Martin Shea - EVP of IR Sumner Redstone - Executive Chairman Leslie Moonves - President and CEO Fredric Reynolds - EVP and CFO

Lucas Binder - UBS Jessica Reif-Cohen - Merrill Lynch Victor B. Miller - Bear Sterns John Blackledge - J.P Morgan John Klim - Creditt Suisse Michael Nathanson - Sanford Bernstein Anthony DiClemente - Lehman Brothers Marci Ryvicker - Wachovia Securities

Good day everyone and welcome to the CBS Corporation Third Quarter 2007 Earning Release Teleconference. Today's call is being recorded. At this time I would like to turn the call over to the Executive Vice President of Investor Relations, Mr. Marty Shea. Please go ahead sir. Martin Shea - Executive Vice President of Investor Relations: Good afternoon and Thank you for taking time to join us for our third quarter 2007 earnings call. Joining me for today's discussion is Sumner Redstone, our Executive Chairman; Leslie Moonves, the President and CEO of CBS; and Fred Reynolds, our Executive Vice President and CFO. Sumner will have some opening remarks and then turn the call over to Les and Fred for strategic and financial issues. We'll then open up the call to questions. Let me note that statements on this conference call relating to matters which are not historical facts are considered forward-looking statements, which involve risks and uncertainties that could cause actual results to differ. Risks and uncertainties are disclosed in CBS Corporation's news releases and security filings. A summary of CBS Corporation's third quarter 2007 results should have been sent to all of you, if you did not receive the results please call Poonam Desai at 975-3667 and she will get it to you. A web cast of the call, the earnings release, and other information related to the presentation can be found on CBS Corporation's corporate website at the address cbscorporation.com. Now I will turn the call over to Sumner. Sumner Redstone - Executive Chairman: Thanks Marty and good afternoon everyone. Thank you for joining us. Now it is really hard to believe two years have passed since the CBS Corporation was formed, a progress that has been made since then equally hard to believe. This company is doing exactly what we set out to do, which is to perform at the top of our respective industries, while generating healthy free cash flow, returning value to shareholders through the increasing, always increasing dividends and buy backs. We are able to do that because CBS makes and distributes some of the best mass appeal content in the world. At the same time our businesses is revolving and change into capitalizer from the remarkable opportunities presented by the new media age. CBS content is available wherever, however, and whenever audiences want to get it and we are getting paid for it in all of these ways too. Making this possible is of course a highly committed, highly creative team of top tier professionals led by my very good friend, the incomparable Leslie. I am clearly exited really about what the future holds for this great company and Les will tell you all about it. Leslie Moonves - President and Chief Executive Officer: Thank you, very much Sumner for the nice words. Hello everybody, thank you for joining us on the call this afternoon. Today I am going to take you through the highlights of our financial results and then discuss a few of the most significant developments at CBS during the quarter. After my remarks my colleague and our CFO, Fred Reynolds will discuss the financials in greater detail and then we will open up the call to your questions. When we became the CBS Corporation seven quarters ago; we set out to manage all our operations with distinction, to expand our profit margins, and to return value to our shareholders. During this past quarter we delivered on each of these goals. We are achieving these results by continually evaluating and refining our asset portfolio. As we exit slower growth areas, we are better able to manage the assets we have and then utilize our extraordinary cash flow to focus on higher growth opportunities for the future. This refocusing of our assets is well under way. During the quarter we acquired SignStorey, which we renamed CBS Outernet, a video in-store advertising company and we further invested in our online properties to help build our aggregate audience and we significantly built out our digital billboards and transit displays around the world. Each of these actions is complementary to our existing businesses which we are actively moving into the future. As we all know the media industry is changing more rapidly than ever. These changes represent opportunity and we welcome them. I am particularly pleased with the way we are building on our strong core businesses and moving them into the interactive age that clearly lies ahead. Going forward we will continue to position ourselves for faster growth of revenues across all the emerging platforms. While we do this, we continue to turn in solid operating performances that will allow us to invest in our businesses and return value to shareholders. During this third quarter we also implemented a $1.6 billion accelerated share repurchase program and increased our quarterly cash dividend by 14% to $0.25 per share. Since January 1, 2006 we have raised our quarterly dividend 5 times, a total increase of nearly 80%. We were able to accomplish this by utilizing our excellent free cash flow which continues to be one our great stories. Free cash flow has now reached almost $1.6 billion for the first nine months for the year. Our earnings also grew during the quarter, net earnings from continuing operations was up 5% to $340 million and EPS from continuing operations was up 14% to $0.48 per diluted share. Our OIBDA up $758 million was also up from last year. Operating income was flat despite healthy performances in television, outdoor and publishing due to continued challenges at radio, which I will say more about in a few minutes. These good profit earnings and cash flow performances were accomplished in spite of the fact that revenue is down slightly as we rolled over non-comparable items including the sales of TV and radios stations, the shut down of UPN television network, and the non-renewal of marginally profitable transit contracts. The sales of these assets has set us up to pursue a far more attractive business model to grow our top-line in the future. We will continue to operate our businesses efficiently, increase margins, and produce significant levels of cash. Our continued solid performance in all these areas should tell you a lot about why we are so confident in where CBS is headed. Now let's take a look at each of those businesses starting with television. For the quarter OIBDA and operating income were each up 4% while revenues were up 3% due in part to the non-comparable items I just mentioned. The growth in OIBDA and operating income in television reflected higher profits from the mix of titles and syndications and underlying advertising revenue growth. I want to say a few words now about the state of our network business which has been the subject to some confusion lately. Our landscape is changing; we think these changes will produce tremendous opportunities for content companies like ours. Before I continue however, I want to mention the possibility of WGA Writers Guild strike. We continue to engage in serious negotiation and hope that an agreement is reached soon. But make no mistake we are prepared, we have a full slate of new first run programming ready to go both now and at mid season. Our dramas and comedy repeats extremely well, the bottom-line is this, in the event of the strike we are fully prepared to offer alternative programming options and we would anticipate no material impact on the company for the remainder of the television season. Now about that season, its clear to anyone who follows television that we are in the middle of the most significant periods of change since the advent Nielsen people-meters 20 years ago. Overnight ratings mean less and less everyday as people use a variety of new technologies to view, stream, or download or sometimes wildering away of content. People are watching at their own convenience and they are arranging their own schedules. But one thing is not changing, no matter what device they are using, they are still watching their favorite network shows, and every new way they do so represents the new way for us to monetize that content. New viewing habits have mandated new ways of measuring our audience. As you know this year for the first time, television ratings are based on a whole new scale. In the new map, it's the people who watch commercials who count to our advertisers. These viewers are much more valuable to the advertisers since they are far more engaged with the commercial itself. This is good news for the broadcasting business. Only our medium continues to deliver the kind of mass audience national advertisers require. Better still, the numbers tell us that the big broadcast networks are in retaining viewers during commercials, much more efficiently than cable does, because our viewers are significantly more engaged in what they are watching. Advertisers clearly understand this. In the last several months scatter pricing continues to be way up into double-digits. Right now north of 35%, which is clearly far in excess of what advertisers pay during the upfront. Remember this inventory is sold without guarantees regardless of ratings. Advertisers understand, how essential the networks are in this complicated media landscape. The DVR is at the centre of many of these changes. As we have said, the growth of DVR penetration is only helping us to count and monetize our changing audience. Here too the broadcast networks are the winners. The new numbers show that as we suspected people are using DVR's to time ship and view a disproportionate amount of programming from broadcast television. The biggest winners turn out to be the strong existing hits that people love. The five broadcast networks are now getting 78% of all prime time playback. When you compare this number to the fact that the five broadcast networks receive about half of all live viewing, you can see how DVR's are providing the networks with a new competitive advantage. I am particularly pleased that among our peers CBS has delivered the highest lift in viewers in DVR playback and even without the DVR's, established shows continue to claim the top spots early in the season. CSI is still the top rated show with more than 20 million live viewers and another 3.2 million through playback, for a total of just under 24 million viewers. That's a big number in any season. CBS continues to have the most stable line up with the most breadth of successful programs on television, where number one on 3 nights of the week and number two on four. Its clear that in the complicated new media environment, people are gravitating to hits and to big live events. This makes sports programming more valuable than ever and people are watching more and more of it. And sports programming continues to have very high commercial audience retentions, that's good news for CBS as well. Our broadcast of the New England Patriots, Dallas Cowboys game on October 14th was the most watched NFL regular season game in more than a decade, with an average of 29 million viewers. In fact it was the largest audience for any thing on broadcast TV, since the American Idol Finale in May. The Patriots Cowboys game also brought a healthy lift to our TV stations that air the game, and this Sundays show down, between the Undefeated Patriots and Undefeated Colts should post terrific numbers too. This is the latest point in the season that two unbeaten teams have played each other in NFL history and it is on the CBS Television Network. Overall CBS sports coverage of the NFL is up 10% from this time last year, the NFL toady is up 4%, both of which are the best increases among all NFL broadcasters, and through this past Sunday more people have watched NFL games on CBS than any other network. Meanwhile the sports advertising marketplace continues to be extremely strong with NFL CPM's up double-digits year-over-year, having the sweet scale but all the big AFC games through AFC championship is very exciting, at this pricing we will be seeing benefits, from now through the end of January '08. Turning to syndication, CBS Television Distribution continues to have 8 of the top 10 highest rated shows virtually every week and we have some promising new shows in development including a spin-off of the very successful Dr. Phil franchise that has already sold in more than 50% of the nation. Demand for our programming is fast growing and international marketplace is extremely strong as well. I just got that from MIPCOM, which is the largest international distribution trade show in the industry and it was the biggest MIPCOM ever. The demand for American television programming is very healthy throughout the world. CSI Miami is now the number one exported show in the world and since we became the sole distributor of the entire CSI franchise throughout the world, we will realize an even greater piece of the global pie. This arena represents one of our most encouraging opportunities for growth. In cable, we are especially pleased with the performance being turned in by Showtime who's original programming is performing at unprecedented numbers and is probably it's best buzz ever among critics and fans. Season two of Dexter outperformed its original debut by 67% and has quickly become the networks top rated show. Brotherhood is also showing marked improvements from last season and is up 31%. Weeds, now in its third season is averaging 20% more viewers than last season. And finally the series debut of Californication, yes that's the name of the show delivered the networks biggest scripted comedy debut since 2001. It's no wonder that many are now saying Showtime is clearly the hottest premier premium cable network in America. It's also hot on iTunes by the way. Meanwhile subscriber numbers and fees continue to climb upward. I will tell something interesting about that subscriber growth. A significant part of it is coming from the new Telco's which are starting to show very strong gain, as Telco's like FiOS grow, Showtime will benefit and so will CBS. These Telco's are the same companies that obstruct retransmission, consent deals for CBS programming as well. They have actually built the price of retransmission fees into their business models. We believe this recognition of the value of our content can only help as we move forward selecting re-trans from their cable competitors. Television is our primary business, but we are making in roads in other areas as a future value as well. Over our new film business we are very fortunate to have named Amy Baer, a former top executive at Sony Feature Films as the President of the Division. Amy will be in charge of creating broad appeal movies in the $10 million to $50 million range which will be distributed through all of our channels. Showtime, international, online DVD, and of course theatres. We think this business fits nicely with our core strength and this is another good way to diversify our portfolio. As I mentioned across all of our segments, we have been investing on our internet businesses as well. I am pleased to say that we are seeing dramatic increases in their performance across the board. During the third quarter Big Brother was the most visited online television site this past summer and video streams were up triple digits year-over-year on cbs.com as a whole. We have really improved our web player and made more of our shows available online in more places than ever before. As consumption habits change, we continue to learn about our audience. For example, our data shows that online streams spike right before television broadcast as viewers look to catch up on previous episodes before the live one. And the good news is that this is incremental viewing. We are also experiencing a tremendous volume of users choosing to interact with our short form content. So we are increasingly syndicating these clips across to CBS audience network which can only be monetized with ads, but can promote the television network as well. Cbssports.com has been a terrific story for us as well. According to September data from Nielsen's net rating, cbssports.com is the number one sports site in terms of visits per person and time spent per person. These are metrics that advertises luck. When you have the largest number of NFL viewers out there, it makes sense that you will have superior web traffic as well. And our social networking music destination Last.fm continues its rapid growth and the opportunity to visit with Last.fm founders in London last month and was truly impressed with how they are building out their audience. Audio streaming is up 400% from last year and 100% since we acquired it and since the acquisition, time spend on the site has grown 150% and we are seeing a strong growth in video stream. Now let's look at radio, where we clearly face significant challenges. On a same station basis, excluding domestic stations, revenue is down 7% which is not acceptable to us. But under the leadership of Dan Mason we believe that the turnaround of this division is underway. We are beginning to see some very positive signs in our largest markets. We have refined our asset portfolio as you know which is allowing us to concentrate our efforts in the areas where we can make the biggest difference and Dan is doing just that. He is a programmer, he is focused on delivering the formats and programming that local listeners want to hear. Early indications are good. The most recent ratings book from Arbitron indicate that that those moves are paying off. CBS Radio, big station cluster in New York gained 23% year-over-year and adult 25 to 54. Since changing formats WCBS FM has moved from 20th place to 6th place and increases share of New York audiences by 85% and WFAN finished up 13% year-over-year among its targeted moment 25 to 54 moving into second place and as Dan turns his attention to the number two market, we are also seeing gains in key demos in Los Angles as well. Directive now is to turn those ratings into dollars. We've made some important moves here. Just last week Dan streamlined his executive structure and also named Michael Weiss to be President of CBS Radio sales. Michael has been the Head of CBS's Radio rep firm for many years and will now have reporting lines into the directors of sales at all of our stations. I believe the combination of continued rating gains and our new sales structure bodes well for the performance of our radio division heading into '08. At the same time, CBS Radio is making a very aggressive move into the new digital future. We think, there are significant up sides here in a business that clearly has to change and look for new ways to grow. Here as in so many media sectors, the Internet offers great promise. We've always been primarily a drive time business, but streaming radio online moves the medium into places as it has never been before, making it possible for people to tune in at any time of the day, particularly between 9 and 5 when people are at work. This is truly an additive revenue opportunity and CBS is making sure we capture the largest possible piece of that pie. That's why we are making a significant push at our online radio stations where we are seeing remarkable year-over-year growth. People are listening towards stations over the air during morning drive at they always have and then continuing to listen at work as well through their computers. Radio is also a medium of choice during times of crisis and online listening is up there as well. Our two all news radios stations in LA not only saw a huge increase in listeners during the wildfires last weak, they also saw ten fold increases in the number of people streaming their newscast over the Internet. In addition, Digital HD Radio is coming into it's own and we are in the forefront of that business. This new medium allows us to create additional digital stations within our bandwidth with creating entire new revenue streams that can be sold to advertisers and attract new listeners. Radio has to change and it is changing, at the medium and at CBS. In the short-term radio is very well responsive to changes and format which are quickly reflected in ratings that we are now selling. Going forward new technology offers many opportunities. We believe in this unique local power both terrestrially and digitally, and we won't be satisfied until radio is growing its audience share, revenue and profits. Outdoor continues to be a great business for us. Here in U.S. third quarter billboard revenues increased 7% and overseas revenues were up 13%. Excellent growth in our domestic business here was offset by revenue declines in trends and in display due to the non renewal of those of marginal contracts I mentioned earlier. We are far better off without those. In October the core businesses is great and the future looks even better because it's increasing digitally. Digital innovation is creating and exploding new set of opportunities that is attracting increased demand to across the board from existing clients to advertisers that never considered the outdoor medium before. That's why we are deploying capital to invest in high growth digital billboards and transit display. Through the third quarter we had more than 4,650 digital displays up and running worldwide with another 500 expected by the end of the year. When I was in the UK a few weeks ago, the opportunity to see first Dan, the progress that has been made on our London underground investment. We are rolling out our new cross track projection technology that allows HD moving messages to be digitally projected onto the wall opposite the platforms. We are expecting great things as we make this available throughout the London underground and beyond. The display business is not only outdoor of course, it is moving indoors as well that's why acquired CBS Outernet as I mentioned. This business is a leading provider of programming and advertising content to retail outlets across the country and placed right into what we do best here at CBS, provide programming and sell advertising. With CBS Outernet we can help our advertisers reach consumers out of their homes directly at the point of purchase, plus more than 78 million monthly shoppers will now have access to CBS's national and local entertainment news and sports content at CBS Outernet locations across the country. Finally, publishing continues to thrive as Simon & Schuster delivered yet another quarter of stellar book sale. Titles such as, Become A Better You, by Joel Osteen and the continued success of The Secret, by Rhonda Byrne helped those revenue by 9%. The company has also made steady progress in the digital warehouse project. This is new storage distribution and transactional system that will digitize and house all Simon & Schuster content and manage license of our intellectual property. By year-end we expect to have 13,000 titles incorporated into the system. During the quarter we also announced the promotion of Carolyn Reidy to the role of President and CEO of Simon & Schuster effective January 1, 2008, after Jack Romanos retires at year end. Carolyn previously ran Simon & Schuster's Dell publishing division which accounts for the lion share of the division's revenue and as you recall Simon & Schuster had its best year ever last year. Particularly gratifying when you have a deep management bench that allows you to replace one top tier executive with an internal candidate of Carolyn caliber. She is extremely well regarded not only in the industry but, also inside Simon & Schuster as well. We think she will do great things here. So in conclusion those were our businesses. Across the board our world-class assets continue to throw up healthy levels of cash, allows us to invest in our operations and return value to our shareholders. Remember as well we have and will continue to shed lower and add higher margin businesses. Our goals are very clear, to operate our core businesses with distinction and to move aggressively in to the digital interactive future as well. We are doing this both through external acquisitions like CBS Outernet and Last.fm and with our internal investments in CBS audience network, CBS mobile, station website, outdoor digital displays, and digitizing of our book titles. The goal is to transform our businesses so that every dollar of revenue is producing a greater percentage of profit. Along the way one thing is constant, content will drive success. If content breaks through the clutter and enables to advertisers to reach consumers most effectively regardless of the platform. An interaction with leading content is driving the growth of those platforms and devices that we are seeing today that's why we will continue to investment in new kinds of content, whether it is short form online clips or full length theatricals. As we demonstrated with the CBS Television Network and across all of our businesses including the resurge in Showtime, CBS is a great content company. We will continue to capitalize upon CBS's position of creative leadership and operational excellence during this remarkable time of change in the marketplace and grow this corporation in the months and years ahead. Now I would like to hand over the call to my colleague Fred Reynolds who will tell you about our financials in more details. Fredric Reynolds - Executive Vice President and Chief Financial Officer: Thank you Leslie and good afternoon. Let me briefly take you through some of the financial highlights for the third quarter of 2007 and provide some additional information on our operating performance for the quarter. As you noted at the outset... as we not at the outset the third quarter net earnings from continuing operations totaled $340 million up 5.1% over the third quarter of 2006. Earnings per share from continuing operation was $0.48 as Leslie just mentioned, an increase of 14%, as fewer shares outstanding due to share repurchases totaling $3.4 billion and our higher net earnings drove earnings per share for the third quarter. Free cash flow for the third quarter totaled $266 million bringing our year-to-date free cash flow to almost $1.590 billion. Our free cash flow for the third quarter was very strong in comparison to the last years third quarter is hampered somewhat due to the previously discussed Federal Income Tax overpayment last year which increased the third quarter of 2006 free cash flow by approximately $60 million. The third quarter of 2007 free cash flow was also below last years year ago quarter due to lower interest income of $25 million as we used our excess cash to buyback our shares and higher CapEx spending of $13 million as we continue to invest and rolling out digital billboards and displays at our outdoor businesses. And finally we used a little more working capital in the third quarter versus last year in part, due to last year benefiting from almost $40 million of third quarter political ad spending in 2006, which as many of you know, we collect on a cash on delivery or COD basis, versus a normal 30 day trade terms. Dripping out these non-comparable items, free cash flow remains strong, as we continue to focus on asset turnover, particularly accounts receivable while we spend capital to build out our digital opportunities at outdoor. Turning to revenues for the third quarter 2007, totaled almost $3.3 billion, down 2.9% in the third quarter of 2006, three items, three items account for all of the drop in revenue versus a year ago. First, the shut down of UPN last year at the end of the third quarter of 2006. Now this quarter in 2007, the third quarter is the final quarter with a loss of revenues from shutting down UPN will affect comparability with last year. Second, Revenues are down to the divestiture of 39 radio and 9 TV stations, since last year at this time. And finally outdoors non renewal of lower margin transit and street furniture contracts in New York City and Chicago reduced our revenue in comparison to last year. These three items directly affected comparison with the third quarter of last year. But the drop in same station ad sales at radio matched the underlying strength of revenue growth throughout the rest of our businesses. Turning to operating income before depreciation and amortization or OIBDA for the third quarter totaled $758 million, up slightly over last years third quarter. Operating income for the quarter of $646 million flat with last of last year as we recognized in the quarter additional $8 million of stock based compensation expense, versus last year at this time. Operating income profit margins, however, for all of CBS's in the third quarter 2007 was 20%, up 6/10th of a percent from year ago as we continue our strategy that Leslie just mentioned over the last 22 months of shedding of lower margin businesses. This continued strategic shift to higher margin revenue opportunities will continue to drive our future growth in margins. For the third quarter, you will note in the earnings release our tax provision was about 32.8% versus 38.7% last year. The drop in our tax provision for this quarter versus this quarter is due largely to a drop in our foreign and state effective tax rates. The drop in our effective rates is driven by various tax strategies, we have employed since the separation. Going forward, we expect our normalized tax rates to range between 38% and 39%. Now having initiated in the share repurchases since 2007, our total diluted shares outstanding at September 30, 2007 now totaled 680 million shares, down from 775 million shares at this time last year. Over 12% reductions in our shares outstanding. And as Leslie mentioned, in third quarter we announced our latest increase in our quarterly dividends is $0.25 a share per quarter. Since the 1st of January '06, since January 1, 2006 we have paid almost $1.1 billion in dividends. Add to that $3.4 billion in share buyback and in a very short period of time, we have returned a significant amount of cash to you, our shareholders. Now let me give you a little more information by segment starting off with the television segment. For the third quarter revenues in the television segment were $2.1 billion. Revenues were down 3% due to again the absence of UPN, the sale of nine TV stations, and lowest indication revenues compared to last year. We also started the 2007 and 2008 broadcast season, one week later than last year which had a smaller impact on our revenues lowering them. These four items reduced revenues by over 6 percentage points in comparison with the third quarter of last year. Syndication revenues in the third quarter were lower than last year as we recognized syndication revenue from CSI Miami, Star Trek, Enterprise, and Sabrina last year's third quarter versus the much smaller slate this quarter which was consistent... which consisted primarily of Charmed. Time Period sales in the third quarter for CBS Network were up 2% over last year. Turning to OIBDA in the television segment was that 4%, to $476 million which included stock based compensation of $15 million for the quarter, up $5 million from last year at this time. Operating income margins of the television segment for the third quarter of '07 were 20.7% of 1.5 percentage points higher than last year margin. Turning to radio, revenues in the third quarter totaled $446 million down 12% from last year. Five points of this drop of the 12% had to do with the station divestiture. The rest of the drop of 7 percentage points, was due to lower same station sales at the remaining radio stations. Radio's OIBDA in the third quarter was down 19% or $117 million. Half of the 19% drop was due to divesting radio stations since the third quarter last year and the absence of a $12 million gain from the sale of the station building, last year in the third quarter which we discussed last year at this time. Radio's operating income margins for the third quarter totaled 36.4%, which is down in 39.7% last year. Turning to outdoor, revenues for the quarter were $552 million, up 3% over the third quarter last year. Revenues for North America were down 2% or $7 million, as a 7% increase in our U.S. Billboard business was more than offset by the non renewal of the low margin New York and Chicago transit and street furniture contracts. Europe and Asia's revenue were up 13% aided by the weak U.S. dollar which contributes almost 8 percentage points of the growth in revenue for Europe and Asia. In the UK, revenues were up 14% in dollar terms and 6% in local currency and pound versus year ago, the last year as advertisers are really flocking to our new digital displays. OIBDA for outdoor for the third quarter was over $153 million, up 8% versus last year, North America's OIBDA for the third quarter was $134 million, up 8% versus the third quarter on lower revenues, while Europe and Asia's OIBDA totaled $19 million or 12% over the third quarter of 2006. Outdoors operating income profit margins for the third quarter was 18.1%, up 1.6 percentage points versus last year's third quarter. Simon & Schuster revenues totaled $214 million in the third quarter, up 9% over last year. OIBDA and operating income were up 5% and 6% respectively over the last year. Higher royalty expense coupled with cost incurred this year to digitize our bestseller backlist somewhat limited Simon & Schuster profit growth on higher third quarter revenues versus last year. Profit expense for the third quarter totaled $41 million the same as it was last year at this time, despite this year having approximately $3 million higher stock based compensation expense. Turning to our balance sheet, at September 30th, we had $1.2 billion of cash on the balance sheet and approximately $7 billion of debt. The strength of our balance sheet produced a strong leverage in coverage ratios with our leverage ratio at 2.2 times OIBDA and coverage ratio at 5.7 times OIBDA. Our businesses continue to generate significant amounts of cash flow, which gives us a tremendous amount of financial flexibility and importantly these days financial stability in the coming years. Finally, as we noted in today's earnings release, with one quarter left in 2007, we are on track to deliver our full year 2007 earnings guidance and we are very, very well positioned to take advantage of the many opportunities for growth that we see in 2008. With that, what we would love to do now is take your questions so, operator if would open up the telephone lines, we are ready to take any questions you may have. Question And Answer

[Operator Instructions]. First is Lucas Binder of UBS. Lucas Binder - UBS: Hi, good afternoon guys. I had a couple of quick questions for you, Les you mentioned that scatter was up probably 35%, well in excess of the out front, can you talk a little bit about why do you think that is... I know you have been using up some inventory for makers and as a result it's a tighter inventory situation, can you talk a little bit about that and then also on radio when do you think we will start to see growth in that business. You talked about you are assuring to see the transition there, but when do you think that we will actually start to see some positive results in that business? Leslie Moonves - President and Chief Executive Officer: Right, Lucas as we started this year we actually did not have a lot of makers, we had a little bit of that. Scatter pricing is very interesting, a lot of people, the C3 has sort of changed the market place a bit. We ended up selling more inventory in May than we had the year before. So there was a scarcity in terms of the numbers of spots that was available and once again I think the C3 became more self evident, I think broadcasting became a better buy and people are realizing that and there is huge demand. In addition categories are very strong, automotive is strong, pharmacology is strong, we are... financial services are good. I mean we are seeing strength across the board and as I mentioned before what is great about it is non guarantees and we are doing very well. In radio we anticipate that '08 is going to be a year of growth we do. We are anticipating we will see the changes that they have made in New York and that is beginning to do in LA and we are very pleased with how it is restructured and we are starting to see the beginning of that and we are still very confident about the radio business. Lucas Binder - UBS: All right thank you very much.

Thank you. We will go next to Jessica Reif-Cohen of Merrill Lynch. Jessica Reif-Cohen - Merrill Lynch: Thank you. I have a two questions as well. First on the TV station could you discuss what the third quarter performance was and what you are seeing the fourth quarter and maybe as part of that when do you expect political advertising to start to come in? And the second question is that the guidance, it looks like revenue guidance is down, I mean given your new guidance... revenue guidance is in place fourth quarter revenue should be down at least 4%. I was just wondering where is that coming from and since operating performance is not impacted, where are you cutting cost? Leslie Moonves - President and Chief Executive Officer: I will talk about political Fred, and then I will turn the other one and half questions over to you. Political story is coming right now in Boston where we are actually seeing some... lot of activity towards the New Hampshire primaries, so we are very excited about that and we don't have any TV stations at Iowa so we couldn't take advantage of that. But we are starting to see and knowing that the primaries are going to be in February, January and February we see the beginning of the next year to be very strong and a certain amount of money. It's hard to say which will be in the fourth quarter. But we are very excited about what was bought in this past week. Fred. Fredric Reynolds - Executive Vice President and Chief Financial Officer: Yes, I think Jessica on the guidance where we did modify the revenue guidance is I think is just recognizing in the third quarter that revenues were down largely again because of the same station drop as radio. And so I think that was what we felt comfortable. Will we do better than that, could be if the political continues to come in. As roughly at this stage we are seeing it our of Boston and Florida is starting now. We have got those two primaries in the end of January with the Florida at January 29th and week before that is New Hampshire. But as you know versus last year we are rolling over London... this is the biggest amount, we have booked almost a $100 million in political in October in the first eight days and November last year at this time. So we are rolling over a big part of it. But as far as the margins, you know, UPN will no longer be a comparable item which I just said. But getting rid of those transit contracts, well they gave us a lot of revenue last year, gave us very little profit, and matter of fact virtually no profit in the fourth quarter. So its really no broad brush cost restructuring, just the margin that we have now on existing revenue is going to be stronger. Jessica Reif-Cohen - Merrill Lynch: Thank you.

Thank you. We'll go next to Victor Miller, Bear Stearns. Victor B. Miller - Bear Sterns: Good afternoon and thanks for taking the question. Obviously this year's currency for advertisers is my first three commercial ratings last year is my programming ratings. The first couple of weeks CBS saw double digit to first week down low single digit, the second week in this comparison of these two numbers, at what percent decline does it actually concern you and what percentage of the network dollars is actually done without ratings guarantees as part of the upfront process? Leslie Moonves - President and Chief Executive Officer: Number Victor is live versus C plus 3 its not live plus versus live plus 3. As what's normally after the TV season, the first couple of weeks you see people sampling along the new shows that were in competitive time periods for us and we've seen a slow growth every single week in our relative position because of people coming back to their returning shows. So, this is an entirely new measurement system. Though we're not seeing any demand from advertising and as I said earlier and advertisers would much rather have 9 million people watching their commercial than 10 million people watching a program. So its going to be a transition year, we are not at all concerned. We have some of our more shows that working, some of them haven't just like everybody else. But what's great is the stability of our schedule which people are now returning to and may I add the repeatability of our schedule which is far better than anybody else and we haven't entered into that yet which we will in early December in terms of that. In terms of how much we're selling scatter, it's probably about 30% right now of our network inventory I would say is going to scatter. Victor B. Miller - Bear Sterns: I am sorry, how much of your inventories is sold in that market place without rating guarantees or there is very little of that? Leslie Moonves - President and Chief Executive Officer: By the way I don't believe there's any scatter that sells with rating guarantee. There is... it's very little, I don't think there's any. I don't think there's any whatsoever. So all this is without any ratings guarantees so we are not concerned. Victor B. Miller - Bear Sterns: I am sorry the upfront process is not the scatter process. Fredric Reynolds - Executive Vice President and Chief Financial Officer: The upfront, Victor this is Fred, is sold with ratings guarantee, the question is what are we guaranteeing ratings as. I think we mentioned at the end of the second quarter we had a terrific increase in CPM's which has obviously that's is pricing. So, we... of our upfront performance, the lion share of it was CPM increases, we weren't promising big particularly in light of the change in the measurement system. We weren't promising, big jumps in ratings because it was uncharted territories. So most of it and you don't give back CPM's, as long as the... are there, we are fine. Victor B. Miller - Bear Sterns: Thank you.

Thank you. We'll go next to John Blackledge of JP Morgan. John Blackledge - J.P Morgan: Yes, thank you two questions. The first one is on Showtime, with the Paramount opportunity coming up at the end of '07 and the MGM Lionsgate deals coming up at the end of '08 there is roughly $300 million to $400 million to be reinvested or routine by Showtime. Assuming Showtime reops for the studios in some form and invest some of the funds in future films, do you expect any cost savings for the network that could fall right to the EBITDA line starting in the back half of '08 and then an outdoor, given that underlying of billboard growth was about 7% in the third quarter which seems to be a deceleration from the first half of '07, can you just talk about the billboard environment in the U.S. and can we expect decelerating growth in fourth quarter of 2008? Thank you. Leslie Moonves - President and Chief Executive Officer: John, I'll take the Showtime questions and I'll let Fred give the answer of question. The answer to the question in simple word is yes. We are going to be spending less on feature film. We do expect to make some to these deals but the amount of money that we spent this year will be not be as much next year and we will go down even further in '09. So the Showtime is definitely, we don't obviously break it out as part our television segment. But it's proving to be more and more profitable every single year and it's a very exciting story. Fred. Fredric Reynolds - Executive Vice President and Chief Financial Officer: Hey, John on the billboard business, the third quarter was a little bit slow at plus 7% but I think it's a little misleading because as you know billboards come in, they may slip over quarter ends. If you look at October and I cannot give outpace information but if you look at our October of U.S. billboard business it's up into the high teens. Now billboards is still quite sold in, I wouldn't want you to take that and say November-December are going to be the same way, but October which is concluded is some of its flipped over. So if you average it to 2 months or if you average that to 4 months of the quarter it will be up more where we were early part of the year. I know there is a concern out there about the mortgage mark and all that, its not a significant part. Well some of our competitors had a significant part of their revenue coming from mortgage or home building, ours was not material for the outdoor group. So I think it was more timing, we will see how November-December shape up. John Blackledge - J.P Morgan: Thank you.

We'll go to John Klim, Credit Suisse. John Klim - Creditt Suisse: Hi, good afternoon. Could you update us on your digital roll out at the outdoor segment here in the United States and then if you could talk a bit about what you are seeing in terms of economics on the digital boards if you could? Leslie Moonves - President and Chief Executive Officer: As I mentioned we will have almost 6000 boards by the end of this year. The economical digital boards obviously the margins are far superior to what they are in our static boards and as I mentioned we are getting all sorts of new advertisers in, Fred you can give the... Fredric Reynolds - Executive Vice President and Chief Financial Officer: Yes, Leslie. In the U.S. market we will break it down in a couple of ways. We have about 800 and some things displays of which about 50 or so are large day bridge kind of displays you add in to that like the Q3 in New York at 42nd. Then we have Mall Of America but the smaller format displays, so we will kind of be around 800 to 900 and at the end of the year we will be little bit north of that. What's amazing is the amount of revenue we are getting much more than we had planned on when we did the CapEx. We really thought if we got 3x that gave us a high teens kind of internal rate of return, they are doing better than that. And again the x that we are multiplying by is big as we are in the biggest market so it's not like a small market outdoor where you only may get $50 spot and they go up to 400. These are pretty expensive spots and they are going up three, four, five times that. So we love what we are seeing as far as the revenue side. I think the advertisers are loving it and we are actually reaching more advertises, that never used the medium before because of the digital. Leslie Moonves - President and Chief Executive Officer: And they do work better in this. The digital boards do work better in the big markets where we are very, very strong and the list of advertisers of people you never would have thought would consider doing outdoors, so it pretty exciting, movie companies, the Microsoft's in the world, we are getting a whole new advertiser base and its great.

Thank you we will go next to Michael Nathanson, Sanford Bernstein. Michael Nathanson - Sanford Bernstein: Hey thanks, I have two. One Fred, one for Les. The question I have for Fred, I don't think you answered Jessica's question about the same station ad growth this quarter for TV, was it skewed by region at all? Fredric Reynolds - Executive Vice President and Chief Financial Officer: Michael could you repeat, and I mean your first part got... Michael Nathanson - Sanford Bernstein: Okay, I didn't know if you answered Jessica's question about what was the same station ad growth this quarter for the TV stations? Fredric Reynolds - Executive Vice President and Chief Financial Officer: Well we don't typically break out TV stations same growth, same station growth, but I will tell you overall, third quarter '07 versus third quarter '06 we had a significant amount of political and we are not able to cover. So the stations were down versus last year's third quarter, because of the significant amount of political. Michael Nathanson - Sanford Bernstein: Okay, that's not on same station that's... Fredric Reynolds - Executive Vice President and Chief Financial Officer: Same station. Michael Nathanson - Sanford Bernstein: Okay, so same station is down lets say mid single-digits or something. And then for Les, you talked, helpful about the differences in this upfront versus lat upfront, I wonder if you can talk a bit about, how much inventory, for what percentage was sold in this year's upfront and higher prices versus the year before, was there change in what inventories are? Leslie Moonves - President and Chief Executive Officer: Without getting specific, there was probably by 10% more sold at this year' upfront because the CPM growth was so high, in high single-digit CPM growth, so we said okay, we will sell more of it and we did. Michael Nathanson - Sanford Bernstein: Okay, that could tie in scatter also for the rest of the year? Leslie Moonves - President and Chief Executive Officer: That's correct. Michael Nathanson - Sanford Bernstein: Thanks. Leslie Moonves - President and Chief Executive Officer: Thank you.

Thank you, we will go next to Anthony DiClemente of Lehman Brothers. Anthony DiClemente - Lehman Brothers: Hi, thanks for taking the question. I just have one question for Les and that is with your spot down about 6 bucks here since the summer, I think I can kind of sympathize with the dilemma in that, we know that content is king and you've invested in content, you have done that. You know that the Street wants return of capital in the form of either big accelerated share repurchase or in terms of dividend and you have done that. So as we head into '08, I am just curious Les, as to what your thought process is around allocation of capital, whether it be investing in content, acquisitions, or return of capital to shareholders, if you can share your thoughts? Thanks. Leslie Moonves - President and Chief Executive Officer: It is a very good question and you know what you meet with three analysts, one says pay higher dividend, one says buyback more stock, and the other says acquire something. I think there is a part of me that wants to do all three. Obviously, returning money to shareholders is a very important thing to us, but by the same token, we would love to invest in higher margin businesses and that's we are looking for. There I don't know what will available out there, but we are trying to do that and we have said before we are shedding some of the assets and getting at the higher margin businesses. That is what I would love to do. That will be my first priority, but it's got to be the investment and I think our investors should feel secure that we don't make dumb investments and we are very careful about what we do and failing that we return money to shareholders and we have done that in two different ways this year. So I think we have been successful in all three flanks of our strategy. Sumner Redstone - Executive Chairman: Operator we will have time for one more question.

Thank you sir. We will take our last question from Marci Ryvicker of Wachovia Securities. Marci Ryvicker - Wachovia Securities: Thanks. Just focusing back on outdoors, since digital outdoor is such a huge focus at CBS, but I was having out of home conference there was talk of you investing up to $1 billion in digital out of home, first of all is this accurate and secondly if so, over what time period would you look to spend this kind of money.? Leslie Moonves - President and Chief Executive Officer: $1 billion, that's a big number Marci. I don't know who you overheard saying that. We are... our strategy obviously is to build outdoor digitally, whenever it is advantageous to us, and you know what, we went in, we put ourselves in the water and guess what, our whole foot is now in the water and we are expanding it as we go along. I don't think we have put that number on anything. We are obviously going to invest it and we are going to continue to invest it. Fred. Fredric Reynolds - Executive Vice President and Chief Financial Officer: Marci this is Fred, let me just to add, one it's a great investment. It's sort of the high teens after tax internal rate of return. Two, I think you can expect to see a continuation of '07 into '08 and '09 and out of that. We are going put more of our capital spending into these high return displays. The other thing that is going to happen is the displays, the digital displays are coming, are dropping like a rock from the manufacturers. The price of them are dropping, so we will be able to get it at a more normalized, probably closer to a static board not today, not tomorrow, but certainly in the five to seven year timeframe. So... and we don't know, listen with time story which is now CBS Outernet, we don't know, we think that could explode, that could be the next biggest thing in outdoor, but all I would say to you, trust me between Sumner and Leslie and the team here, we are going to get a great internal rate of return on any capital we put into displays, digital displays, and we are excited about the Outernet, we think it is pretty cool. So I don't know where the $1 billion came from. It maybe here over the next 50 years, it maybe over the next 5 or 10 years, it depends on opportunities and the returns. Sumner Redstone - Executive Chairman: Thank you everyone and we will talk to you soon.

Thank you for your participation. That does conclude today's conference, you may disconnect at this time.