UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  February 23, 2006

 

CBS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-09553

 

04-2949533

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
Number)

 

 

 

 

 

51 West 52nd Street, New York, New York

 

10019

(Address of principal executive offices)

 

(zip code)

 

Registrant’s telephone number, including area code:  (212) 975-4321

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Section 2     Financial Information

 

Item 2.02    Results of Operations and Financial Condition.

 

On February 23, 2006, the Registrant issued a press release announcing earnings for the fourth quarter and full year ended December 31, 2005.  A copy of such press release is furnished herewith as Exhibit 99 and is incorporated by reference herein in its entirety.

 

Section 9     Financial Statements and Exhibits

 

Item 9.01    Financial Statements and Exhibits.

 

(c)  Exhibits.          The following Exhibit is furnished as part of this Report on Form 8-K:

 

Exhibit
Number

 

Description of Exhibit

 

 

 

99

 

Press release of the Registrant, dated February 23, 2006, announcing earnings for the fourth quarter and full year ended December 31, 2005.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CBS CORPORATION

 

(Registrant)

 

 

 

 

 

By:

/s/ Fredric G. Reynolds

 

 

 

Name:

Fredric G. Reynolds

 

 

Title:

Executive Vice President and Chief
Financial Officer

 

 

Date: February 23, 2006

 

 

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Exhibit Index

 

Exhibit
Number

 

Description of Exhibit

 

 

 

99

 

Press release of the Registrant, dated February 23, 2006, announcing earnings for the fourth quarter and full year ended December 31, 2005.

 

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