprehensive income (loss)		(439)		—		295		(295)		(439)
			14,614		11,983		37,883		(49,866)		14,614
	Less treasury stock, at cost		4,706		331		4,800		(5,131)		4,706
	Total Stockholders’ Equity		9,908		11,652		33,083		(44,735)		9,908
Total Liabilities and Stockholders’ Equity		$	37,085	$	12,387	$	39,317	$	(62,592)	$	26,197

			Statement of Cash Flows
			For the Nine Months Ended September 30, 2012
			CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating
	activities		$	(692)	$	(167)	$	2,339	$	—	$	1,480
Investing Activities:
	Acquisitions, net of cash acquired			—		—		(70)		—		(70)
	Capital expenditures			—		(7)		(145)		—		(152)
	Investments in and advances to investee companies			—		—		(54)		—		(54)
	Proceeds from sale of investments			—		11		—		—		11
	Proceeds from dispositions			—		—		46		—		46
Net cash flow provided by (used for) investing activities				—		4		(223)		—		(219)
Financing Activities:
	Proceeds from issuance of notes			1,567		—		—		—		1,567
	Repayment of notes			(1,583)		—		—		—		(1,583)
	Payment of capital lease obligations			—		—		(15)		—		(15)
	Payment of contingent consideration			—		—		(33)		—		(33)
	Dividends			(199)		—		—		—		(199)
	Purchase of Company common stock			(839)		—		—		—		(839)
	Payment of payroll taxes in lieu of issuing
		shares for stock-based compensation		(105)		—		—		—		(105)
	Proceeds from exercise of stock options			140		—		—		—		140
	Excess tax benefit from stock-based compensation			93		—		—		—		93
	Increase (decrease) in intercompany			2,106		163		(2,269)		—		—
Net cash flow provided by (used for) financing
	activities			1,180		163		(2,317)		—		(974)
	Net increase (decrease) in cash and cash equivalents			488		—		(201)		—		287
	Cash and cash equivalents at beginning of period			134		1		525		—		660
Cash and cash equivalents at end of period			$	622	$	1	$	324	$	—	$	947

			Statement of Cash Flows
			For the Nine Months Ended September 30, 2011
			CBS Corp.		CBS Operations Inc.		Non-Guarantor Affiliates		Eliminations		CBS Corp. Consolidated
Net cash flow (used for) provided by operating
	activities		$	(495)	$	(164)	$	2,339	$	—	$	1,680
Investing Activities:
	Acquisitions, net of cash acquired			—		—		(73)		—		(73)
	Capital expenditures			—		(5)		(147)		—		(152)
	Investments in and advances to investee companies			—		—		(45)		—		(45)
	Proceeds from sale of investments			—		8		—		—		8
	Proceeds from dispositions			—		—		13		—		13
Net cash flow provided by (used for) investing
	activities			—		3		(252)		—		(249)
Financing Activities:
	Proceeds from issuance of notes			—		—		4		—		4
	Repayment of notes and debentures			—		—		(2)		—		(2)
	Payment of capital lease obligations			—		—		(14)		—		(14)
	Dividends			(140)		—		—		—		(140)
	Purchase of Company common stock			(850)		—		—		—		(850)
	Payment of payroll taxes in lieu of issuing
		shares for stock-based compensation		(81)		—		—		—		(81)
	Proceeds from exercise of stock options			58		—		—		—		58
	Excess tax benefit from stock-based compensation			66		—		—		—		66
	Other financing activities			(5)		—		—		—		(5)
	Increase (decrease) in intercompany			1,852		161		(2,013)		—		—
Net cash flow provided by (used for) financing
	activities			900		161		(2,025)		—		(964)
	Net increase in cash and cash equivalents			405		—		62		—		467
	Cash and cash equivalents at beginning of period			105		1		374		—		480
Cash and cash equivalents at end of period			$	510	$	1	$	436	$	—	$	947