Bond Paramount Worldwide 5.9% ( US124857AF05 ) in USD

Paramount Worldwide

89.711 % ▲

United States

US124857AF05 ( in USD )

5.9% per year ( payment 2 times a year)

15/10/2040

Prospectus brochure of the bond Paramount Global US124857AF05 en USD 5.9%, maturity 15/10/2040

1 000 USD

300 000 000 USD

124857AF0

BB+ ( Non-investment grade speculative )

Baa3 ( Lower medium grade - Investment-grade )

15/04/2026 ( In 65 days )

Paramount Global is a mass media company that owns a portfolio of prominent entertainment brands, including Paramount Pictures, CBS, MTV, Nickelodeon, and Showtime, encompassing film production, television broadcasting, streaming services, and digital media.

The Bond issued by Paramount Worldwide ( United States ) , in USD, with the ISIN code US124857AF05, pays a coupon of 5.9% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/10/2040

The Bond issued by Paramount Worldwide ( United States ) , in USD, with the ISIN code US124857AF05, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Paramount Worldwide ( United States ) , in USD, with the ISIN code US124857AF05, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
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424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-154962
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)(2)
4.30% Senior Notes due 2014

$300,000,000
$21,390
5.90% Senior Notes due 2040

$300,000,000
$21,390
Guarantees of 4.30% Senior Notes due 2021

--
--(3)
Guarantees of 5.90% Senior Notes due 2040

--
--(3)
Total

$600,000,000
$42,780
(1) The registration fee of $42,780 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended
(the "Act").

(2) Pursuant to Rule 457(p) under the Act, unused filing fees of $17,815 have already been paid with respect to unsold
securities registered under the Registration Statement on Form S-3 (Registration Nos. 333-62052 and 333-52728) and
have been carried forward for application in connection with offerings under this registration statement and of which $0
remains available for future registration fees. An additional registration fee of $24,965 has been paid with respect to this
offering.

(3) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated October 14, 2009)
$600,000,000

$300,000,000 4.30% Senior Notes due 2021
$300,000,000 5.90% Senior Notes due 2040
Unconditionally guaranteed as to payment of principal and interest by CBS Operations Inc. (a
wholly owned subsidiary of CBS Corporation)

CBS Corporation is offering $300,000,000 of our senior notes due 2021 and $300,000,000 of our senior notes due 2040 (collectively, the "senior notes"). The
senior notes due 2021 will bear interest at 4.30% per year and will mature on February 15, 2021. The senior notes due 2040 will bear interest at 5.90% per year and
will mature on October 15, 2040. We will pay interest on the senior notes due 2021 semi-annually in arrears on February 15 and August 15 of each year, beginning
February 15, 2011. We will pay interest on the senior notes due 2040 semi-annually in arrears on April 15 and October 15 of each year, beginning April 15, 2011. We
may redeem the senior notes, in whole or in part, at any time and from time to time at a redemption price equal to the principal amount of the senior notes being
redeemed plus the applicable premium, if any, and accrued and unpaid interest to the redemption date. In addition, commencing on November 15, 2020, we may
redeem the senior notes due 2021, in whole or in part, at 100% of the principal amount of the senior notes due 2021 being redeemed plus accrued and unpaid interest
to the redemption date. Commencing on April 15, 2040, we may redeem the senior notes due 2040, in whole or in part, at 100% of the principal amount of the senior
notes due 2040 being redeemed plus accrued and unpaid interest to the redemption date. If a change of control repurchase event occurs as described in this prospectus
supplement, unless we have exercised our right of redemption, we will be required to offer to repurchase all or any part of the senior notes at a repurchase price equal
to 101% of the principal amount of the senior notes, plus accrued and unpaid interest, if any, to the date of repurchase. The senior notes do not provide for a sinking
fund. The senior notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000.
The senior notes will be unsecured senior obligations of CBS Corporation and will rank equally in right of payment with all of CBS Corporation's other
unsecured and unsubordinated obligations from time to time outstanding. The guarantees will be unsecured senior obligations of CBS Operations Inc. and will rank
equally in right of payment with all of CBS Operations Inc.'s other unsecured and unsubordinated obligations from time to time outstanding.
Investing in the senior notes involves risks which are described in the "Risk Factors" section beginning on page I-
23 of our Annual Report on Form 10-K for the year ended December 31, 2009, which is incorporated by reference
herein.

Proceeds to CBS
Underwriting
Corporation (before

Price to Public(1)
Discount
expenses)
Per senior note due 2021
99.732%
0.450%

99.282%
Senior notes due 2021 Total
$
299,196,000 $
1,350,000

$
297,846,000
Per senior note due 2040
99.733%
0.875%

98.858%
Senior notes due 2040 Total
$
299,199,000 $
2,625,000

$
296,574,000

Total
$
598,395,000 $
3,975,000

$
594,420,000

(1)Plus accrued interest, if any, from October 8, 2010 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the senior notes or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that the senior notes will be ready for delivery only in book-entry form through the facilities of The Depository Trust Company for the accounts of its
participants, including Clearstream Luxembourg or Euroclear, against payment in New York, New York on or about October 8, 2010.

Joint Book-Running Managers
Citi

Credit Suisse
J.P. Morgan

Morgan Stanley
Goldman, Sachs & Co.
Wells Fargo Securities
Senior Co-Managers
Deutsche Bank Securities
RBS
SMBC Nikko Capital Markets Limited

Scotia Capital

Co-Managers
BNY Mellon Capital Markets, LLC

Lloyds TSB Corporate Markets
Mizuho Securities USA Inc.

SOCIETE GENERALE
US Bancorp

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Prospectus Supplement dated October 4, 2010
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Cautionary Statement Concerning Forward-Looking Statements

iii
Summary

S-1
Ratio of Earnings to Fixed Charges

S-6
Use of Proceeds

S-7
Capitalization

S-8
Description of the Senior Notes

S-9
United States Federal Income Taxation
S-18
Underwriting
S-21
Where You Can Find Additional Information
S-24
Legal Matters
S-25
Experts
S-25
Prospectus

Page
About This Prospectus

1
Where You Can Find Additional Information

1
The Company

3
The Guarantor

3
Risk Factors

4
Ratio of Earnings to Fixed Charges

4
Use of Proceeds

4
Description of the Debt Securities

5
Description of Preferred Stock

17
Description of Common Stock

20
Description of Warrants

22
Plan of Distribution

24
Legal Matters

25
Experts

25
In this prospectus supplement, we use the terms "the Company," "we," "us" and "our" to refer to CBS Corporation.
References to "CBS Operations" are references to CBS Operations Inc.
You should rely only on the information contained or incorporated by reference in this prospectus supplement,
the accompanying prospectus and any free writing prospectus authorized by CBS Corporation. None of CBS
Corporation, CBS Operations, or any of the underwriters has authorized anyone to provide you with different or
additional information. If anyone provides you with different or additional information, you should not rely on it. You
should not assume that the information contained in or incorporated by reference in this prospectus supplement and
the accompanying prospectus is accurate as of any date other than their respective dates. Our business, financial
condition, results of operations and prospects may have changed since then. None of CBS Corporation, CBS
Operations, or any of the underwriters is making an offer to sell the senior notes in any jurisdiction where the offer or
sale is not permitted.
It is expected that the delivery of the senior notes will be made against payment therefor on or about the date specified
on the cover of this prospectus supplement, which is the fourth business day following the date of pricing of the senior notes
(such settlement cycle being referred to as "T+4"). You should note that trading of the senior notes on the date of this
prospectus supplement or the next succeeding business days may be affected by the T+4 settlement. See "Underwriting."

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We provide information to you about the senior notes in two separate documents, this prospectus supplement and the
accompanying prospectus. To the extent there is a conflict between the information contained in this prospectus supplement,
on the one hand, and the information contained in the accompanying prospectus, on the other hand, the information contained
in this prospectus supplement shall control. If any statement in this prospectus supplement conflicts with any statement in a
document that has been incorporated herein by reference, then you should consider only the statement in the more recent
document.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus contain both historical and forward-looking statements. All
statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are not based on historical facts,
but rather reflect our current expectations concerning future results and events. These forward-looking statements generally
can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan,"
"foresee," "likely," "will" or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals
are or may be forward-looking statements. These forward-looking statements involve known and unknown risks,
uncertainties and other factors that are difficult to predict and which may cause our actual results, performance or
achievements to be different from any future results, performance and achievements expressed or implied by these
statements. These risks, uncertainties and other factors include, among others:

· advertising market conditions generally;

· changes in the public acceptance of our programming;

· changes in technology and its effect on competition in our markets;

· changes in the Federal Communications laws and regulations;

· the impact of piracy on our products;

· the impact of consolidation in the market for our programming;

· other domestic and global economic, business, competitive and/or regulatory factors affecting our businesses

generally; and

· other factors described in our news releases and filings with the Securities and Exchange Commission (the "SEC")

including but not limited to the factors under the heading "Risk Factors" in our Form 10-K for the year ended
December 31, 2009, which is incorporated by reference herein.
There may be additional risks, uncertainties and factors that we do not currently view as material or that are not
necessarily known. The forward-looking statements included in this prospectus supplement are only made as of the date of
this prospectus supplement, and any forward-looking statements incorporated by reference herein are made only as of the
date of the incorporated document. We expressly disclaim any obligation to update any forward-looking statement to reflect
subsequent events or circumstances, except as otherwise required by applicable law or the rules and regulations promulgated
by the SEC.
You should review carefully all information, including the financial statements and the notes to the financial statements,
included or incorporated by reference into this prospectus supplement and the accompanying prospectus.
Further information concerning CBS Corporation and its businesses, including factors that potentially could materially
affect CBS Corporation's financial results, is included in news releases and other filings with the SEC, and holders of senior
notes are encouraged to review these news releases and filings. Actual results could differ materially from expectations
expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be
inaccurate or is unrealized. CBS Corporation does not undertake responsibility for updating any of such information, whether
as a result of new information, future events, or otherwise, except as required by law.

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SUMMARY
CBS Corporation
We are a mass media company with operations in the following segments:

· ENTERTAINMENT: The Entertainment segment is composed of the CBS® Television Network; CBS Television

Studios; CBS Studios International; CBS Television Distribution; CBS Films ;
® and CBS Interactive.

· CABLE NETWORKS: The Cable Networks segment is composed of Showtime® Networks, the Company's
premium subscription television program services; Smithsonian Networks, a venture between Showtime Networks

and the Smithsonian Institution, which operates Smithsonian ChannelTM; and CBS College Sports Network®, the
Company's cable network devoted to college athletics.

· PUBLISHING: The Publishing segment is composed of Simon & Schuster, which publishes and distributes

consumer books under imprints such as Simon & Schuster®, Pocket Books®, Scribner® and Free PressTM.

· LOCAL BROADCASTING: The Local Broadcasting segment is composed of CBS Television Stations, the

Company's 29 owned broadcast television stations; and CBS Radio®, through which the Company owns and
operates 130 radio stations in 29 United States ("U.S.") markets.

· OUTDOOR: The Outdoor segment displays advertising on media, including billboards, transit shelters, buses, rail

systems (in-car, station platforms and terminals), mall kiosks, retail stores and stadium signage principally
through CBS Outdoor .
®
During the fourth quarter of 2009, we realigned our management structure to more effectively pursue our long-term
strategy of investing in content businesses and capitalizing on our strong local presence. As a result, we realigned our
operating segments as described above. Prior periods have been reclassified to conform to this presentation.
For the six months ended June 30, 2010, contributions to CBS Corporation's consolidated revenues from its
segments were as follows: Entertainment 55%, Cable Networks 11%, Publishing 5%, Local Broadcasting 19% and
Outdoor 12%.* For the year ended December 31, 2009, contributions to CBS Corporation's consolidated revenues from
its segments were as follows: Entertainment 54%, Cable Networks 10%, Publishing 6%, Local Broadcasting 18% and
Outdoor 13%.* We generated approximately 14% of our total revenues from international regions in 2009. For the year
ended December 31, 2009, approximately 61% and 17% of total international revenues of approximately $1.86 billion
were generated in Europe and Canada, respectively.
We were organized under the laws of the State of Delaware in 1986. Our principal offices are located at 51 West
52nd Street, New York, New York 10019, our telephone number is (212) 975-4321 and our website address is
www.cbscorporation.com. However, the information contained in or connected to our website is not part of this
prospectus supplement or the accompanying prospectus.
CBS Operations Inc.
CBS Operations, the guarantor of the senior notes, was organized under the laws of the State of Delaware in 1995
and has its corporate headquarters at 51 West 52nd Street, New York, New York 10019. CBS Operations has 100 shares
of common stock, par value $.01 per share, outstanding, all of which are held by CBS Corporation. CBS Operations
operates a full power broadcast television station in Tampa, Florida and a low power broadcast television station in
Indianapolis, Indiana. The direct and indirect subsidiaries of CBS Operations operate Showtime
* Total of segment contributions exceeds 100% due to intercompany eliminations and rounding.

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Networks, Simon & Schuster, CBS Television Studios and ten full power broadcast television stations. In addition, one of
such subsidiaries holds the partnership interest in The CW broadcast network.
Recent Developments
On October 4, 2010, we commenced an offer (the "Offer") to purchase for cash up to $250,000,000 combined
aggregate principal amount of our outstanding 8.625% Debentures due 2012 (the "2012 Debentures") and 5.625% Senior
Notes due 2012 (the "2012 Notes"), upon the terms and subject to the conditions set forth in that certain Offer to
Purchase dated October 4, 2010 (as it may be amended, supplemented or modified, the "Offer to Purchase"). As of the
date of this prospectus supplement, there were approximately $206,991,000 aggregate principal amount of the 2012
Debentures and approximately $533,129,000 aggregate principal amount of the 2012 Notes outstanding.
The Offer is conditioned upon the satisfaction of certain conditions, including the completion of this offering of
senior notes. The completion of this offering is not contingent on the completion of the Offer, which would occur after
the completion of this offering.

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The Offering
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms
of the senior notes, see "Description of the Senior Notes" beginning on page S-9 of this prospectus supplement.

Issuer
CBS Corporation

Securities offered
$300,000,000 aggregate principal amount of 4.30% senior notes due 2021.

$300,000,000 aggregate principal amount of 5.90% senior notes due 2040.

Maturity
The senior notes due 2021 will mature on February 15, 2021.

The senior notes due 2040 will mature on October 15, 2040.

Interest
Interest on the senior notes due 2021 will accrue at the rate of 4.30% per
year, payable semi-annually in arrears on each February 15 and August 15,
beginning February 15, 2011.

Interest on the senior notes due 2040 will accrue at the rate of 5.90% per
year, payable semi-annually in arrears on each April 15 and October 15,
beginning April 15, 2011.

Guarantee
The senior notes will be guaranteed on an unsecured senior basis by CBS
Operations.

Ranking
The senior notes will be unsecured senior obligations of CBS Corporation
and will rank equally in right of payment with all of CBS Corporation's
other unsecured and unsubordinated obligations from time to time
outstanding. As of June 30, 2010, CBS Corporation had approximately
$6.4 billion of long-term indebtedness outstanding, all of which ranks
equally in rank of payment with the senior notes. As of June 30, 2010, our
direct and indirect subsidiaries, other than CBS Operations, had
approximately $150.8 million of indebtedness outstanding. CBS
Operations is a wholly owned subsidiary of CBS Corporation with no
long-term indebtedness outstanding as of June 30, 2010, other than its
guarantees of the senior debt of CBS Corporation, all of which is fully and
unconditionally guaranteed by CBS Operations. CBS Operations' direct
and indirect subsidiaries had approximately $75.3 million of long-term
indebtedness outstanding as of June 30, 2010.

Sinking fund
None.

Optional redemption
We may redeem the senior notes, in whole or in part, at any time and from
time to time at a redemption price equal to their principal amount plus the
applicable premium, if any, and accrued and unpaid interest to the
redemption date. Commencing on November 15, 2020 (three months prior
to their maturity date), we may redeem the senior notes due 2021, in whole
or in part, at any time and from time to time at a redemption price equal to
100% of the principal amount of the

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senior notes due 2021 being redeemed plus accrued and unpaid interest to
the redemption date. Commencing on April 15, 2040 (six months prior to
their maturity date), we may redeem the senior notes due 2040, in whole or

in part, at any time and from time to time at a redemption price equal to
100% of the principal amount of the senior notes due 2040 being redeemed
plus accrued and unpaid interest to the redemption date. See "Description
of the Senior Notes -- Optional Redemption."

Purchase of senior notes upon a change of Upon the occurrence of both a change of control of CBS Corporation and a
control repurchase event
downgrade of the senior notes below an investment grade rating by all of
Moody's Investors Service Inc., Standard & Poor's Ratings Services and
Fitch Ratings Ltd. within a specified period, we will make an offer to
repurchase all or any part of each holder's senior notes at a price equal to
101% of the aggregate principal amount thereof plus accrued and unpaid
interest, if any, to the date of repurchase. See "Description of the Senior
Notes -- Purchase of Senior Notes upon a Change of Control Repurchase
Event."

Certain covenants
We will issue the senior notes under an indenture that will, among other
things, limit our ability to:

· consolidate, merge or sell all or substantially all of our assets;

· create liens; and

· enter into sale and leaseback transactions.

All of these limitations will be subject to a number of important
qualifications and exceptions. See "Description of the Debt Securities" in
the accompanying prospectus.

Form and settlement
The senior notes will be issued in the form of one or more fully registered
global notes which will be deposited with, or on behalf of, The Depository
Trust Company ("DTC") as the depositary, and registered in the name of
Cede & Co., DTC's nominee. Beneficial interests in the global notes will
be represented through book-entry accounts of financial institutions acting
on behalf of beneficial owners as direct and indirect participants in DTC.
Investors may elect to hold interests in the global notes through either
DTC (in the United States), Clearstream Luxembourg, or Euroclear
(outside of the United States), if they are participants in these systems, or
indirectly through organizations which are participants in these systems.
Cross-market transfers between persons holding directly or indirectly
through DTC participants, on the one hand, and directly or indirectly
through Clearstream Luxembourg or Euroclear participants, on the other
hand, will be effected in accordance with DTC rules on behalf of the
relevant international clearing system by its U.S. depositary.

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