<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004

                                ----------------

                                    FORM 10-Q

(Mark One)

/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
                                               ------------------

                                       OR

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ________________ TO ________________

                         COMMISSION FILE NUMBER 1-14599

                                ----------------

                        INFINITY BROADCASTING CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             DELAWARE                                    13-4030071
------------------------------------        ------------------------------------
      (State of Incorporation)              (I.R.S. Employer Identification No.)


                     40 WEST 57TH STREET, NEW YORK, NY 10019
               --------------------------------------------------
               (Address of principal executive offices, zip code)


                                 (212) 314-9200
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by checkmark whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.  Yes /X/  No / /

AT OCTOBER 31, 1999, 137,788,800 SHARES OF CLASS A COMMON STOCK AND 700,000,000
SHARES OF CLASS B COMMON STOCK WERE OUTSTANDING.

================================================================================
<PAGE>

                        INFINITY BROADCASTING CORPORATION
                                      INDEX
                        ---------------------------------


                                                                        PAGE NO.
                                                                        --------
PART I.   FINANCIAL INFORMATION

          Item 1.  Financial Statements                                     3

          Condensed Consolidated Statement of Earnings                      3

          Condensed Consolidated Balance Sheet                              4

          Condensed Consolidated Statement of Cash Flows                    5

          Notes to the Condensed Consolidated Financial Statements          6


          Item 2.  Management's Discussion and Analysis of Financial        9
                   Condition and Results of Operations



PART II.  OTHER INFORMATION

          Item 1.  Legal Proceedings                                       16

          Item 6.  Exhibits and Reports on Form 8-K                        16



SIGNATURE                                                                  20


                                      -2-
<PAGE>

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                        INFINITY BROADCASTING CORPORATION
                  CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
               (unaudited, in thousands except per-share amounts)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED          NINE MONTHS ENDED
                                                                  SEPTEMBER 30,              SEPTEMBER 30,
                                                             -----------------------------------------------------
                                                                1999         1998          1999            1998
==================================================================================================================
<S>                                                          <C>          <C>          <C>            <C>
Total revenues                                               $ 705,331    $ 609,966    $ 1,925,915    $ 1,507,011
Less agency commissions                                        (86,615)     (75,648)      (236,191)      (187,321)
------------------------------------------------------------------------------------------------------------------
Net revenues                                                   618,716      534,318      1,689,724      1,319,690
------------------------------------------------------------------------------------------------------------------
Operating expenses excluding depreciation and amortization     332,733      301,731        958,882        767,507
Depreciation and amortization                                   72,992       71,310        219,530        177,249
Corporate expenses                                               4,498        4,275         14,118         13,145
------------------------------------------------------------------------------------------------------------------
Total operating expenses                                       410,223      377,316      1,192,530        957,901
------------------------------------------------------------------------------------------------------------------
Operating earnings                                             208,493      157,002        497,194        361,789
Interest income (expense), net                                     242      (17,278)        (1,881)       (22,038)
Other income, net                                                  545        1,705            412          2,318
------------------------------------------------------------------------------------------------------------------
Earnings before income taxes and minority interest             209,280      141,429        495,725        342,069
Income taxes                                                   (97,743)     (73,729)      (236,956)      (175,958)
Minority interest in income of consolidated subsidiaries           (69)        (439)           (13)          (531)
------------------------------------------------------------------------------------------------------------------
Net earnings                                                 $ 111,468    $  67,261    $   258,756    $   165,580
==================================================================================================================
Basic and diluted earnings per common share                  $    0.13    $    0.10    $      0.30    $      0.24
==================================================================================================================
</TABLE>


          See Notes to the Condensed Consolidated Financial Statements.

                                      -3-
<PAGE>

                        INFINITY BROADCASTING CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                     (in thousands except per-share amounts)


<TABLE>
<CAPTION>

                                                                                    (UNAUDITED)
                                                                                  SEPTEMBER 30,      DECEMBER 31,
                                                                                           1999              1998
===================================================================================================================
<S>                                                                                <C>               <C>
ASSETS:
   Cash and cash equivalents                                                       $    129,099      $    497,701
   Receivables (net of allowance for doubtful accounts
     of $27,318 and $27,463, respectively)                                              504,651           460,966
   Prepaid and other current assets                                                      68,730            39,206
   Deferred tax assets                                                                   29,527            19,641
-------------------------------------------------------------------------------------------------------------------
   Total current assets                                                                 732,007         1,017,514
   Property and equipment, net                                                          250,407           236,584
   Goodwill, net                                                                      5,367,900         5,426,627
   FCC licenses, net                                                                  3,670,457         3,683,988
   Transit franchise agreements, net                                                    237,980           248,555
   Other assets                                                                         191,815           184,975
-------------------------------------------------------------------------------------------------------------------
Total assets                                                                       $ 10,450,566      $ 10,798,243
===================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY:
   Accounts payable and accrued expenses                                           $    236,655      $    177,077
   Accrued compensation                                                                  53,970            39,750
   Accrued interest                                                                       5,796            12,113
   Accrued income taxes                                                                  28,361             3,000
-------------------------------------------------------------------------------------------------------------------
   Total current liabilities                                                            324,782           231,940
   Long-term debt                                                                       248,238           523,960
   Deferred taxes                                                                     1,153,365         1,156,244
   Other noncurrent liabilities                                                          60,060            28,072
-------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                     1,786,445         1,940,216
-------------------------------------------------------------------------------------------------------------------
Contingent liabilities and commitments
-------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
   Preferred stock, par value $0.01 (50,000 shares authorized, none issued)                  --                --
   Class A common stock, par value $0.01 (2,000,000 shares
      authorized, 155,250 shares issued)                                                  1,553             1,553
   Class B common stock, par value $0.01 (2,000,000 shares
      authorized, 700,000 shares issued)                                                  7,000             7,000
   Capital in excess of par value                                                     8,805,448         8,805,448
   Accumulated earnings                                                                 302,782            44,026
   Common stock held in treasury, at cost                                              (452,662)               --
-------------------------------------------------------------------------------------------------------------------
Total stockholders' equity                                                            8,664,121         8,858,027
-------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                                         $ 10,450,566      $ 10,798,243
===================================================================================================================
</TABLE>

          See Notes to the Condensed Consolidated Financial Statements.


                                      -4-
<PAGE>

                        INFINITY BROADCASTING CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                            (unaudited, in thousands)

<TABLE>
<CAPTION>

NINE MONTHS ENDED SEPTEMBER 30,                                                             1999              1998
=====================================================================================================================
<S>                                                                                  <C>               <C>
Cash flows from operating activities:
    Net earnings                                                                     $   258,756       $   165,580
    Adjustments to reconcile net earnings to net cash
    provided by operating activities:
      Depreciation and amortization                                                      219,530           177,249
      Deferred taxes                                                                       7,010             2,920
      Other noncash items                                                                 (4,616)           (4,033)
      Changes in assets and liabilities, net of acquisitions and dispositions
           Increase in accounts receivable                                               (41,922)          (12,373)
           Increase in other assets                                                      (37,682)           (4,305)
           Increase (decrease) in accounts payable and accrued expenses                   39,279            (5,820)
           Increase (decrease) in accrued interest                                        (6,317)           11,006
           Increase in accrued income taxes                                               25,361                --
           Decrease in other liabilities                                                  (1,855)          (13,807)
---------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                457,544           316,417
---------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
     Proceeds from dispositions                                                           58,750            56,731
     Business acquisitions                                                              (145,043)       (1,434,634)
     Capital expenditures                                                                (29,371)          (19,793)
---------------------------------------------------------------------------------------------------------------------
Net cash used for investing activities                                                  (115,664)       (1,397,696)
---------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
    Receipts from CBS, net                                                                    --         1,768,084
    Purchase of treasury stock                                                          (438,716)               --
    Repayment of debt                                                                   (271,766)         (635,031)
---------------------------------------------------------------------------------------------------------------------
Net cash provided by (used for) financing activities                                    (710,482)        1,133,053
---------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                                        (368,602)           51,774
Cash and cash equivalents at beginning of period                                         497,701            22,522
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                           $   129,099       $    74,296
=====================================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
     Interest                                                                        $    27,527       $    16,714
     Income taxes                                                                    $   205,206       $   173,038
=====================================================================================================================
</TABLE>

          See Notes to the Condensed Consolidated Financial Statements.


                                      -5-
<PAGE>

                        INFINITY BROADCASTING CORPORATION
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            --------------------------------------------------------


1.    GENERAL

The condensed consolidated financial statements include the accounts of Infinity
Broadcasting Corporation and its subsidiary companies (together, the Company or
Infinity) after elimination of intercompany accounts and transactions. When
reading the financial information contained in this Quarterly Report, reference
should be made to the consolidated financial statements, schedule, and notes
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, as amended by Form 10-K/A, and the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, as
amended by the respective Forms 10-Q/A. Certain previously reported amounts have
been reclassified to conform to the 1999 presentation.

The Company was incorporated in September 1998 to own and operate the radio and
outdoor advertising business of CBS Corporation (CBS). In December 1998, CBS
contributed to the Company, at book value, its radio and outdoor advertising
properties.

On May 27, 1999, the Company entered into an agreement to acquire Outdoor
Systems, Inc. (Outdoor Systems) for approximately $8.7 billion, which
includes the assumption of $1.8 billion of Outdoor Systems debt. Outdoor
Systems is one of the largest outdoor advertising companies in North America,
operating bulletin, poster, mall and transit advertising display faces in the
United States, Canada, and Mexico. The terms of the agreement call for each
Outdoor Systems common share to be exchanged for 1.25 shares of Infinity
Class A common stock. On November 4, 1999, the Outdoor Systems and Infinity
shareholders approved the transaction, which is expected to close during
November 1999, subject to certain closing conditions as set forth in the
merger agreement. This transaction will be accounted for by the purchase
method of accounting.

The condensed consolidated financial statements have been prepared assuming that
the Company existed as a stand-alone entity during all periods presented. Any
acquisitions of radio and outdoor properties by CBS have been presented as the
Company's transactions, and any consideration to effect these acquisitions has
been treated as a capital contribution by CBS to the Company. These acquisitions
include (a) the radio operations of CBS Inc. in November 1995, (b) Infinity
Media Corporation (formerly Infinity Broadcasting Corporation) and subsidiaries,
which includes TDI Worldwide, Inc. (TDI), (collectively, Old Infinity), on
December 31, 1996, and (c) the radio operations of CBS Radio, Inc. and
subsidiaries (formerly American Radio Systems Corporation) (American Radio) in
June 1998. The operating results for the acquired entities have been included in
the Company's Condensed Consolidated Statement of Earnings from their respective
dates of acquisition. See note 2 to the condensed consolidated financial
statements.

Certain prior period financial information included herein may not necessarily
reflect what the consolidated results of operations, financial position, changes
in stockholders' equity and cash flows of the Company would have been had the
Company been a separate, stand-alone entity during those prior periods
presented.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. On an ongoing basis,
management reviews its estimates, including those related to intangible assets,
program rights, contracts, allowance for doubtful accounts, income taxes and
litigation, based on currently available information. Changes in facts and
circumstances may result in revised estimates. In the opinion of management, the
condensed consolidated financial statements include all material adjustments
necessary to present fairly the Company's financial position, results of
operations, and cash flows. Such adjustments are of a normal recurring nature.
The results for this interim period are not necessarily indicative of results
for the entire year or any other interim period.

                                      -6-
<PAGE>

2.  ACQUISITIONS

In June 1998, the Company acquired the radio broadcasting operations of American
Radio for $1.4 billion in cash plus the assumption of debt with a fair value of
approximately $1.3 billion. The acquisition was accounted for under the purchase
method. The excess consideration paid over the estimated fair value of net
assets acquired totaling approximately $0.8 billion was recorded as goodwill and
is being amortized on a straight-line basis over 40 years.

3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
   (in thousands)

<TABLE>
<CAPTION>
                                                             (UNAUDITED)
                                                            SEPTEMBER 30,       DECEMBER 31,
                                                                     1999               1998
   ==========================================================================================
<S>                                                             <C>                <C>
   Accounts payable                                             $  51,825          $  41,685
   Accrued transit franchise payments                              33,660             25,562
   Other                                                          151,170            109,830
   ------------------------------------------------------------------------------------------
   Total accounts payable and accrued expenses                  $ 236,655          $ 177,077
   ==========================================================================================
</TABLE>

4. RELATED PARTY TRANSACTIONS

In connection with the formation and capitalization of the Company discussed in
note 1, the Company entered into an intercompany agreement with CBS. The Company
utilizes certain executive and other services provided by CBS or its
subsidiaries. Certain officers of CBS serve as officers of the Company.
Additional services provided by CBS include, among others, certain financial and
administrative services. For the three and nine months ended September 30, 1999,
allocated expenses in the approximate amounts of $1.6 million and $5.1 million,
respectively, were included in the Condensed Consolidated Statement of Earnings
of the Company. During the same periods in 1998, allocated expenses totaled $2.4
million and $5.4 million, respectively.

5. EARNINGS PER COMMON SHARE

The Company adopted SFAS No. 128 "Earnings per Share" which requires the
disclosure of basic and diluted earnings per share and related computations as
follows:

COMPUTATION OF EARNINGS PER COMMON SHARE
(unaudited, in thousands except per-share amounts)

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED         NINE MONTHS ENDED
                                                                      SEPTEMBER 30,              SEPTEMBER 30,
                                                                 ------------------------- ---------------------------
                                                                        1999         1998          1999         1998
   ===================================================================================================================
<S>                                                               <C>          <C>          <C>           <C>
   Net earnings applicable to common stock                        $  111,468   $   67,261   $   258,756    $   165,580
----------------------------------------------------------------------------------------------------------------------
   Average shares outstanding - basic                                846,261      700,000       851,654        700,000
   Diluted effect of stock option plans                                  202           --           116             --
   -------------------------------------------------------------------------------------------------------------------
   Average shares outstanding - diluted                              846,463      700,000       851,770        700,000
   -------------------------------------------------------------------------------------------------------------------
   Basic and diluted earnings per common share                    $     0.13   $     0.10   $      0.30    $      0.24
   ===================================================================================================================
</TABLE>


                                      -7-
<PAGE>

6. SEGMENT INFORMATION

The Company's operations are aligned into two business segments, Radio and
Outdoor, which are consistent with the mediums through which the Company sells
its advertising and the Company's financial reporting structure.

SEGMENT RESULTS OF OPERATIONS
(unaudited, in thousands)

<TABLE>
<CAPTION>

                                                  REVENUE             OPERATING EARNINGS              EBITDA
                                         -------------------------- ------------------------  -----------------------
    THREE MONTHS ENDED SEPTEMBER 30,          1999         1998         1999         1998        1999        1998
   ==================================================================================================================
<S>                                         <C>          <C>           <C>         <C>         <C>        <C>
    Radio                                   $ 476,790    $ 419,151     $ 178,865   $ 133,794   $ 245,410   $ 201,009
    Outdoor                                   141,926      115,167        29,628      23,208      36,620      29,008
   ------------------------------------------------------------------------------------------------------------------
    Total Out-of-Home                       $ 618,716    $ 534,318     $ 208,493   $ 157,002   $ 282,030   $ 230,017
   ==================================================================================================================

<CAPTION>

                                                  REVENUE             OPERATING EARNINGS              EBITDA
                                         -------------------------- ------------------------  -----------------------
    NINE MONTHS ENDED SEPTEMBER 30,          1999          1998         1999        1998         1999        1998
   ==================================================================================================================
<S>                                        <C>          <C>            <C>         <C>         <C>        <C>
    Radio                                  $1,304,373   $1,005,931     $ 431,398   $ 309,342   $ 630,810   $ 471,589
    Outdoor                                   385,351      313,759        65,796      52,447      86,326      69,767
   ------------------------------------------------------------------------------------------------------------------
    Total Out-of-Home                      $1,689,724   $1,319,690     $ 497,194   $ 361,789   $ 717,136   $ 541,356
   ==================================================================================================================
</TABLE>

Management believes that earnings before interest, taxes, minority interest,
depreciation and amortization (EBITDA) is an appropriate measure for evaluating
the operating performance of the Company's business. EBITDA eliminates the
effect of depreciation and amortization of tangible and intangible assets, most
of which were acquired in acquisitions accounted for under the purchase method
of accounting, including CBS Inc.'s radio operations, Old Infinity and American
Radio. The exclusion of amortization expense eliminates variations in results
among stations or other entities caused by the timing of acquisitions. More
recent acquisitions reflect higher amortization expense due to increasing prices
associated with out-of-home properties. However, EBITDA should be considered in
addition to, not as a substitute for, operating earnings, net earnings, cash
flows and other measures of financial performance reported in accordance with
generally accepted accounting principles. As EBITDA is not a measure of
performance calculated in accordance with generally accepted accounting
principles, this measure may not be comparable to similarly titled measures
employed by other companies.

Net revenues of $51 million and $142 million for the three and nine months ended
September 30, 1999, respectively, were derived from the Company's foreign
operations, compared to $43 million and $117 million for the corresponding
periods of 1998.

                                      -8-
<PAGE>

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

GENERAL

Infinity Broadcasting Corporation (Infinity or the Company) was formed in
September 1998 as a wholly-owned subsidiary of CBS Corporation (CBS) to own and
operate its radio and outdoor advertising segment. The radio broadcasting
properties and TDI Worldwide, Inc. (TDI), one of the largest outdoor advertising
companies in the United States, comprise the Company's out-of-home media
business focusing on providing advertising to targeted demographic audiences
outside the consumer's home.

In December 1998, the Company completed an initial public offering of
155,250,000 shares of its Class A common stock, generating net proceeds of $3.0
billion. Following the stock offering, CBS owned 81.8% of the Company's equity
and 95.8% of the voting power.

On May 27, 1999, the Company entered into an agreement to acquire Outdoor
Systems, Inc. (Outdoor Systems) for approximately $8.7 billion, which includes
the assumption of $1.8 billion of Outdoor Systems debt. Outdoor Systems is one
of the largest outdoor advertising companies in North America, operating
bulletin, poster, mall and transit advertising display faces in the United
States, Canada, and Mexico. The terms of the agreement call for each Outdoor
Systems common share to be exchanged for 1.25 shares of Infinity Class A common
stock. On November 4, 1999, the Outdoor Systems and Infinity shareholders
approved the transaction, which is expected to close during November 1999,
subject to certain closing conditions as set forth in the merger agreement. This
transaction will be accounted for by the purchase method of accounting.

During the second and third quarters of 1999, CBS Corporation closed on a number
of strategic investments focused on growing its Internet-based operations. CBS
received an equity interest in these Internet companies, in exchange for future
advertising and promotional time on CBS's and Infinity's properties. During the
fourth quarter of 1999, Infinity expects to enter into a definitive agreement
with CBS regarding Infinity's economic interest in certain CBS Internet
investments.

The condensed consolidated financial statements have been prepared assuming that
the Company existed as a stand-alone entity during all periods presented. Any
acquisitions of radio or outdoor advertising properties by CBS have been
presented as the Company's transactions, and any consideration to effect these
acquisitions has been treated as a capital contribution by CBS to the Company.
These acquisitions include (a) the November 1995 acquisition of the radio
operations of CBS Inc. for $1.2 billion of cash, (b) the December 31, 1996
acquisition of Infinity Media Corporation (formerly known as Infinity
Broadcasting Corporation) and subsidiaries, which includes TDI (collectively,
Old Infinity), for $4.7 billion, consisting of $3.8 billion of CBS's common
stock and $0.9 billion of debt that was repaid immediately prior to the
acquisition, and (c) the June 1998 acquisition of the radio operations of CBS
Radio, Inc. and subsidiaries (formerly American Radio Systems Corporation)
(American Radio) for $1.4 billion of cash plus the assumption of debt with a
fair value of approximately $1.3 billion. See note 2 to the condensed
consolidated financial statements.

The Condensed Consolidated Statement of Earnings and Condensed Consolidated
Statement of Cash Flows for the three and nine months ended September 30, 1998
are not necessarily indicative of the results of operations and cash flows that
would have resulted had the Company actually operated as a separate, stand-alone
entity.

RESULTS OF OPERATIONS

The Company's operations are aligned into two business segments, Radio and
Outdoor, which are consistent with the mediums through which the Company sells
its advertising and the Company's financial reporting structure.

USE OF EBITDA

Management believes that earnings before interest, taxes, minority interest,
depreciation and amortization (EBITDA) is an appropriate measure for evaluating
the operating performance of the Company's business. EBITDA eliminates the
effect of depreciation and amortization of tangible and intangible assets, most
of which were acquired in acquisitions accounted for under the purchase method
of accounting, including CBS Inc.'s radio operations, Old Infinity and American
Radio. The exclusion of amortization expense eliminates variations in results
among stations

                                      -9-
<PAGE>

or other entities caused by the timing of acquisitions. More recent acquisitions
reflect higher amortization expense due to increasing prices associated with
out-of-home properties. However, EBITDA should be considered in addition to, not
as a substitute for, operating earnings, net earnings, cash flows and other
measures of financial performance reported in accordance with generally accepted
accounting principles. As EBITDA is not a measure of performance calculated in
accordance with generally accepted accounting principles, this measure may not
be comparable to similarly titled measures employed by other companies.

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1998

The Company's net revenues for the three months ended September 30, 1999 were
$619 million compared to $534 million for the three months ended September 30,
1998, an increase of approximately 16%. Radio net revenues for the three months
ended September 30, 1999 were $477 million compared to $419 million for the
three months ended September 30, 1998, an increase of approximately 14%. This
increase was due primarily to higher advertising rates at the Company's radio
stations. Outdoor net revenues for the three months ended September 30, 1999
were $142 million compared to $115 million for the three months ended September
30, 1998, an increase of approximately 23%. Driving this increase was the strong
performance of TDI, the Company's outdoor advertising business, and the February
1999 acquisition of Alrecon, the outdoor subsidiary of the Dutch national rail
company.

The Company's operating expenses excluding depreciation and amortization expense
for the three months ended September 30, 1999 were $333 million compared to $302
million for the three months ended September 30, 1998, an increase of
approximately 10%. Radio operating expenses for the three months ended September
30, 1999 were $228 million compared to $215 million for the three months ended
September 30, 1998, an increase of approximately 6%. Outdoor operating expenses
for the three months ended September 30, 1999 were $105 million compared to $87
million for the three months ended September 30, 1998, an increase of
approximately 22%. These increases were primarily attributable to the higher
revenues generated by Radio and Outdoor. Operating expenses did not increase in
the same proportion as the increase in revenues because a substantial portion of
the Company's costs are fixed.

The Company's depreciation and amortization expense for the three months ended
September 30, 1999 was $73 million compared to $71 million for the three months
ended September 30, 1998, an increase of approximately 2%. Radio depreciation
and amortization expense remained flat at approximately $66 million for the
three months ended September 30, 1999 and 1998. Outdoor depreciation and
amortization expense for the three months ended September 30, 1999 was $7
million compared to $5 million for the three months ended September 30, 1998.
The increase primarily represents additional depreciation and amortization
expense resulting from the February 1999 acquisition of Alrecon.

The Company's operating earnings for the three months ended September 30, 1999
were $208 million compared to $157 million for the three months ended September
30, 1998, an increase of approximately 33%. Radio operating earnings for the
three months ended September 30, 1999 were $179 million compared to $134 million
for the three months ended September 30, 1998, an increase of approximately 34%.
Outdoor operating earnings for the three months ended September 30, 1999 were
$29 million compared to $23 million for the three months ended September 30,
1998, an increase of approximately 28%. These increases were primarily
attributable to the higher revenues of Radio and Outdoor.

The Company's EBITDA for the three months ended September 30, 1999 was $282
million compared to $230 million for the three months ended September 30, 1998,
an increase of approximately 23%. Radio EBITDA for the three months ended
September 30, 1999 was $245 million compared to $201 million for the three
months ended September 30, 1998, an increase of approximately 22%. Outdoor
EBITDA for the three months ended September 30, 1999 was $37 million compared to
$29 million for the three months ended September 30, 1998, an increase of
approximately 26%. These increases were primarily attributable to the higher
revenues generated by Radio and Outdoor.

Income taxes for the three months ended September 30, 1999 were $98 million
compared to $74 million for the three months ended September 30, 1998. The
effective tax rate was 47% for the three months ended September 30, 1999
compared to 52% for the three months ended September 30, 1998. The Company's
effective tax rate exceeds the federal statutory rate primarily because of the
non-deductible goodwill amortization resulting from recent business
acquisitions. The decrease in the effective tax rate is due to the Company's
higher operating earnings.

                                      -10-
<PAGE>

Net earnings for the three months ended September 30, 1999 totaled $111 million
compared to $67 million for the three months ended September 30, 1998, an
increase of 66%.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1998

Certain discussions below provide a comparison of actual results with pro forma
results. For the nine months ended September 30, 1999 and 1998 comparisons, pro
forma results were determined as if the acquisition of American Radio and
related station divestitures and exchanges, as well as TDI's acquisition of
Alrecon, had occurred on January 1, 1998.

The Company's net revenues for the nine months ended September 30, 1999 were
$1,690 million compared to $1,320 million for the nine months ended September
30, 1998, an increase of approximately 28%. Radio net revenues for the nine
months ended September 30, 1999 were $1,304 million compared to $1,006
million for the nine months ended September 30, 1998, an increase of
approximately 30%. Driving this increase was the continued strong performance
of the stations and the inclusion of the operations of American Radio in the
Company's results subsequent to its June 1998 acquisition. Outdoor net
revenues for the nine months ended September 30, 1999 were $386 million
compared to $314 million for the nine months ended September 30, 1998, an
increase of approximately 23%. Driving this increase was the strong
performance of the Company's outdoor advertising business and the February
1999 acquisition of Alrecon. On a pro forma basis, the Company's net revenues
for the nine months ended September 30, 1999 compared to the nine months
ended September 30, 1998 increased approximately 16%.

The Company's operating expenses excluding depreciation and amortization expense
for the nine months ended September 30, 1999 were $959 million compared to $768
million for the nine months ended September 30, 1998, an increase of
approximately 25%. Radio operating expenses for the nine months ended September
30, 1999 were $660 million compared to $523 million for the nine months ended
September 30, 1998, an increase of approximately 26%. Outdoor operating expenses
for the nine months ended September 30, 1999 were $299 million compared to $245
million for the nine months ended September 30, 1998, an increase of
approximately 22%. These increases were primarily attributable to the higher
revenues generated by Radio and Outdoor, as well as Radio's June 1998
acquisition of American Radio. On a pro forma basis, the Company's operating
expenses for the nine months ended September 30, 1999 compared to the nine
months ended September 30, 1998 increased approximately 11%. Operating expenses
on a pro forma basis did not increase in the same proportion as the increase in
revenues because a substantial portion of the Company's costs are fixed.

The Company's depreciation and amortization expense for the nine months ended
September 30, 1999 was $220 million compared to $177 million for the nine months
ended September 30, 1998, an increase of approximately 24%. Radio depreciation
and amortization expense for the nine months ended September 30, 1999 was $199
million compared to $160 million for the nine months ended September 30, 1998,
an increase of approximately 24%. The increase primarily represents additional
depreciation and amortization expense resulting from the June 1998 acquisition
of American Radio. Outdoor depreciation and amortization expense for the nine
months ended September 30, 1999 was $21 million compared to $17 million for the
nine months ended September 30, 1998, an increase of approximately 23%. The
increase primarily represents additional depreciation and amortization expense
resulting from the February 1999 acquisition of Alrecon.

The Company's operating earnings for the nine months ended September 30, 1999
were $497 million compared to $362 million for the nine months ended September
30, 1998, an increase of approximately 37%. Radio operating earnings for the
nine months ended September 30, 1999 were $431 million compared to $309 million
for the nine months ended September 30, 1998, an increase of approximately 39%.
Outdoor operating earnings for the nine months ended September 30, 1998 were $66
million compared to $53 million for the nine months ended September 30, 1998, an
increase of approximately 25%. These increases were primarily attributable to
the higher revenues of Radio and Outdoor, as well as Radio's June 1998
acquisition of American Radio. On a pro forma basis, the Company's operating
earnings for the nine months ended September 30, 1999 compared to the nine
months ended September 30, 1998 increased approximately 35%.

                                      -11-
<PAGE>

The Company's EBITDA for the nine months ended September 30, 1999 was $717
million compared to $541 million for the nine months ended September 30,
1998, an increase of approximately 32%. Radio EBITDA for the nine months
ended September 30, 1999 was $631 million compared to $471 million for the
nine months ended September 30, 1998, an increase of approximately 34%.
Outdoor EBITDA for the nine months ended September 30, 1999 was $86 million
compared to $70 million for the nine months ended September 30, 1998, an
increase of approximately 24%. On a pro forma basis, the Company's EBITDA for
the nine months ended September 30, 1999 compared to the nine months ended
September 30, 1998 increased approximately 23%.

Income taxes for the nine months ended September 30, 1999 were $237 million
compared to $176 million for the nine months ended September 30, 1998. The
effective tax rate was 48% for the nine months ended September 30, 1999 compared
to 51% for the nine months ended September 30, 1998. The Company's effective tax
rate exceeds the federal statutory rate primarily because of the non-deductible
goodwill amortization resulting from recent business acquisitions. The decrease
in the effective tax rate is due to the Company's higher operating earnings.

Net earnings for the nine months ended September 30, 1999 totaled $259 million
compared to $166 million for the nine months ended September 30, 1998, an
increase of approximately 56%.

SEASONALITY

Seasonal revenue fluctuations are common in the out-of-home media industry. The
Company's revenue is typically lowest in the first quarter and highest in the
second and fourth quarters.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operations generate cash substantially in excess of that required
for recurring operations and capital expenditures. At September 30, 1999, the
Company's cash and cash equivalents totaled $129 million. Management expects
that because of the Company's strong cash position, it will have sufficient
liquidity to meet its future business needs. Sources of liquidity generally
available to the Company include cash from operations, cash and cash
equivalents, borrowings, and issuances of equity securities.

OPERATING ACTIVITIES

The Company's operating activities provided $458 million of cash during the
first nine months of 1999 compared to $316 million during the first nine months
of 1998. The increase relates primarily to the improved operating results during
the first nine months of 1999. Subsequent to the Company's initial public
offering in December 1998, income taxes are paid pursuant to the terms of the
tax sharing agreement between the Company and CBS.

INVESTING ACTIVITIES

The Company's investing activities used cash of $116 million during the first
nine months of 1999 compared to $1,398 million during the first nine months of
1998. Cash used during the first nine months of 1999 related primarily to the
net impact of acquisitions, dispositions, and capital expenditures. In June
1998, the Corporation completed the acquisition of the radio broadcasting
operations of American Radio for $1.4 billion in cash plus the assumption of
debt with fair value of approximately $1.3 billion.

During the first quarter of 1999, the Company acquired Alrecon, the outdoor
subsidiary of the Dutch national rail company, for $34 million in cash. On April
30, 1999, the Company acquired two radio stations in Tampa, Florida and one in
Cleveland, Ohio from Clear Channel Communications for $123 million in cash. In
August 1999, the Company acquired Spark Services, Inc. from Cendent Corporation
for approximately $35 million in cash. These acquisitions were funded by a
combination of cash on hand and cash held in an acquisition trust.

The Company's capital expenditures totaled $29 million for the first nine months
of 1999 compared to $20 million for the first nine months of 1998. The Company's
business does not require substantial investment of capital. The increase in
capital expenditures during the first nine months of 1999 was due primarily to
the incremental expenditures incurred on the American Radio stations, which were
acquired in June 1998.

                                      -12-
<PAGE>

FINANCING ACTIVITIES

Cash used for financing activities totaled $710 million during the first nine
months of 1999 compared to $1,133 million provided during the first nine months
of 1998. Cash used for financing activities during the first nine months of 1999
related to the Company's repayment of outstanding debt and the repurchase of its
common stock. Cash provided by financing activities during the first nine months
of 1998 reflects contributions from CBS for the American Radio acquisition,
offset by cash earnings generated by the Company and debt repurchases.

On June 17, 1999, the Company announced that its board of directors had
authorized the purchase of up to $500 million of its class A common stock. As of
October 31, 1999, 17.5 million shares were repurchased at a cost of
approximately $479 million.

Effective November 2, 1999, the Company has the ability to borrow up to $1.5
billion under CBS's revolving credit agreement, which expires on August 29,
2001. The Company had no borrowings outstanding under this facility at September
30, 1999. CBS is in the process of amending its credit agreement to allocate
$1.5 billion of the facility to the Company for its exclusive use.

The Company does not anticipate paying any dividends on its common stock in the
near term.

YEAR 2000

The Year 2000 issue is the result of the development of computer programs and
computer chips using two digits rather than four digits to define the applicable
year. Computer programs and/or equipment with time-sensitive software or
computer chips may recognize the date using "00" as the year 1900 rather than
the year 2000. This could result in a system failure or miscalculations causing
disruptions to business operations.

To address the Year 2000 issue, the Company has undertaken efforts to identify,
modify or replace, and test systems that may not be Year 2000 compliant. The
Company estimates its cost to achieve Year 2000 compliance to be approximately
$5 million, substantially all of which has been incurred to date. CBS has
incurred additional costs of approximately $2 million on behalf of the Company
to ensure compliance of the management information systems infrastructure.
Approximately 60% of the total expenditures relate to the replacement of
existing systems. The Company has funded these costs through its cash flows from
operations. Such costs are expensed as incurred.

The Company's centrally managed critical systems are currently Year 2000
compliant or will be replaced by Year 2000 compliant applications early in the
fourth quarter of 1999. The Company has implemented Year 2000 procedures and
guidelines for individual radio stations, and 98% of high-risk radio assets have
been remediated and tested. The Company believes it is substantially Year 2000
compliant at the end of the third quarter and expects to test all radio systems
and reach full compliance early in the fourth quarter of 1999.

The Year 2000 effort also includes communication with all significant third
party suppliers and customers to determine the extent to which the Company's
systems are vulnerable to those parties' failure to reach Year 2000 compliance.
There can be no guarantee that the Company's third party suppliers or customers
will be Year 2000 compliant on a timely basis and that failure to achieve
compliance would not have a material adverse impact on the Company's business
operations.

Although the Company believes that it will complete its Year 2000 effort and
will be compliant on time, there can be no assurances that this will occur. The
Company has developed contingency plans to ensure continued business operations
in case of Year 2000 related disruptions. The Company has set up a center to
monitor performance, identify and prioritize issues, and communicate with its
senior management team throughout the most critical crossover period. The
Company also believes that, based on its current plan of identifying and
scheduling the required personnel and its ability to secure additional equipment
necessary to meet mission-critical business processes, it will be adequately
prepared for contingency measures, if needed.

The Company believes that it is difficult to fully assess the risks of the Year
2000 problem due to numerous uncertainties surrounding the issue. Management
believes that primary risks are external to the Company and relate to the Year
2000 readiness of its suppliers and customers. The inability of the Company or
its suppliers and customers to adequately address the Year 2000 issues on a
timely basis could result in a material financial risk,

                                      -13-
<PAGE>

including loss of revenue, substantial unanticipated costs and service
interruptions. Accordingly, the Company has been, and will continue to, devote
the resources it concludes are appropriate to address all significant Year 2000
issues in a timely manner.

REGULATORY MATTERS

CBS has received, in the past, numerous permanent and temporary conditional
waivers to permit ownership of a television station and numerous radio stations
in the same market. The temporary waivers were subject to the outcome of pending
rulemaking proceedings focusing upon the possible relaxation of the Federal
Communications Commission (FCC) rule restricting common ownership in the same
market of radio and television stations (formerly known as the "one-to-a-market"
rule).

Recently, the FCC issued its Report and Order with respect to this pending
rulemaking. The Order adopts a radio/television cross-ownership rule, which
allows a single party to own in a market (a) up to two television stations (if
permitted by the FCC's television duopoly rule) and up to six radio stations or
(b) one television station and seven radio stations, in both instances under
certain circumstances.

Under the Report and Order, CBS is to submit within sixty days of the Order a
showing as to its compliance or non-compliance with the revised rule in those
markets where it currently has temporary, conditional waivers. CBS
anticipates being able to demonstrate compliance in all markets other than
Los Angeles, Chicago and Dallas-Fort Worth, in each of which the Company has
attributable interests in eight radio stations and CBS has interest in one
television station, and in Washington, D.C./Baltimore, where CBS and the
Company have attributable interests in one television station and eleven
radio stations. As to those four markets, the Report and Order provides that
the FCC will continue the temporary waivers until 2004, at which time the FCC
will review its radio/television cross-ownership rule, and CBS and the
Company will have an opportunity to demonstrate that the continued ownership
of radio stations in these markets in excess of the limits set by the rules
would serve the public interest.

In connection with the merger of Viacom Inc. (Viacom) and CBS, which was
announced on September 7, 1999, FCC approval will be requested on November
16, 1999 for the transfer of control to Viacom of the television licenses
held by CBS and the radio licenses currently held by the Company. The
combined company will be required to divest some of its broadcasting assets
in order to obtain such FCC approval. In particular, the combined company
would not be permitted to continue the temporary conditional waivers of the
radio/television cross-ownership rule until 2004, and the addition of certain
Viacom television stations will obligate the combined company to divest
additional radio stations. In total, subject to clarification of the
radio/television cross-ownership rule as it applies to circumstances in which
radio stations are located in a separate Designated Market Area (DMA) from a
commonly-owned television station, which is the case in Washington,
D.C./Baltimore and Sacramento, the combined company may be required to divest
as many as ten radio stations (Los Angeles (1), Chicago (1), Dallas (2),
Washington, D.C./Baltimore (4) and Sacramento (2)) in order to comply with
the radio/television cross-ownership rule.

In order to consummate the Viacom/CBS merger on an orderly and timely basis,
Viacom and CBS may request deferred enforcement of FCC rules or seek other
regulatory relief.

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Management's Discussion and
Analysis of Financial Condition and Results of Operations," contains 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, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are not based on historical facts but rather reflect
the Company's current expectations concerning future results and events. The
words "believes," "expects," "intends," "plans," "anticipates," "likely,"
"will," and similar expressions identify such forward-looking statements. These
forward-looking statements are subject to risks, uncertainties, and other
factors, some of which are beyond the Company's control, that could cause actual
results to differ materially from those forecast or anticipated in such
forward-looking statements.

                                      -14-
<PAGE>

Such risks, uncertainties, and factors include, but are not limited to, the
impact of changes in national, regional and local economics; successful
integration of any acquired properties; the Company's ability to develop and/or
acquire radio on-air talent and programming and to attract and retain
advertisers; the impact of significant competition from other radio stations and
programming alternatives such as broadcast television, newspapers, magazines,
cable television, the Internet, direct mail, and the impact of new technologies;
changes in FCC regulations; increased governmental regulation of the location,
size or content of outdoor advertising; and such other competitive and business
risks as from time to time may be detailed in the Company's Securities and
Exchange Commission reports.

Readers are cautioned not to place undue reliance on these forward-looking
statements which reflect management's view only as of the date of this Report on
Form 10-Q. The forward-looking statements included in this document are made
only as of the date of this document and the Company does not have any
obligation under Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, to publicly
update any forward-looking statements to reflect subsequent events or
circumstances.







                                      -15-
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is a party to various legal proceedings arising in the ordinary
course of business. In the opinion of management of the Company, however, there
are no legal proceedings pending against the Company likely to have a material
adverse effect on the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

A)   EXHIBITS

3.    CERTIFICATE OF INCORPORATION AND BY-LAWS.

3.1   Restated Certificate of Incorporation of the Company as of December 14,
      1998 is incorporated by reference to Exhibit 3.1 to the report on Form
      10-Q for the quarter ended June 30, 1999.

3.2   Restated By-Laws of the Company as of December 14, 1998 are incorporated
      by reference to Exhibit 3.2 to the report on Form 10-Q for the quarter
      ended June 30, 1999.

10.   MATERIAL CONTRACTS.

10.1  Stock and Asset Transfer Agreement, dated December 2, 1998, between CBS
      Broadcasting Inc. and the Company is incorporated by reference to Exhibit
      10.1 to the Company's Registration Statement No. 333-63727 on Form S-1,
      Amendment No. 4, filed with the Securities and Exchange Commission on
      December 4, 1998.

10.2  Stock and Transfer Agreement, dated December 3, 1998, between CBS
      Corporation and the Company is incorporated by reference to Exhibit 10.2
      to the Company's Registration Statement No. 333-63727 on Form S-1,
      Amendment No. 4, filed with the Securities and Exchange Commission on
      December 4, 1998.

10.3  Intercompany Agreement between CBS Corporation and the Company is
      incorporated by reference to Exhibit 10(x) to the report on Form 10-K of
      CBS Corporation for the year ended December 31, 1998.

10.4  Tax Sharing Agreement between CBS Corporation and the Company is
      incorporated by reference to Exhibit 10(y) to the report on Form 10-K of
      CBS Corporation for the year ended December 31, 1998.

10.5  $4.0 billion Credit Agreement among CBS Corporation, the Lenders parties
      thereto, Nationsbank, N.A. and the Toronto-Dominion Bank, as Syndication
      Agents, The Chase Manhattan Bank as Documentation Agent, and Morgan
      Guaranty Trust Company of New York, as Administrative Agent, dated August
      29, 1996, is incorporated herein by reference to Exhibit 10(1) to the
      report on Form 10-Q of CBS Corporation for the quarter ended September 30,
      1996.

10.6  First Amendment, dated January 29, 1997, to the CBS Corporation Credit
      Agreement, dated August 29, 1996, among CBS Corporation, the Lenders
      parties thereto, Nationsbank, N.A. and The Toronto-Dominion Bank as
      Syndication Agents, The Chase Manhattan bank as Documentation Agent, and
      Morgan Guaranty Trust Company of New York as Administrative Agent, is
      incorporated herein by reference to Exhibit 10(p) to the report on Form
      10-Q of CBS Corporation for the quarter ended March 31, 1997.

10.7  Second Amendment, dated March 21, 1997, to the CBS Corporation Credit
      Agreement, dated August 29, 1996, as amended by the First Amendment
      thereto dated January 29, 1997, among CBS Corporation, the Subsidiary
      Borrowers parties thereto, the Lenders parties thereto, Nationsbank, N.A.
      and The Toronto-Dominion Bank as Syndication Agents, The Chase Manhattan
      Bank As Documentation Agent, and Morgan Guaranty Trust Company of New York
      as Administrative Agent, is incorporated herein by reference to Exhibit
      10(q) to the report on Form 10-Q of CBS Corporation for the quarter ended
      March 31, 1997.

10.8  Third Amendment, dated March 3, 1998, to the CBS Corporation Credit
      Agreement, dated August 29, 1996, as amended by the First Amendment
      thereto dated January 29, 1997, as amended by the Second Amendment thereto
      dated March 21, 1997 among CBS Corporation, the Subsidiary Borrowers
      parties thereto, the Lenders parties thereto, Nationsbank, N.A. and The
      Toronto-Dominion Bank as Syndication Agents, The Chase Manhattan Bank as
      Documentation Agent, and Morgan Guaranty Trust Company of New York as
      Administrative Agent, is incorporated herein by reference to Exhibit 10(x)
      to the report on Form 10-Q of CBS Corporation for the quarter ended March
      31, 1998.

10.9  Fourth Amendment, dated February 26, 1999, to the CBS Corporation Credit
      Agreement, dated August 29, 1996, as amended by the First, Second, and
      Third Amendments, dated January 29, 1997, March 21, 1997 and March 3,
      1999, respectively, among CBS Corporation, the Subsidiary Borrowers
      parties thereto, the Lenders parties thereto, Nationsbank, N.A. and The
      Toronto-Dominion Bank as Syndication Agents, The

                                      -16-
<PAGE>

        Chase Manhattan Bank as Documentation Agent, and Morgan Guaranty Trust
        Company of New York as Administrative Agent.

10.10   Management Agreement, dated March 30, 1999, between the Company and
        Westwood One, Inc., is incorporated herein by reference to Exhibit 10.17
        to the report on Form 8-K of Westwood One, Inc., filed with the
        Securities and Exchange Commission on June 4, 1999.

10.11   Amended and Restated Representation Agreement, dated March 30, 1999,
        between the Company and Westwood One, Inc., is incorporated herein by
        reference to Exhibit 10.18 to the report on Form 8-K of Westwood One,
        Inc., filed with the Securities and Exchange Commission on June 4, 1999.

10.12*  Employment Agreement, entered into on June 20, 1996 and effective
        December 1996, between CBS Corporation and Mel Karmazin, is incorporated
        herein by reference to Exhibit 10(s) to the report on Form 10-Q of CBS
        Corporation for the quarter ended March 31, 1997.

10.13*  Employment Agreement entered into on May 22, 1996, effective November
        28, 1995 and amended January 29, 1997, between CBS Broadcasting Inc. and
        Daniel Mason, is incorporated by reference to Exhibit 10.13 to the
        Company's Registration Statement No. 333-63727 on Form S-1, Amendment
        No. 4, filed with the Securities and Exchange Commission on December 4,
        1998.

10.14*  Restated Employment Agreement, dated December 1, 1998, between TDI
        Worldwide, Inc. and William Apfelbaum, is incorporated by reference to
        Exhibit 10.14 to the Company's Registration Statement No. 333-63727 on
        Form S-1, Amendment No. 4, filed with the Securities and Exchange
        Commission on December 4, 1998.

10.15*  The CBS Corporation 1991 Long-Term Incentive Plan, as amended to July
        28, 1999.

10.16*  The CBS Corporation 1993 Long-Term Incentive Plan, as amended to July
        28, 1999.

10.17*  1998 Long-Term Incentive Plan of the Company, as amended to April 1,
        1999.

10.18*  Executive Annual Incentive Plan of the Company is incorporated by
        reference to Exhibit 10.18 to the Company's Registration Statement No.
        333-63727 on Form S-1, Amendment No. 4, filed with the Securities and
        Exchange Commission on December 4, 1998.

10.19*  The CBS Corporation Annual Performance Plan, as amended to July 28,
        1999.

10.20*  The Westinghouse Executive Pension Plan, as amended to July 28, 1999.

10.21*  The CBS Corporation 1998 Executive Annual Incentive Plan is incorporated
        herein by reference to Exhibit A to the Proxy Statement of CBS
        Corporation filed March 25, 1998.

10.22   Form of Trademark License Agreement between CBS Worldwide Inc. and the
        Company is incorporated by reference to Exhibit 10.24 to the Company's
        Registration Statement No. 333-63727 on Form S-1, Amendment No. 4, filed
        with the Securities and Exchange Commission on December 4, 1998.

10.23   Form of Trademark License Agreement between CBS Broadcasting Inc. and
        the Company is incorporated by reference to Exhibit 10.25 to the
        Company's Registration Statement No. 333-63727 on Form S-1, Amendment
        No. 4, filed with the Securities and Exchange Commission on December 4,
        1998.

10.24   Form of Trademark License Agreement between CBS Corporation and the
        Company is incorporated by reference to Exhibit 10.26 to the Company's
        Registration Statement No. 333-63727 on Form S-1, Amendment No. 4, filed
        with the Securities and Exchange Commission on December 4, 1998.

10.25*  The Infinity Broadcasting Corporation Stock Plan for Directors is
        incorporated by reference to Exhibit 10.25 to Form 10-K for the year
        ended December 31, 1998.

10.26   Agreement and Plan of Merger, dated May 27, 1999, among the Company,
        Burma Acquisition Corp. and Outdoor Systems, Inc., is incorporated
        herein by reference to Exhibit 99.1 to the report on Form 8-K of Outdoor
        Systems, Inc., filed with the Securities and Exchange Commission on June
        3, 1999.

10.27   Amendment No.1, dated June 16, 1999, to the Agreement and Plan of
        Merger, dated May 27, 1999, among the Company, Burma Acquisition Corp.
        and Outdoor Systems, Inc., is incorporated herein by reference to
        Exhibit 99.2 to the Company's report on Form 8-K, filed with the
        Securities and Exchange Commission on June 25, 1999.

10.28   Stockholders Agreement, dated May 27, 1999, among the Company, William
        S. Levine, Arturo R. Moreno, Carole D. Moreno, Levine Investments
        Limited Partnership and BRN Properties Limited Partnership, is
        incorporated herein by reference to Exhibit 99.2 to the report on Form
        8-K of Outdoor Systems, Inc., filed with the Securities and Exchange
        Commission on June 3, 1999.

10.29   Amendment No.1, dated July 15, 1999, to the Stockholders Agreement,
        dated May 27, 1999, among the Company and the stockholders named in the
        agreement, is incorporated herein by reference to Exhibit 2.4 to the
        Company's Registration Statement No. 333-88363 on Form S-4, filed with
        the Securities and Exchange Commission on October 4, 1999.

                                      -17-
<PAGE>

10.30   Voting Agreement, dated May 27, 1999, between CBS Broadcasting Inc. and
        Outdoor Systems, Inc., is incorporated herein by reference to Exhibit
        99.3 to the report on Form 8-K of Outdoor Systems, Inc., filed with the
        Securities and Exchange Commission on June 3, 1999.

27.     FINANCIAL DATA SCHEDULE.

27.1    Financial Data Schedule.

---------------
* Identifies management contract or compensatory plan or arrangement.

















                                      -18-
<PAGE>

B) REPORTS ON FORM 8-K

A Current Report on Form 8-K (Item 5), filed with the Securities and Exchange
Commission on September 13, 1999, announcing that Bruce S. Gordon was elected as
a member of the Company's board of directors.












                                      -19-
<PAGE>

                                    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, thereunto duly authorized, on the 12th day of November 1999.



                                   INFINITY BROADCASTING CORPORATION

                                   By: /s/ FARID SULEMAN
                                       --------------------------------------
                                                  FARID SULEMAN
                                          EXECUTIVE VICE PRESIDENT, CHIEF
                                          FINANCIAL OFFICER AND TREASURER

















                                      -20-