Good day, everyone and welcome to the CBS Corporation’s fourth quarter 2009 earnings 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. Adam Townsend. Please go ahead, sir.

Thank you, Ricci (ph). Good afternoon, everyone and welcome to our fourth quarter and full-year 2009 earnings call. Joining me for today's discussion are Sumner Redstone, our Executive Chairman; Leslie Moonves, President and CEO; and Joe Ianniello, Executive Vice President and CFO. Sumner will have opening remarks and we'll then turn the call over to Les and Joe who will discuss the strategic and financial results. We will then open the call up to questions. Let me note that statements on this conference call relating to matters which are not historical facts are 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 webcast of this call and the earnings release related to today's presentation can be found on the Investor Relations section of our website at cbscorporation.com. Reconciliations for non-GAAP financial information related to this call can be found in our earnings release, our full-year Form 10-K or on our website. With that, it’s now my pleasure to turn the call over to Sumner.

Thank you, Adam. Good afternoon, everyone. I thank you for being with us today. I am certain that all of you know how delighted I am to be speaking to you today in the light of the fabulous results shown by CBS, and the terrific performance of Les and his team. In the past year, CBS reduced expenses, improved its financial position, and ensured that all the right people and processes were in place, so that CBS would significantly outperform as the market turned and the market is turning. With disciplined management and a solid long-term strategy for growth, there is no economic storm that a company like CBS cannot weather. With all of this, one thing is for sure content is king and will also be king. And no one has better content out there than CBS and one other company whose name I cannot mention today. Our content focus continues to pay off throughout the company. CBS, the perennial number one network has more new and returning hit shows than any other network. Showtime continues its creative and financial role. We are growing our presence in all the most important areas of the digital world. On the logo front, our focus on the largest TV and Radio markets means we are in the right place as these businesses are rapidly improve and they are improving. Through hard work, through determination, Les and his team have put CBS in a position to reap the benefits of the improving economic environment, which we are witnessing today. It is Les and his team, have done it every possible thing this past year to ensure that CBS is on the path to succeed. But let there be no misunderstanding, our fourth quarter results are not only the sign of the momentum we have gained across all our companies, but remember this, they are a preview of great things to come well into the future.

Thank you, Sumner, and good afternoon, everybody. Thank you for joining us today. We are pleased to be giving you a look at a very good quarter. We have managed our way through a difficult economic environment and emerged even stronger. And we are now being helped by a marketplace that is steadily improvement. This is a message that you have heard from our peers in recent weeks and we are clearly a prime beneficiary of the recovering economy. The pacing games we saw throughout the fourth quarter of gathering even more momentum in 2010. Today I am going to briefly review our fourth quarters and operational highlights and discuss what we are seeing in 2010. And then I will turn it over to our CFO Joe Ianniello to offer some more details on our financials and balance sheet. And then we will happily take your questions. As we promised, each quarter in 2009 came in better than the one before. The second was better than the first, the third was better than the second culminating in the fourth quarter where we had our best revenue performance of the year. Our revenues of $3.5 billion were virtually even with the same quarter last year. And our second half revenues were up 11% over the first half, once again speaking to our own momentum. Also on the adjusted basis, our OIBDA, operating income and EPS were all up double digits. The revenue picture continues to brighten for us largely due to the strength of our industry-leading content and the improvements in our local businesses. On the content side, CBS is the most watched network on television. And we are selling our hit shows into syndication earlier at better rates and to a broader global audience than ever. Our premium cable network…

Thanks Les. Today, I would like to focus my comments on four areas, first review our fourth quarter results for the company; second, highlight some segment information; third, discuss our liquidity position; and lastly, outline what we see in 2010. Starting with our results, as Les noted, revenues for the quarter were $3.5 billion, down eight-tenths of 1% from a year-ago when we benefitted from strong political advertising. This was our highest revenue quarter of the year building on last quarter where we had five shows going into syndication. Adjusted OIBDA for the quarter came in at $569 million, up 11% from the prior year. OIBDA is being adjusted for only impairment charges, both this year and last. During the fourth quarter of this year, we took a $178 million non-cash charge to reduce the value of FCC licenses in seven Radio markets. And in Q4 of last year, we recorded a $64 million related to the sale of some Radio Stations. We continue to benefit from strong cost savings initiatives across the company. We now have exceeded $250 million of annualized savings and we see more to come which I will discuss in a bit. We also benefitted from lower restructuring charges. However, this benefit was offset by the lack of political advertising. Adjusted EPS came in at $0.25 for the quarter, up 19%. We are only adjusting for the impairment charges that I just discussed and some discreet tax benefits from settling some income tax audits. You can see full reconciliations of these adjustments in our press release. Turning to our segments, this is the first quarter that you see our results in the new segment presentation. In mid-January, we filed historical results in our new format via an 8-K. We also posted historical tables on our Investor…

Today’s question-and-answer session will be conducted electronically. (Operator Instructions). We will go first to Ben Swinburne with Morgan Stanley. Ben Swinburne – Morgan Stanley: Thanks and good afternoon. It’s Ben Swinburne.

Hi Ben. Ben Swinburne – Morgan Stanley: Hi. Two questions if I could. Les, first on the NBC activities you highlighted on your prepared remarks. The station numbers were really strong both in the fourth quarter and always pacing well. I am sure some of that has to do with how much NBC has been hit at 10 o’clock and to lead-in, so how did the change impact your thought process in terms of investing going forward? And then along those lines, NBC I guess is going to have to program an entire 10 o’clock lineup, what does that opportunity look like for you on the CBS TV Studio front, do you think that’s an opportunity to sell shows into NBC? And then I have one follow-up for Joe.

In terms of – obviously we win every night, every 10 o’clock show we are number one. The fact that NBC is – could to be going into drama or some new shows doesn’t really scare us very much. We are still the strongest at 10. And when you look at CSI: Miami, The Good Wife, CSI: New York, The Mentalist, on those first four nights, I think we are going to be number a year from now and our stations are going to still benefit from that lead-in per se. We will not be producing any shows for NBC. We are concentrating most of our production for either CBS or the CW. And once again, being as this year, we have done in CIS: LA and The Good Wife and they are a 100% wholly-owned bodes well for us syndicating them in the first place. So we are fairly confident we will remain strong at 10 o’clock, and our stations which are getting a much bigger piece of the market share will continue that way. Ben Swinburne – Morgan Stanley: Thanks. And then Joe just going back to your comments on cash flow, which was helpful – which were helpful. Any comment on cash taxes? And then operating expenses at the – on your local businesses, you mentioned the restructuring I don’t know if that’s at the local businesses. But if you could help us think about how you see OpEx trending at the local assets that would be helpful as we think about operating leverage on the business?

Sure, sure. Thanks Ben. On the OpEx – on the restructuring, the $250 million I gave you was really across the company. Obviously realigning the segments, putting TV and Radio together, there will be some efficiency, so they will be part of that $50 million. So again I think you can expect certainly a multiple of that in terms of savings. And the $250 million is obviously a run rate, so we have not really laughed that yet, but again we are getting there. So I think again you are seeing a significant margin improvement. In terms of cash – the cash taxes, obviously we are going to continue to manage that down. I mean you can look at – we have spent $55 million in cash taxes in 2009, so earnings growing we expect obviously to pay more than that, but I think we have a very low conversion rate and good tax planning strategies to keep that rate under control. Ben Swinburne – Morgan Stanley: Thank you.

And our next question will go to Anthony DiClemente with Barclays Capital. Anthony DiClemente – Barclays Capital: Hi, thanks guys. I have a couple. First for Joe. Just trying to figure out the year-over-year delta in terms of TV licensing fees in syndication; I think last quarter there were up by 36% or is an incremental $240 million. What was the – what was the hole that you had to fill in the fourth quarter on that metric?

You are talking on the quarter Anthony or – Anthony DiClemente – Barclays Capital: Yes, 4Q, 4Q.

I mean we break down the revenues by type. If you see it – if you see it in the release, I mean it’s content – Anthony DiClemente – Barclays Capital: I saw it within Entertainment, right? So it’s within Entertainment is the key reason.

No, no, no, no. In the release on page four, we break down its content license fees. It’s down 8% in the quarter, but within content license fees is Publishing and that was the biggest driver of the decrease. Anthony DiClemente – Barclays Capital: Okay. So just thinking – just thinking towards 2010, you don’t have the five shows as you mentioned in your prepared comments. What is the headwind in terms of the year-over-year? What do you expect that headwind to be in terms of what your TV syndication was in ’09 versus what it should be in 2010?

We are not going to break down the revenue for those five shows. Clearly, obviously things that go into second cycle certainly will help, but clearly I mean it is going to be a difficult comp for that business, because of the five shows that hit. So that’s purely just an accounting metric of when you recognize the revenue for us that cash flow comes in consistently over the year. And as Les just said, NCIS: Los Angeles has sold. So as once we hit product the magic number of episodes, that will hit as well. So we will have difficult comps in 2010 for that for TV license fees. Anthony DiClemente – Barclays Capital: Okay. And then on – just following up Ben’s questions on free cash flow, I just wonder what – Joe as you think about free cash flow, as we – we think about use of proceeds, can you remind us what your plan is for the prepayment of the pension? And then if that’s decreasing in 2010 versus 2009, what can you tell us about what you are thinking on use of proceed with that free cash flow?

Sure. I think there is very little – falls on free cash flow. Obviously we have the dividends and you can look at our cash flow statement and you can see that. But clearly again, there is no required pension – qualified pension contribution in 2010. So what we do is we look at that opportunistically to fund it just to make sure we are getting the maximum tax benefit when we make that payment. So we will continue to monitor that, but again that will be an opportunistic funding as we are committed to deleveraging. Anthony DiClemente – Barclays Capital: Okay. And then I just have one quick one for Les, please if I may. Les, you have – you know you have March Madness coming up here. I think you have a summer deadline on the contract, because the NCAA cannot get out of the contract, they have talked about expanding the tournament to 96 teams, which I think is insane. But I am wondering about what are the drivers and how are you thinking about re-upping your contract with the NCAA on March Madness?

We have this year and then the NCAA has an option to pickup the three remaining years in the contract. We are talking to them about all sorts of different ways of redoing the contract. As an analyst you are not allowed to editorialize on the tournament, that’s not in your purview. No, I am only – Anthony DiClemente – Barclays Capital: Okay.

(inaudible). So we are obviously in a constant discussion about them about what that would look like, but clearly nothing has been decided, and we are always talking to the NCAA, we met with them a few days ago, and that’s an ongoing dialog. Anthony DiClemente – Barclays Capital: Okay. Thanks.

Thanks Anthony. We will move take the next question please.

Our next question comes from Laura Martin with Needham. Laura Martin – Needham: Good afternoon. Just a couple things; on one sizing the political opportunity in 2010, we were showing that in the last mid-term election, your stations set about a $160 million, and that’s what you were using until the Supreme Court decision, do you have any granularity around what the last Presidential cycle was, because it feels like that’s going to be the better comp given the new rules at the Supreme Court?

The last split of the Presidential cycle was somewhat down from that that from the off cycle. So we are – there are a lot of things that we feel are giving us wind at our back regarding that. Number one, as you have seen, there are a lot more political contest than one would have expected even three of four months ago, also because of what happened to Massachusetts. There are a lot more races that we think are going to be rather hotly contested and that there is going to be a lot of money behind them. Then when you add to that the Supreme Court ruling would some say could bring in another $500 million to the political marketplace. And once again we don’t know what that is. But generally speaking, we have gotten approximately 10% of what is out there. So to – it’s difficult to project, but to put us around the $200 million mark wouldn’t be that far out I don’t believe. Laura Martin – Needham: Okay, perfect. And then on retrans; I know we are using an estimate for your retrans fees are about $0.50, but it sounds to us like FOX got more from Time Warner Cable. Can you just remind me, because it feels like you are right at the momentum on these retrans fees is going up with every sequential negotiation? Can you remind us what your terms on your biggest rollovers like Time Warner Cable and CVC and Dish, when do those come up for re-negotiation up for you guys?

Well, we are not allowed to really talk about terms. Time Warner we just did. We did it about a year before FOX did. To tell you the truth, the rates are not that far away from what Fox’s rates are, so we are very pleased with that. Dish was also done within the last year. Some of the – we have most of the big ones done. Comcast is up in a couple years, so a lot of the big ones are up. And as Joe said, in 2012, we are looking at being in at least of the $250 million number.

And Laura I would just add; I mean the strategy into the negotiations as we go in, we are going to keep it short term, if we don’t like the rates we are getting, because we are going to have another bite at that apple. But clearly the strategy is if we get our rates, we will do it slightly longer, but if we don’t it’s going to be short term and we will be coming back for more. Laura Martin – Needham: Great, very helpful. Thank you so much.

Thank you.

Thanks Laura. We will take our next question, please.

Our next question will go to Doug Mitchelson with Deutsche Bank. Doug Mitchelson – Deutsche Bank: Thanks so much. Couple of questions; Les, it feels like we just finished the last upfront, but the reality is we are three months away from the next one, right? So I have never seen scatter pricing up this much not lead to very, very strong pricing in the upfront. I mean any preliminary conversations with the advertisers regarding the –

There are constant conservations. Obviously with – and you are right, I don’t think I have ever seen scatter this strong at these numbers. And frankly the – that it is a terrific marketplace where our sales guys are begging us to give back promo time for ad sales. So as you head into the upfront, clearly all the advertisers that are playing, paying plus 30 for what we offer to them last June are going to be coming in. But we are not just looking at low-single digit increases at the upfront, because our numbers are going to expect more. We believe in our product, we believe in the strength of our network, in our programming. And we said last year, a year-ago at this time Doug, and it wasn’t that long ago, we are not going to sell that much if we are not getting the numbers that we wanted, and that’s why we held back and only sold 64%, and we are benefiting greatly from that. Once again heading into May and June, if we don’t get the pricing we want, we will very happy to play this hand that we played this year. Doug Mitchelson – Deutsche Bank: And the secondary is just online distribution of your TV shows, I don’t want to belabor it because we have talked a lot about over the last year, year or two, but there is a story out there that Apple wants to try to get prices down $0.99 per episode on the sales side and we are all still wondering if this is a right ad load on the free streaming shows. I mean any thoughts on your comfort level with the business models that are out there online?

Yes, I mean the interesting thing about online ads and once again the reason we are happy we are controlling our own content is the advertising thing it’s sort of a trial in process. And we are experimenting with different ad loads and as you know authentication TV everywhere would involve the same load that is on the network with similar pricing. So in all these, once again, they are all short-term deals and it is a moving target. There are a certain shows that will be sold on Apple for $0.99, I don’t know yet which will be – and we will talk to them about it. But look the great news for us is are we are up in every single demographic category, at the same time we are increasing our revenue from online and other sources. So it all looks good for the future. Doug Mitchelson – Deutsche Bank: If TV authentication takes off, would you see either ending the free streaming of TV shows online, because there is people who pay for cable can get it through authentication anyways or do you see taking up the ad loads on the free streaming to match the authentication levels, so there is not a –

Authentication would involve the exact same ads that are on the television or over the air, and as well as it’s counted by Nielson as a full-time viewer, so it’s sort of changes the model quite a bit where if you get authentication, you have to be a subscriber to an MSO or a satellite or a phone company. Doug Mitchelson – Deutsche Bank: You think you will take the free streaming ad load up to your authentication level then to balance that out, so you could be watching –

Once authentication is in place, yes. Doug Mitchelson – Deutsche Bank: Okay, great, thanks.

Thanks Doug. We will go to our next question.

Our next question comes from Michael Morris with UBS. Michael Morris – UBS: Hi, thank you, good afternoon. A couple of questions on advertising and Outdoor, it’s been a bit of a unique space and it’s kind of lagged some of the improvement that we have seen on the television side. Can you talk a little bit about the dynamic that you are seeing there, it had some unique pricing I think because of the competitive environment? What it’s going to take you think to kind of turn around the top line there and what are you seeing in terms of how your competitors are behaving? And then also on the cost side in Outdoor, a couple of contracts especially I am thinking of the London Underground in particular, you seem to be weighing on the potential to turn profit there. What opportunity do you have for some relief on the contract side, be it those international contracts or anything domestic in the coming year? Thanks.

Mike, I will deal with part two and then I will flip to Joe on part one. Obviously we are looking at some of these contracts and some of them – some of the bad ones have come to the end, and we have renegotiated a number of contracts. In some we have just played and gotten out of where there are a large guarantees. When you deal with something like the London Underground, obviously it’s always a work-in-progress when you are dealing with a lengthy contract, and we are in constant discussion with them about revenue share, about more boards, et cetera, and it’s very fluent. So good news about London is there is Olympics coming up, so we expect that the rates to improve significantly there and changes. But once again overall you hit the nail on the head. Outdoor was the last one to get hit by the cold of economy and it’s the last one to come back. But Joe you want to talk about –

Yes, I think that’s exactly right Mike. We saw there is a pecking order, so as Radio and TV Stations cut rates, I think – and advertisers said, well if I had the choice to choose, I am going to put it on TV or Radio. So now as the demand is coming back and you are seeing pricing increases at the national level, at the local level broadcasting, I think now it’s becoming back to that price disparity, where advertisers are now starting to look back at Outdoor as an efficient means of advertising. So it seems like it’s feeling the same – following the same exact trends that Radio followed.

And once again, we have point out. Occupancy has remained the same, still about 70%, so it’s all about pricing. And as you see with some of our competitors and us as well, pricing has now starting to rise again. So there is good secular trend there that it’s going to be coming back like the other businesses? Michael Morris – UBS: Great, thanks guys.

Thank you.

Thank you, Mike. We will go to the next question.

The next question comes from Richard Greenfield with Pali Capital. Richard Greenfield – Pali Capital: Few questions; one on CBS Films, can you comment on whether the write-off or I assume we took a write-off on a disappointing performance with the first film. Was that a Q4 event or is that actually going to show up on a go-forward basis in Q1? And then on Showtime, you – I think Joe you kind of talked to the fact that there was some unusual benefit from the cost side in the quarter. Just wondering how much of that type of reduced costs from having fewer films from either three studios that went to Epics, how much of that benefit you are going to see in the early part of 2010 and when we should expect that to kind of normalize on a quarterly basis? Thanks.

Sure, Rich. On CBS Films, obviously we don’t break down profitability by film. I think obviously P&A gets expensed as incurred and we do ultimate for each of our category. So stay tuned for more on that. But on Showtime, yes it was the mix, it was a lot of the original programming as we were amortizing their cost, which is based on again quarter-over-quarter what originals released in the quarter, so that’s why again you see a big pop. Obviously again that’s not normalized like I said in my comments. So I think you got to look at it over an annual basis to get a more representative picture of the earnings power of the segment.

And Rich, once again we have stated before that more of our money is going to go into original programming which it has. We now have more series on the air than ever before, and we have made other film deals that are not as costly as some of the ones we have had in the past, but filling out whatever we –

Yes, and you can look at the year-over-year margins, I think this is a good indication of this earnings leverage. Richard Greenfield – Pali Capital: But Q1 2010 will be the first time that you will have no movies at all flowing in from any of the three former studio partners, correct?

Correct. But we do have – again it’s – we are expensing lots of content and product –

And of the studio is also is no longer in business. Richard Greenfield – Pali Capital: Fair point.

Thanks Rich. Let’s go the next question, please.

Next we will go to Michael Nathanson from Bernstein Research Michael Nathanson – Bernstein Research: Thank you. I have two of them for you. One question would be on pacings, we know local is very strong, but how much of the TV and Radio pacings came from Super Bowl, because I did hear Westwood One had a big game, too. So give us a sense of first quarter how much was helped by Super Bowl?

Yes, I think again ex-Super Bowl, that’s why I tried to give you total stations in the CBS. I mean ex-Super Bowl, it’s still high teens at the stations. So we tried to give the – CBS stations are obviously pacing at a higher rates because of the Super Bowl, but even the non-CBS stations again are up high teens. Michael Nathanson – Bernstein Research: Okay. And then Radio was any of that from Super Bowl in terms of the strengthening there –

No, no, no there is no benefit. We didn’t have the Super Bowl. Michael Nathanson – Bernstein Research: Okay. Well, okay.

Yes (inaudible). Michael Nathanson – Bernstein Research: Yes, then on the second point let me ask you Joe, in the past you have talked about target leverage ratios –

Can you say that one more time Michael? Michael Nathanson – Bernstein Research: You talked about the target ratio for debt for you guys in terms of leverage ratio you want. I wonder now given the strength of the debt markets, have you rethought where you think leverage ratio should be for CBS and or you going to tap the near-term markets at all for to maybe refinance some of the stuff you got to payoff from you cash flow?

I think like we said earlier, I mean we are obviously in a much stronger financial position, so it’s going to be opportunistic. I think the ratios are coming down, earnings is grow and the debt is coming down. So the leverage ratios have come down considerably. So again if the market present itself we will evaluate it, and if it makes sense, we will jump through. It’s not – again the cash is there on hand as you see it. And we have plenty of it. Michael Nathanson – Bernstein Research: But you – do you have – what’s your target ideal ratio.

Yes, I don’t want to – it’s not a target number, Michael, only because again it really depends on the underlying trend. So to say, I am stuck within a number, I think we have said we are committed to investment grade, obviously weighing agencies have targets for us and so we do work with that. But I don’t think again we have ever said a target number – a fixed target number, because again I do think it moves.

Thanks Michael. Michael Nathanson – Bernstein Research: Thanks.

We will take the next question please.

We will go next to Michael Mills with JPMorgan. Michael Mills – JPMorgan: You know what, I am good. I got to get faster with Star One. Have a good night.

All right, Michael. No problem. And why don’t we take one more question please then.

Okay, that will come from Marci Ryvicker with Wells Fargo Securities. Marci Ryvicker – Wells Fargo Securities: Thanks. I have two quick ones. Les, you said that some of the retrans is going to the network. So are you already getting payments from the affiliates?

Yes.

Just (inaudible) Marci, our affiliates that’s a reverse compensation and stuff. The retrans – we are talking about two different things. Just so we are clear, retrans is from our owned and operated station, a separate revenue stream, you can call it whatever you want to call it, retrans, reverse compensation, fee, license fees, is that the separate fee that will be paid to the network, that obviously will have nothing to do with our owned and operating stations.

But – and to answer your question Marci, yes we are getting reverse comp from certain stations in the certain months of our affiliates and we will continue. Marci Ryvicker – Wells Fargo Securities: And then one last question; Joe, can you remind us what you have coming due on the balance sheet over the next few years?

We are $415 million due in July 2010, which again obviously we have the – well more than a cash on hand for that. In many of 2011, we have $950 million due and in August of 12, $840 million. Marci Ryvicker – Wells Fargo Securities: Thank you very much.

Great. Thanks Marci. And this concludes today’s call. Thank you everyone for joining us this evening and have a great night.

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