Feb 24 Fitch Ratings has assigned a 'BBB' rating to CBS Corporations' (CBS) proposed 10-year senior unsecured note offering. The proceeds are expected to be used for general corporate purposes, including repayment of some or all of the 6.75% $700 million of senior unsecured retail notes due 2056. The notes are callable at par anytime on or after March 27, 2012. Fitch currently has a 'BBB' Issuer Default Rating (IDR) for CBS. The Rating Outlook is Stable. CBS will issue the senior notes under the amended and restated indenture dated as of Nov. 3, 2008 and first supplemental indenture dated as of April 5, 2010. The notes will rank pari passu with all other unsecured and unsubordinated indebtedness of CBS. As proposed, and like all of the senior unsecured debt issued by CBS, the notes will be fully and unconditionally guaranteed by CBS Operations Inc., a wholly-owned subsidiary of CBS that directly or indirectly owns Showtime Networks, Simon & Schuster, CBS Television Studios, 11 of the company's 29 full power broadcast television stations, and the partnership interest in The CW Network. Terms as proposed are similar to that of previously issued notes, including i) a limitation on liens of up to 15% of total consolidated assets (excluding standard carve-outs); ii) the ability to sell or convey assets that generate up to 80% of consolidated revenues; and iii) an obligation of CBS to repurchase the notes at 101% upon change of control (including a transfer of more than 50% of the company's voting stock) and non-investment grade ratings, as defined. Similar to existing bonds, there are no financial covenants. There is no coupon step-up provision in this issuance. CBS' credit profile has improved substantially over the past two years, driven by a combination of debt reduction in 2010, as well as EBITDA growth. Fitch estimates that total leverage was 1.8 times (x) at Dec. 31, 2011, well below Fitch's 2.75x gross leverage target for the current ratings. CBS therefore has significant financial flexibility within the 'BBB' ratings. With more than $1 billion of annual free cash flow, there is room for increased share buybacks, dividends, pension contributions and M&A, funded with free cash flow and a modest amount of incremental debt. CBS faces only $500 million of maturities in 2012. The ratings incorporate Fitch's expectations that demand for both CBS's various advertising platforms, as well as its content, will remain solid and drive low mid-single-digit top-line growth and margin stability over the next few years. Fitch believes that CBS has adequate flexibility to withstand a moderate level of top-line and EBITDA declines in the event macroeconomic pressures intensify. In Fitch's view, some of CBS's businesses face secular challenges, namely continued audience fragmentation common across the media and entertainment landscape, which are pressuring viewership and in some cases, advertising revenue. Fitch does not expect them to pressure operations to the degree that there would be a material impact on CBS's credit profile or free cash flow over the intermediate term. CBS's ratings continue to be supported by a strong presence in the top 25 U.S. markets, leading positions in first-run syndication, a robust library and pipeline of off-network syndicated programming and an increasing portion of carriage and re-transmission revenues. Concerns include an above-average exposure to cyclical advertising revenue and technological threats within radio and television broadcasting. Additionally, over the longer term Fitch believes CBS bondholders could be exposed to risks common among lenders to companies with limited organic growth characteristics, including a more aggressive financial policy to the detriment of bondholders. Fitch believes that CBS will remain conservative for the foreseeable future, assuming secular pressures in its key businesses do not accelerate extensively beyond Fitch's expectations. Fitch views CBS' current liquidity as adequate, particularly in light of the near-term maturity schedule. At Dec. 31, 2011, CBS had $660 million of cash, as well as $1.985 billion available under its $2.0 billion revolving credit facility (net of letters of credit), which matures in March 2015. As of Dec, 31, 2011, CBS had $6.0 billion of debt, which consisted primarily of: --Approximately $492 million senior unsecured notes and debentures due 2012; --$500 million senior unsecured notes due 2014; and --Approximately $5.4 billion senior unsecured notes and debentures maturing 2016 - 2056. Fitch currently rates CBS as follows: CBS Corporation (CBS) --Long-term IDR at 'BBB'; --Senior unsecured at 'BBB'; --Short-term IDR at 'F2'. CBS Broadcasting --Long-term IDR at 'BBB'; --Senior unsecured at 'BBB'. The Rating Outlook is Stable.

• A Permanent Economic Emergency