Good day everybody and welcome to the CBS Q1 2006 Earnings Conference call. Today’s call is being recorded. At this time for opening remarks and introductions I would like to turn the call over to Executive Vice President of Investor Relations, Mr. Marty Shea, please go ahead sir.

Good morning everyone and thank you for taking time to join us for our first quarter 2006 earnings call. Joining me for today’s discussion are Sumner Redstone, our Executive Chairman, Leslie Moonves, President and CEO and Fred Reynolds, our Executive VP and CFO. Sumner will have some opening remarks and then turn the call over to Les and Fred for strategic and financial issues. We will 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 securities filings. A summary of CBS Corporation’s first quarter results should have been sent to al of you. If you did not receive these results, please contact Punam Desai at 975-3557 and she will get it to you. A webcast of the call, the earning release and other information related to the presentation can be found on CBS Operations corporate website at the address cbscorporation.com. Now I’ll turn the call over to Sumner.

Thanks Marty. Good morning everyone; thank you for joining us. I couldn’t be happier with CBS’s performance since it became a stand alone company. As you see the results today, this is a company on the move. It’s clear that Les and his team are determined to grow, are demonstrating the ability to grow revenue, to grow profit and indeed to increase value per shareholders. The new CBS is completely focused on this strategy.—to maximize the strong prospects of our existing businesses while using world class content to fuel new media platforms. From its leading broadcast networks to its television production factories to its powerful TV and radio stations, CBS Corporation is leveraging its reach of popularity to capture new opportunities across the board. With a host of strategic moves already underway and our debut in 2006 with very solid first quarter results, we see excellent momentum moving toward the long term goals that we have set. The fact is we are off to a terrific start and I am truly excited about what the future holds for CBS and with that, I’ll pass it over to Les.

Thank you very much. Good morning everyone. It is a pleasure to be here to talk about a very good quarter. As you know, this is our first full quarter of results as the new CBS Corporation. I’m pleased to report that our fundamental growth pattern is working; we are absolutely achieving the results we expected from our core businesses. From revenues to operating income to earnings per share to free cash flow, we are well positioned for long-term stable growth. The headlines are as follows: Revenues were up 4% to $3.6 billion compared with the first quarter of 2005. Free cash flow was up a very strong 12% to $585 million, strong double digit free cash flow growth off of mid- single digit revenue growth is something we’re particularly pleased with. And on a pro forma basis, diluted earnings per share came in at $.30, up 11%. As you see from these results, our core business is producing the kind of performance we expect and demand. In a few minutes, Fred Reynolds, our CFO will discuss our results in greater detail. But first I want to walk you through each of our operating units and also briefly highlight how they are using the new media opportunities to make more money off of the things they are already doing. So first let’s start with our largest segment, television. We remain the number 1 most watched television network. The top network in advertising billings, according to broadcasting and cable; and our prime time lineup was number 1 for the fourth consecutive year. Plus, we’ve just announced large scale renewals and have successfully launched both of our mid-season hits – Old Christine and the Unit. With the breadth and depth of our hit dramas, comedies and reality shows, we have unparalleled strength…

Thank you Leslie and good morning. What I’d like to do this morning is briefly take you through the highlights of our first quarter 2006 performance. So let’s start with revenues. As Leslie mentions we’re up 4% to $3.6 billion over the first quarter of 2005, led by 5% growth at the Television segment and 5.4% growth at Outdoor. Our operating profit before depreciation and amortization or OIBDA was $634 million, up 1.1% over the first quarter of 2005. Now, included in our results for the first quarter 2006 was $8.5 million of stock option expense. On a pro forma basis, assuming that the separation had occurred as of January 1, 2005 and excluding the $8.5 million of stock option expense (OIBDA) in the first quarter 2006 would have increased by approximately 4% over the first quarter of 2005. On an as reported basis, operating income was $511 million, up 1%. Now again, on a pro forma basis, and excluding stock option expense, operating income would have increased by 4%. So let’s move down to P&O. You will note that other items net is down significantly by $42 million from the first quarter of 2005. In last year’s first quarter we recognized the significant net gain of $38 million pre-tax or about $.028 a share after tax primarily from the sale of our interest in Market Watch. Interest expense, was $144 million for the quarter and it’s down from $175 million in the first quarter a year ago. This drop in interest expense reflects our lower debt as a result of the $5.4 billion year end dividend we received at the time of separation. Also during the quarter we retired $52 million of our 7.7% coupon bonds which were due in 2010 which resulted in an early extinguishment loss of…

Thank you Mr. Reynolds. The question and answer session will be conducted electronically. If you would like to ask a question, you may do so by pressing the star key followed by the digit 1 on your telephone. Keep in mind that if you are using a speaker phone, to depress your mute function to allow your signal to reach our equipment. Again, that’s star 1 if you have a question or comment. We’ll pause for just a moment to assemble the queue. Our first question will come from Victor Miller with Bear Stearns.

Good morning, thanks for taking the call. What I’m struck by the significant decrease in debt since you’re on almost $429 million, as you look to predict net debt by the end of the year 06, could you update us on the Viacom special dividend, what you expect in the net proceeds of Parks, what kind of proceeds you like to do ultimately in radio? Could you be levered at under 1.25 times by year end? If that’s the case, how would you look at prioritizing share repurchase dividends and pension? And then last of course, with three weeks away, the up front, could you tell us what you expect from CBS and CW?

Well Victor, let me take the first part. Yes, as you know we’ve ended 05 in better shape from a debt standpoint and we added to that in the first quarter of 06. We have no desire to have our leverage fall below where it is now. So as Leslie alluded to and we are considering certainly as we monetize the Parks business, and no Victor, I’m not going to give you the value of what we think we’ll get our Park. I can tell you though, we have an extremely interested group of bidder, and numerous people have been through. We expect to again know in the next 6 weeks or 8 weeks we’ll have a good idea where we are on Parks, but everything we see is very encouraging. And it couldn’t be better than they’re off to just a terrific start. Attendance is up, per caps are up at the Parks, so everything is one the right wave there. You can kind of expect as Leslie said we’re going to look at raising dividend at some point this year. We’d like to wait to the second half, third quarter. And my guess is as Leslie said, our best investment is our own businesses, but you know our businesses don’t use a lot of capital, so we would probably look at one of the options that we all are focusing on, is shrinking some of the equity base, which would be a share buy back. We’re not committed to it yet; give us a little more time. Let’s get the Parks monetized, let’s get through the second quarter and I think we can certainly if we can stay on the track we’re on, I think we’ll all be pleased with the recommendations we’ll come up with.

Victor, on the question regarding the up front, in about 3 weeks when the up front comes, we’re very excited about it. I think network television has had an extraordinary year across the board. I think three out of four of the major networks have done exceedingly well. And, as you know we’ve renewed a great deal of our programming. We have very strong development. The bar is going to be set extremely high for CBS. Scatter is proving to be exceedingly good in second quarter and post Olympics we’re just sailing into the up front. We’re very bullish about it. Regarding CW, once again, the marketplace has now gone from 6 networks to 5. When you add the programming from the two networks together, once again we had an extremely solid schedule there. We’re reorganizing. Our team is in place. We’ve gotten the best of development from UPN and from the WB and once again the bar’s going to be very high there. We expect to have distribution in over 90% of the Country by the time the up front comes, which will be stronger than the distribution of either UPN or CW so we expect CPM’s to be up there as well and as I mentioned before, we expect the CW to be profitable from day 1, which not only helps us in owning half the network but also 11 of it’s TV stations for us to become much stronger. So, we’re looking forward with a great deal of excitement to be up front.

Thank you.

Our next question will come from Jessica Reif Cohen with Merrill Lynch

Hi, two questions. With the announcement that you made on radio, could you talk about the number of markets you ultimately expect to be in and how soon you would expect a sale to occur? And then, on the potential for acquisitions, you guys continually get mentioned as a potential bidder for Univision, so could you just elaborate on your current views on something like that?

In terms of radio, Jessica, as you know we are a big market company primarily. So, without giving specific numbers, we want to stay in the bigger markets and some of the smaller markets that are fast to grow we’re going to do that. We’re already exploring a number of radio stations at this point in time in the smaller non-rapidly growing markets. You know we’re already getting some interest. We were very pleased with what ABC radio was able to sell their stations for, so without quantifying a number, we’re being quite aggressive about it. Regarding Univision. Univision is a wonderful company. As you know there are major, major FCC obstacles for us. We’re very happy with the hand we’re playing now. We’re not looking for an acquisition of that size.

Thank you.

Our next question goes to Kathy Styponias, Prudential Securities.

Hi. Thank you. I have two questions as well. Les, first can you talk about how much you’re currently earning in revenues from new platforms and where you expect that to be over the next three to five year? And then the second question is for Fred. Fred your free cash flow growth in the quarter was very impressive, when you talked about free cash flow for the year for 2006, you’ve alluded to the fact that it should be lower for various reasons than 2005, but looking at what you’ve done with the tax rate, could you articulate, could you give us an update on that, whether or not that might prove to be conservative and to the extent that you can tell us how we should expect, whether we should expect more pre-funding on your pension costs. Thanks.

Kathy, regarding new media it’s sort of a tough question. As I mentioned, where this year alone the V Cast was rising and we’re going to make over $3 million. We took in north of $4 million in revenue from the NCAA basketball tournament on the webcast as well. The downloads -- we’re still gathering information on that. These experiments just began in January. They’re really brand new, but each month is growing in leaps and bounds. Our news site is up about 300%. Now, granted, the base is rather low, but as years go by we expect to shortly be in the 10’s of millions of dollars and that’s really as specific as I can get right now, but every month they’re growing and we are very excited about what’s happening out there. Fred

Les, I’d just add on the new media, Kathy is we have a pretty big base with something called Sportslink, it’s doing really well and growing very rapidly as it’s now integrated for the first time this year because we got it last year at one point in the year. So, that is growing very quickly in and of itself. Now whether you count that as new media? We sort of do, because it’s internet and it’s doing great. On your point on the free cash flow. We’re very pleased with the first quarter and as you can tell, the first quarter is always very strong for us. It was strong last year. We obviously did better this year because we had higher revenues, higher profits and a lower tax rate. As I was trying to say in my comments, I expected tax rates to be lower than what we had guided to before. I think we guided to a 42% tax revision and we feel pretty good at 41%, maybe a tick below that slightly, but I would count on 41%. So that would be a driver for increasing the free cash flow for the full year. On the pension pre funding, again, I think conservatively, we put that in free cash flow. I think that economically, it’s a discretionary decision. We’ll only do it if it gives us a great return. We believe it’s a 13% internal rate of return after tax to do that. Will we do more? Likely, unless there’s something else we can do that will give us a better return. But it won’t impact the effect that we’ll have on free cash flow to do things such as raise dividends or if we decided to buy back shares at the end of this year. You know, we want to return the capital in an efficient way. We know we have a one-time event with the Parks monetization. That is not in our free cash flows as you would guess. That’s just a one-time event. My guess is that we would want to return that to shareholders the most efficient way. Whether that’s raising the dividend higher one time or share buy back – we’re still sorting that out. I guess you’re hearing from Leslie, me and Sumner, we feel really good about the year started. First quarter, very important to get off to a strong start in cash flow. Really pleased with the way our DSO’s our Day Sales are going. We managed that as you know, Kathy, every single day. We look at the cash, we drive that number down, or get the cash in as fast as we can. So, yes, we were conservative on free cash flow. I don’t think we gave specific guidance on it, but for sure you can count on tax rate being lower than what we had first communicated.

Thank you.

Thank you. Doug Mitchelson with Deutsche Bank has our next question.

Thanks. Just one around pacings. It looks like CBS Network grew about 3% revenue in the first quarter. Is that right? Do you have a sense of what the impact from competing with the Olympics was during the quarter? And give us a sense of TV and radio station and TV network scatter pacings in 2Q and then, if I could just also ask, Les you talked a little bit about the up front – on the fourth quarter call you talked about a 4% up front growth being what your guys thought it might come out at. Has anything changed in your outlook there?

I’ll ask the last question first, and then I’ll turn it over to Fred. Nothing has really changed. You know in the fourth quarter we talked about it this was pre CW, which I think potentially tightens inventory and I think it makes it even more valuable. In addition, I think network television as a whole, I even made mention some of the other networks with American Idol, doing what it’s doing and Lost doing what it’s doing, and CSI continuing to be very strong. I think network television has probably never been stronger. So I see nothing to change that number that I said, maybe I’m being a little conservative.

Let me jump in on the television segment. It’s always a little confusing when you have a big syndicated show that hits in the quarter and the second cycle of Frasier, very profitable, good for us. Last year’s first quarter, we didn’t have as much revenue, but we sold a lot of product out of the library that has very, very, very high gross margins on it. Andy Griffith, G-d bless him, still produces a lot of money. The other is Beverly Hills 90210 774 whatever it was. And so those are very profitable. So it sort of hues good profits on Frasier, extremely gross profits on the others. We also had very good cost controls at the network. Again, we’re still riding the lack of the Raymond cost, the Jag cost and Judging Amy cost, so our costs at the network are actually down in programming. So we had a lot of different pieces. The stations as we said did well. Showtime did well. Across the board, the divisions within the television segment, everyone was up in the quarter, but again, we got a little bit skewed because when we have a big first run or I’m sorry, second cycle of Frasier.

Regarding the Olympics. We’re very pleased with the results. Because we sort of hung low during the Olympics and had mostly repeats on. As a result, post Olympics we’ve been running almost originals across the board through the end of the year. So, our product is very, very strong and we’re seeing the benefit of a lot of good scatter market and some of the networks don’t have quite as much as we do. So we’re very pleased.

And then just 2 Q scatter or 2 Q pacings if you can?

It’s hard to give that right now.

I would just say that like in the first quarter, right now we’re up. Our businesses are up, but it tends to build in the quarter. It did in the first quarter. We got much stronger after the Olympics. We see May and June looking a lot stronger than April, but April was still up. So we’re not going to get into specific pacings by group, but I see intensity building and of course now we’re starting to see as Leslie said in his opening remarks, the political starting to kick came much in May and June.

Yes, the later you get, the more politicals coming in, we’re seeing that snowball starting to come down the hill and there’s a lot of moneys beginning to come in for May and June.

Thank you very much.

We’ll go next to John Blackledge with JP Morgan.

Hi. Thanks for taking my question. With the current growth prospects and evaluation for pure play outdoor companies, just wondered if you’d consider selling the Outdoor business or spinning some of it off to investors as a way to tap into the inherent value that CBS may not be getting credit for at the current moment? Thanks.

We believe we are going to get credit for it. We love the outdoor business. You can see these results are sensational. There is no intent whatsoever to sell off Outdoor. We love it. We love the business. We’re going to get paid appropriately for our stock, we know we are.

Thank you.

Thank you. We’ll go next to Michael Nathanson, Sanford Bernstein

I have three, the first two will be for Fred, the third will be for Les. Fred, on CBS I guess the question was in the quarter, what was revenue growth for the network in the quarter because as someone suggested it was 3%, I just wanted to confirm that?

I missed the last part of your comment, sorry.

The question was, what was the revenue growth for CBS network in the quarter?

It was up 1%

Okay. Secondly, last time we talked there was a guidance without options expense. I wondered, as the Board met and gave a better idea of what we can expect from options expense in the quarter?

Michael, for the year, the Board has not met to grant the 2006 equity compensation yet. We do have a Board meeting in May. I believe Leslie you can confirm that. I think that’s when they’ll meet. But at this point we don’t have any more information than we did at the start of the year which is they have not been granted yet.

Okay. And for Les, the Opie & Anthony move was a very bold move to try to get back some audience. Given that you’re suing Howard Stern for promoting Sirius on the air, are you concerned at all that this could benefit satellite radio by having people tune in to Opie & Anthony and then move on to satellite?

No, we’re really not. They’re terrific talent. We were very happy to be able to make the deal with XM. We think it benefits us. It can benefit down, we don’t think it hurts us on iota and our ratings are going to go up considerably. So, I’m not at all concerned.

Do you have protection that they’re not going to promote anything that you have in the contract?

No. As a matter of fact, they’re allowed to mention XM on the air. We look forward to dealing with XM and they were XM property. So, you know we are fine with that.

Okay. Thanks.

Our next question is from Andy Baker with Cathay Financial.

Thanks a lot. A couple of questions. One on Radio, one on Outdoor. Can you talk about the improvement in Outdoor coming from trends? Was that correct that it was already started? I thought they were going to be sort of later in the second half of 06 and if so, how much of this improvement did come from that versus how much is just fundamental improvement? And secondly on Radio, do you have any sense of in the Howard Stern market, how those markets performed. In other words, how much of your loss in this market was Howard Stern related and how much was just organic market decline?

This is Fred. If I can ask you to clarify your first part, you said something about Outdoor? Was it about the Transit contract?

Yes. Are you already getting out of those transit contracts. I thought that was a second half of the year event.

Most of them, the bad contracts are gone. There are only one or two left. We will be out of those. But the bigger ones are gone.

The margin we’re looking at now for this quarter is sort of a stand alone margin going forward we should be looking at?

Actually Andy, it should get better. Because again, while getting out of the unprofitable contracts was good, the biggest driver and I was trying to allude to that is the strength of the billboard business. It’s our highest margin segment within Outdoor and it’s growing double digit. The revenue growth is terrific and almost all flows through because our costs are very, very fixed. The Transit contracts are great, billboard growth was a more powerful driver and will continue, but to Leslie’s point those all were down to one bad contract, not bad, just not what we’d like it to be. The rest are gone.

And regarding radio. Obviously we we’ve said this before, Howard was a loss, but it was very funny we were looking at who could make up for that loss. Once again we kept coming back to the guys that can do it are Opie & Anthony. This is something we’ve been working on for awhile. The fact that we were able to get them, we think that is the best solution to this problem and when you look at I mentioned, their ratings when they were on the air with us in 2002, in the afternoon (which is a far worse period of time), putting them on in the morning, without Howard there, you know we think we’re going to see marked improvement. We’re very excited about it.

Great. Thanks a lot. And one last question. You had mentioned earlier given the radio multiple hits in the market right now, it seems it might be attractive to someone of your slower going stations; can you quantify what multiples you’ve seen in the market?

I think the ABC, were close to14, the ABC station sale just a few months ago were about 14 times, so that’s pretty attractive.

Thanks a lot.

Thank you. Lehman Brothers with Anthony DeClemente has our next question.

Good morning. Thanks for taking my question. A couple for Fred. First off, on the Frasier syndication sales, can you give us the dollar amount of that? And then, did you receive the cash for that in the 1Q or just book it on the P&L? Secondly, can you give us I think Victor had asked this question earlier, an update on the adjustment on the special dividend that was mentioned in the K the $460 million, Fred can you just let us know what’s the timing and resolution of that and your expectation of at least what portion of that can come through, and finally, Do you expect free cash flow to grow in the 2Q. Thanks.

Anthony, on the Frasier sale, I don’t think I will. We sold it to Lifetime and I’m not sure whether we have any confidentially agreement. We got a very good value per episode of Frasier and no we didn’t monetize it yet through our securitization program. So it did grow our receivables both current and non current receivables which again, is one more reason why I’m really pleased with our receivables. Our trade receivables actually went down so it didn’t cause much of a blip. So we didn’t monetize that. We will get that cash in over the next window which I think is 36 months. On the special dividends, I really don’t have much of an update from where we last were. I think as of Friday of this week or maybe Monday, I just don’t recall, is the date that we will get the response back from new Viacom and again, we believe nothing has come to light in our review of the submission that we made that would change our point of view. So I have nothing new. Again, hopefully in the next couple of weeks we will be able to understand more if there are any issues and I don’t know if there will be any issues. So on that, I guess it’s going to be a second quarter to maybe early third quarter before the mechanics of it get resolved. We are owed a response. I believe it’s on Friday of this week to what we submitted. On free cash flow growing in the second quarter, I’ll give you my standard response – we don’t forecast free cash flow by quarter.

I knew that was coming.

I know you appreciate it. You like the consistency.

Thank you. We’ll go next to Alan Gould with Blythe Schroeder.

Thank you. Most of my questions have been answered but are there any more major syndication availabilities coming up this year?

We’re discussing Numbers becomes available, Medium becomes available and you know there’s a lot of activity going on. There are new cycles of Raymond that we will be sharing in and we’re sharing in King of Queens, which is out there right now; so there are a number of shows. What we are clearly doing now that we’re in control of the majority, this amount of product is to eliminate the rollercoaster effect from syndication sales. So, we’re going to be very strong.

I’d just add Leslie, we have Star Trek Voyager, second cycle and we will have the first cable cycle for CSI Miami, so those will happen probably fourth quarter, maybe we’ll pull them into third, but I don’t think it will happen in the second. So, those will be the big ones in addition to going to library products too, but it will be second cycle of Star Trek Voyager and first run on cable for Miami – CSI Miami.

Thank you.

A last question, please.

That will come from Tuma Ahmaby with Standard & Poors Equity Group

Thank you very much for taking the question. I’ve got a couple. The first one is, on the CW, my understanding is that right now you have approximately mid 80’s percentage of reach with affiliate signage and

We’re at 85 right now and before the up front which will be in about 3 weeks, I expect to be in the low 90’s.

Now, Les, of that percentage how many are currently signed up to pay reverse compensation as you would call them programming fees? And that’s question number 1. And question number 2 is what kind of new media rights are you signing up with these agreements? Do these agreements can come past the rights to new media with the affiliates, and another question is to clarify that the 10’s of millions of dollars from the upside potential for new media rights, does that include radio, radio you know the things that you’re doing, pod casting, on-line stream and so on? And finally, on the up front, if you could comment on your possible change in strategy this year given ABC’s lead off last year. It seemed like kind of capped the CPM group there. Are you going to be more aggressive this year and how do you see the new DVR ratings from Neilsen factoring into your negotiations?

Tuma, you just asked 17 questions. If you have to ask 17 questions, I’ll try to do them briefly. The CW there are stations that are paying reverse comp. I’m not allowed nor will I get into which ones specifically, but there is reverse comp being paid to the network. New media rights, yes they are being encompassed in all of our new deals and with our affiliates that they are part of it. It’s an on-going conversation with our affiliates both on the CBS side and the CW side. We are very satisfied with how that’s going. And everybody is going to share and everybody is gong to be happy. The 10’s of millions of dollars is just a number I threw out there. And no, it didn’t include anything for radio or their pod casting numbers which are unquantifiable at this time. And the up front strategy, our strategy has always been the same. If you say more aggressive, those of you who know me, think it’s impossible for me to be more aggressive. You know we’re expecting a very good up front as is ABC as is Fox as is the CW. I think it’s going to be a very strong year. ABC has had a lot of hits. We are strong throughout the week. Every night we have hits. The advertising community is very pleased with our performance. They’re buying scatter, they’re going to buy at the up front. So I think that covered your 17 questions in 17 seconds.

Thank you very much

Thank you and everyone, thank you. Deborah and I will be around for more questions. Again, thank you very much.

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