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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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April 13, 201212, 2013

Dear Stockholder:

              You are cordially invited to attend the 20122013 Annual Meeting of Stockholders of CBS Corporation (the "Annual Meeting"), which will be held at the Equitable Center, 787 Seventh Avenue (at 51st Street), New York, New York 10019CBS Television City, 7800 Beverly Boulevard, Los Angeles, California 90036, at 10:00 a.m., EasternPacific Daylight Time, on Thursday, May 24, 2012.23, 2013. Holders of CBS Corporation Class A Common Stock are being asked to vote on the matters listed in the attached Notice of 20122013 Annual Meeting of Stockholders.

              If you hold shares of the Company's Class A Common Stock, please cast your vote promptly to ensure that your shares will be voted at the Annual Meeting. You may vote by telephone or through the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials or in the 20122013 Proxy Statement. You may also submit your vote by returning a proxy card or voting instruction card, if you received a printed copy of proxy materials by request. If you attend the Annual Meeting, you may vote your shares in person.

              National Amusements, Inc., which as of March 30, 201228, 2013 beneficially owned shares of the Company's Class A Common Stock representing approximately 79.1%79.7% of the voting power of CBS Corporation's common stock, has advised CBS Corporation that it intends to vote all of its shares of the Company's Class A Common Stock in accordance with the recommendations of the Board of Directors on both Items 1, 2 and 23 in the attached Notice. Therefore, approval of those matters 1, 2 and 3, in accordance with the Board's recommendations, is assured.

              If you wish to attend the Annual Meeting in person, you will need tomust be a holder of Company common stock as of the record date (March 28, 2013) and request an admission ticket in advance. Each such holder eligible to attend the Annual Meeting may bring one guest. If you are a registered holder of the Company's Class A Common Stock, you can request a ticket when you vote by telephone or through the Internet, or by marking the appropriate box on the proxy card (if you requested a printed copy of proxy materials). If you are a registered holder of the Company's Class B Common Stock or you hold shares of the Company's Class A or Class B Common Stock in a brokerage account, you can request a ticket by sending a written request along with proof of ownership, such as your brokerage firm account statement as of the record date (March 28, 2013), to Director, Shareholder Relations, CBS Corporation, 51 West 52nd Street, New York, New York 10019.

              Upon arrival at the Annual Meeting, you will be asked to present an admission ticket and all meeting attendees will be asked to present a current government-issued picture identification (such as a driver's license or passport) to enter the meeting. The Company may implement security procedures as it deems appropriate to ensure the safety of meeting attendees.

              If you have elected to receive paper copies of the Company's proxy statements, annual reports and other materials relating to the Annual Meeting and want to elect to receive these documents electronically next year instead of by mail, please go tohttp://enroll.icsdelivery.com/cbs and follow the instructions to enroll. We highly recommend that you consider electronic delivery of these documents as it helps to lower the Company's costs and reduce the amount of paper mailed to your home.

              We appreciate your interest in and support of CBS Corporation and look forward to seeing you at the Annual Meeting.

SUMNER M. REDSTONE Executive Chairman and Founder		LESLIE MOONVES President and Chief Executive Officer

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CBS CORPORATION

NOTICE OF 20122013 ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT

To CBS Corporation Stockholders:

              The 20122013 Annual Meeting of Stockholders (the "Annual Meeting") of CBS Corporation (the "Company") will be held at the Equitable Center, 787 Seventh Avenue (at 51st Street), New York, New York 10019CBS Television City, 7800 Beverly Boulevard, Los Angeles, California 90036, at 10:00 a.m., EasternPacific Daylight Time, on Thursday, May 24, 2012.23, 2013. The principal business of the meeting will be the consideration of the following matters:

1.

The election of 14 directors;



2.

The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for fiscal year 2012;2013;



3.

A proposal to approve an amendment and restatement of the CBS Corporation 2009 Long-Term Incentive Plan; and



3.4.

Such other business as may properly come before the Annual Meeting or any adjournment thereof.

              The close of business on March 30, 201228, 2013 has been fixed as the record date for determining the holders of shares of CBS Corporation Class A Common Stock entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. For a period of at least 10 days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be open to the examination of any stockholder during ordinary business hours at the Company's corporate headquarters located at 51 West 52nd Street, New York, New York 10019.

		By order of the Board of Directors,
		ANGELINE C. STRAKA Secretary

April 13, 201212, 2013

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CBS CORPORATION
20122013 PROXY STATEMENT

VOTING AND SOLICITATION OF PROXIES

Solicitation of Proxies

              A proxy is being solicited by the Board of Directors of CBS Corporation, a Delaware corporation ("CBS Corporation" or the "Company"), for use at the 20122013 Annual Meeting of Stockholders (the "Annual Meeting") to be held on Thursday, May 24, 201223, 2013 at 10:00 a.m., EasternPacific Daylight Time. The close of business on March 30, 201228, 2013 is the record date for determining the record holders of the Company's Class A Common Stock, par value $0.001 per share, entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. Holders of the Company's non-voting Class B Common Stock, par value $0.001 per share, are not entitled to vote at the Annual Meeting or any adjournment thereof.

              As of March 30, 2012,28, 2013, the Company had outstanding 43,444,10241,557,888 shares of its Class A Common Stock, each of such shares being entitled to one vote, and 605,885,323571,411,252 non-voting shares of its Class B Common Stock (together with the Company's Class A Common Stock, the "Common Stock").

Internet Availability of Proxy Materials

              In accordance with Securities and Exchange Commission ("SEC") rules, instead of mailing to stockholders a printed copy of the Company's proxy statement, annual report and other materials relating to the Annual Meeting ("proxy materials"), the Company intends to mail to stockholders a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability"), which advises that the proxy materials are available on the Internet. The Company intends to commence its distribution of the Notice of Internet Availability on or about April 13, 2012.12, 2013. Stockholders receiving a Notice of Internet Availability by mail will not receive a printed copy of proxy materials, unless they so request. Instead, the Notice of Internet Availability will instruct stockholders as to how they may access and review proxy materials on the Internet. Stockholders who receive a Notice of Internet Availability by mail who would like to receive a printed copy of the Company's proxy materials, including a proxy card or voting instruction card, should follow the instructions for requesting these materials included in the Notice of Internet Availability. Stockholders who currently receive printed copies of proxy materials who would like to receive future copies of these documents electronically instead of by mail should follow the instructions for requesting electronic delivery set forth in the "Other Matters" section in this proxy statement.

Submission of Proxies

              TheEach of the persons named in the proxy card and on the Company's voting website atwww.proxyvote.com (the "proxy holders") have, individually and with the power to appoint his substitute, has been designated by the Company's Board of Directors to vote the shares represented by proxy at the Annual Meeting. The proxy holders are officers of the Company. They will vote the shares represented by each valid and timely received proxy in accordance with the stockholder's instructions, or if no instructions are specified, the shares represented by the proxy will be voted in accordance with the recommendations of the Board of Directors as described in this proxy statement. If any other matter properly comes before the Annual Meeting, the proxy holders will vote on that matter in their discretion.

              Registered holders of the Company's Class A Common Stock may submit a proxy in the following ways:

•

By Internet: Registered holders of record may accesswww.proxyvote.com, with the Notice of Internet Availability in hand (or, if a printed copy of proxy materials was received by

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request, the proxy card in hand), and follow the instructions. The Internet proxy must be received no later than 11:59 p.m., Eastern Daylight Time, on May 23, 2012.22, 2013.

•

By Telephone: Registered holders of record living in the United States or Canada may use any touch-tone telephone to call 1-800-690-6903, with the Notice of Internet Availability in hand (or, if a printed copy of proxy materials was received by request, the proxy card in hand), and follow the recorded instructions. The telephone proxy must be received no later than 11:59 p.m., Eastern Daylight Time, on May 23, 2012.22, 2013.



•

By Mail: Registered holders of record who received a printed copy of proxy materials by request may complete, sign and date the proxy card and return it in the envelope provided, so that it is received prior to the Annual Meeting.

              "Beneficial holders" (defined below) will receive voting materials, including instructions on how to vote, directly from the holder of record.

              Shares Held in the Company's 401(k) Plan.    Voting instructions relating to shares of the Company's Class A Common Stock held in the Company's 401(k) plan must be received no later than11:59 p.m., Eastern Daylight Time, on May 22, 201221, 2013, so that the trustee of the plan (who votes the shares on behalf of plan participants) has adequate time to tabulate the voting instructions. Shares held in the 401(k) plan that are not voted or for which the trustee does not receive timely voting instructions will be voted by the trustee in the same proportion as the shares held in the plan that are timely voted.

              Voting Other than by Proxy.    While the Company encourages holders of its Class A Common Stock to vote by proxy, holders of the Company's Class A Common Stock (other than shares held in the 401(k) plan) also have the option of voting their shares in person at the Annual Meeting. Some holders of the Company's Class A Common Stock hold their shares in "street name" through a broker or other nominee and are therefore known as "beneficial holders." If shares of Class A Common Stock are held for a beneficial holder in a brokerage, bank or other institutional account, then the beneficial holder must obtain a proxy from that entity and bring it to the Annual Meeting in order to vote the shares at the Annual Meeting.

Revocation of Proxies

              A proxy may be revoked before the voting deadline by sending written notice to Angeline C. Straka, Secretary, CBS Corporation, 51 West 52nd Street, New York, NY 10019, or by submission (including telephonic or Internet submission) of a proxy bearing a later date than the proxy being revoked to Proxy Services, P.O. Box 9111, Farmingdale, NY 11735-9543. Revocations made by telephone or through the Internet must be received by11:59 p.m., Eastern Daylight Time, on May 23, 201222, 2013. A holder may also revoke a proxy by voting in person at the Annual Meeting.

              Shares Held in the Company's 401(k) Plan.    Voting instructions relating to shares of the Company's Class A Common Stock held in the Company's 401(k) plan may be revoked prior to11:59 p.m., Eastern Daylight Time, on May 22, 201221, 2013, by sending written notice to Angeline C. Straka, Secretary, CBS Corporation, 51 West 52nd Street, New York, NY 10019, or by timely submission (including telephonic or Internet submission) of voting instructions bearing a later date than the voting instructions being revoked to Proxy Services, P.O. Box 9111, Farmingdale, NY 11735-9543.

Quorum

              Under the Company's Amended and Restated Bylaws, the holders of a majority of the aggregate voting power of the Company's Class A Common Stock outstanding on the record date, present in person or represented by proxy at the Annual Meeting, shall constitute a quorum.

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Abstentions and broker non-votes will be treated as present for purposes of determining the presence of a quorum.

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Matters to Be Considered at the Annual Meeting

              The Board of Directors recommends a vote FOR each of the following matters:

1.

The election of each of the 14 nominated directors; and



2.

The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm ("independent auditor") for fiscal year 2012.2013; and



3.

A proposal to approve an amendment and restatement of the CBS Corporation 2009 Long-Term Incentive Plan.

              The affirmative vote of the holders of a majority of the aggregate voting power of the Company's Class A Common Stock present in person or represented by proxy at the Annual Meeting ("majority vote") is required to elect each of the 14 nominated directors and to approve ItemItems 2 and 3 set forth above. An abstention with respect to any matter will have the effect of a vote against such matter.

              Under the rules of the New York Stock Exchange ("NYSE"), a broker or other nominee holding shares of the Company's Class A Common Stock on behalf of a beneficial holder may not be permitted to exercise voting discretion with respect to some matters to be acted upon at stockholders' meetings. Therefore, if a beneficial holder does not give the broker or nominee specific voting instructions, the holder's shares may not be voted on those matters and a broker non-vote will occur. Under the rules of the NYSE, brokers or nominees may vote on the matter listed as Item 2 above, but not on the mattermatters listed as ItemItems 1 and 3 above, if they do not receive instructions from the beneficial holder of the shares held in street name. A broker non-vote will have no effect on the voting results for ItemItems 1 and 3 above.

              As of March 30, 2012,28, 2013, National Amusements, Inc. ("National Amusements") beneficially owned directly and indirectly through its wholly owned subsidiary, NAI Entertainment Holdings LLC ("NAI EH"), approximately 79.1%79.7% of the Company's outstanding Class A Common Stock and approximately 6.2%6.5% of the Company's outstanding Class A Common Stock and Class B Common Stock on a combined basis. Sumner M. Redstone, the controlling stockholder of National Amusements, is Executive Chairman and Founder of the Company. National Amusements has advised the Company that it intends to vote all of its shares of the Company's Class A Common Stock in favor of each of Items 1, 2 and 23 above. Such action by National Amusements will be sufficient to constitute a quorum and to approve each of the matters.

Cost of Proxy Solicitation and Inspector of Election

              The Company will pay the cost of the solicitation of proxies, including the preparation, printing and mailing of the Notice of Internet Availability and, as applicable, this proxy statement and the related materials. The Company will furnish copies of the Notice of Internet Availability and, if requested, this proxy statement and related materials to banks, brokers, fiduciaries and custodians that hold shares on behalf of beneficial holders so that they may forward the materials to the beneficial holders. IVS Associates, Inc. will serve as the independent inspector of election for the Annual Meeting.

Mailing Address

              The Company's mailing address is 51 West 52nd Street, New York, NY 10019.

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CORPORATE GOVERNANCE

              CBS Corporation's corporate governance practices are established and monitored by its Board of Directors (the "Board"). The Board, with assistance from its Nominating and Governance Committee, regularly assesses CBS Corporation's governance practices in light of legal requirements and governance best practices. In several areas, CBS Corporation's practices go beyond the requirements of the NYSE corporate governance listing standards (the "NYSE listing standards"). For example, despite being a "controlled company" (i.e., a company of which more than 50% of the voting power is held by an individual or another company), CBS Corporation has a majority of independent directors on its Board and has an independent Compensation Committee and an independent Nominating and Governance Committee, none of which is required for controlled companies under the NYSE listing standards.

              CBS Corporation's principal governance documents are as follows:

•

Corporate Governance Guidelines



•

Board Committee Charters:



•

Audit Committee Charter



•

Compensation Committee Charter



•

Nominating and Governance Committee Charter



•

Business Conduct Statement



•

Supplemental Code of Ethics for Senior Financial Officers

              These documents are available on the Company's public website atwww.cbscorporation.com, and copies of these documents may also be requested by writing to Investor Relations, CBS Corporation, 51 West 52nd Street, New York, NY 10019. The Company encourages its stockholders to read these documents, as we believe they illustrate CBS Corporation's commitment to good governance practices. Certain key provisions of these documents are summarized below.

Corporate Governance Guidelines

              CBS Corporation's Corporate Governance Guidelines (the "Guidelines") set forth the Company's corporate governance principles and practices on a variety of topics, including the responsibilities, composition and functioning of the Board, director qualifications, and the roles of the Board Committees. The Guidelines are periodically reviewed and updated as needed. The Guidelines provide, among other things, that:

•

A majority of the members of the Board must be independent as determined under the NYSE listing standards and the standards set forth in the Guidelines;



•

All of the members of the Audit, Compensation, and Nominating and Governance Committees must be independent;



•

Separate executive sessions of the non-management directors and independent directors must be held a minimum number of times each year;



•

The Board, acting on the recommendation of the Nominating and Governance Committee, shall determine whether a director candidate's service on more than three other public company boards of directors is consistent with service on the Board;



•

Director compensation will be established in light of the policies set forth in the Guidelines;

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•

Within three years of joining the Board, directors are expected to own shares of Common Stock having a market value of at least three times the cash annual retainer fee paid to them, in accordance with the Guidelines;



•

The Board will hold an annual self-evaluation to assess its effectiveness; and



•

The Compensation Committee and the Nominating and Governance Committee will together review periodically succession planning and report to the non-management directors on these reviews.

Board Committee Charters

              Each Board Committee operates under a written charter that has been adopted by the Board. The Company has three standing Committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Committee charters set forth the purpose, objectives and responsibilities of each Committee and discuss matters such as Committee membership requirements, number of meetings and the setting of meeting agendas. The charters are assessed at least every other year, or more frequently as the applicable Committee may determine, and are updated as needed. More information on the Committees, their respective roles and responsibilities and their charters can be found under "CBS Corporation's Board of Directors—Board Committees."

Business Conduct Statement

              The Company's Business Conduct Statement ("BCS") sets forth the Company's standards for ethical conduct that are expected of all directors and employees of the Company. The BCS is available on the Company's website atwww.cbscorporation.com and on the Company's intranet sites and also has been distributed to the Company's employees and directors. As part of the Company's compliance and ethics program, directors and full-time employees are required to certify as to their compliance with the BCS and, on an ongoing basis, must disclose any potential conflicts of interest. The Company has also implemented an online BCS training program. The BCS addresses, among other things, topics such as:

•

Compliance with laws, rules and regulations, including the Foreign Corrupt Practices Act;



•

Conflicts of interest, including the disclosure of potential conflicts to the Company;



•

Confidentiality, insider information and trading, and fair disclosure;



•

Financial accounting and improper payments;



•

The Company's commitment to providing equal employment opportunities and a bias-free and harassment-free workplace environment;



•

Fair dealing and relations with competitors, customers and suppliers;



•

Health, safety and the environment; and



•

Political contributions and payments.

              The BCS provides numerous avenues for employees to report violations of the BCS or matters of concern, whether anonymously or with attribution, to the appropriate officers of the Company and/or the Audit Committee. These avenues include a telephone hotline, email contacts or direct communication with the Company's compliance officers. The BCS also provides that the Company will protect anyone who makes a good faith report of a violation of the BCS and that retaliation against an employee who makes a good faith report will not be tolerated.

              Waivers of the BCS for the Company's executive officers or directors will be disclosed on the Company's website atwww.cbscorporation.com or by Form 8-K filed with the SEC.

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Supplemental Code of Ethics for Senior Financial Officers

              The Supplemental Code of Ethics is applicable to the Company's Executive Chairman, President and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Supplemental Code of Ethics, which is available on the Company's website atwww.cbscorporation.com, addresses matters specific to those senior financial positions in the Company, including responsibility for the disclosures made in CBS Corporation's filings with the SEC, reporting obligations with respect to certain matters and a general obligation to promote honest and ethical conduct within the Company. The senior financial officers are also required to comply with the BCS. Amendments to or waivers of the Supplemental Code of Ethics for these officers will be disclosed on the Company's website atwww.cbscorporation.com or by Form 8-K filed with the SEC.

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CBS CORPORATION'S BOARD OF DIRECTORS

              The Company's Board of Directors is currently comprised of 14 members: David R. Andelman, Joseph A. Califano, Jr., William S. Cohen, Gary L. Countryman, Charles K. Gifford, Leonard Goldberg, Bruce S. Gordon, Linda M. Griego, Arnold Kopelson, Leslie Moonves, Doug Morris, Shari Redstone, Sumner M. Redstone and Frederic V. Salerno. All of the current members of the Board were elected at the Company's 20112012 Annual Meeting of Stockholders.

              During 2011,2012, the Board held 98 meetings and also acted by unanimous written consent. Each incumbent director attended at least 75% of the meetings of the Board and Committees on which such director served during 2011.2012. In addition to Board and Committee meetings, directors are expected to attend the Annual Meeting, and all of the directors standing for election in 20112012, except for one, were present at the Company's 20112012 Annual Meeting of Stockholders.

              In accordance with the Guidelines and the NYSE listing standards, the non-management directors meet separately, without directors who are Company employees, at least two times each year, and at such other times as they deem appropriate. The independent directors also meet separately, without those directors who are not independent as determined by the Board, at least two times each year, and at such other times as they deem appropriate. The members of the Nominating and Governance Committee preside at meetings of the non-management directors and independent directors on a rotating basis. During 2011,2012, the non-management directors met seven times, and the independent directors met seven times.

Director Independence

              The Company's Guidelines provide that a majority of the Company's directors must be independent of the Company, as "independence" is defined in the NYSE listing standards and in the Guidelines. The NYSE listing standards set forth five "bright-line" tests that require a finding that a director is not independent if the director fails any of the tests. In addition, the NYSE listing standards provide that a director is not independent unless the Board affirmatively determines that the director has no "material relationship" with the Company. The Guidelines set forth categorical standards to assist the Board in determining what constitutes a "material relationship" with the Company. Generally under these categorical standards, the following relationships are deemed not to be material:

•

The types of relationships identified by the NYSE listing standards' "bright-line" tests, if they occurred more than five years ago (the Board will review any such relationship if it occurred more than three but less than five years ago);



•

A relationship whereby the director has received, or an immediate family member of the director has received for service as an executive officer, less than $120,000 in direct compensation from the Company during any 12-month period within the last three years; and



•

A relationship where the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of the following:



•

a company that made payments to, or received payments from, the Company for property or services in an amount that, in any of the last three fiscal years, is less than 1% of such company's annual consolidated gross revenues;



•

a company which is either indebted to or a creditor of the Company in an amount that is less than 1% of such indebted company's total consolidated assets; and



•

a tax-exempt organization that received contributions from the Company in the prior fiscal year in an amount less than the greater of $500,000 or 1% of that organization's consolidated gross revenues.

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              For relationships that exceed the thresholds described above, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by the directors who are independent. In addition, the Guidelines state that, generally, the types of relationships not addressed by the NYSE listing standards or described in the Guidelines will not cause an otherwise independent director to be considered not independent. However, the Board may determine that a director is not independent for any reason it deems appropriate.

              The full text of the Guidelines is available on the Company's website atwww.cbscorporation.com.

              In February 2012,2013, the Nominating and Governance Committee reviewed the independence of the 14 director nominees standing for election at the Annual Meeting to determine its recommendation regarding which nominees meet the independence standards outlined above. The Board, based on its review and the recommendation of the Nominating and Governance Committee, determined that 9 of the 14 nominees are independent. The independent director nominees are Messrs. Califano, Cohen, Countryman, Gifford, Gordon, Kopelson, Morris and Salerno and Ms. Griego.

              During its review, in determining that the director nominees named above are independent, the Board considered the transactions disclosed under "Related Person Transactions," all of which the Board determined were immaterial to, and would not impair, each such director's independence. The Board also considered that the Company and its subsidiaries in the ordinary course of business have, during the past three years, sold products and services to, and/or purchased products and services from, persons and companies and other entities, of which certain directors were executive officers or principals during 2011,2012, and determined that all of these transactions were below the threshold for relationships deemed to be immaterial under the Guidelines.

Board Leadership Structure

              The Company's Board of Directors separates its Board chairman and principal executive officer positions. The Company believes that this structure is most appropriate for the Company, since the two positions serve different functions. The Company's Executive Chairman provides leadership as chairman of the board and strategic oversight of the Company. He is uniquely suited for this position, given his history with the Company as a principal participant in the establishment of the Company and as a stockholder who has maintained, through National Amusements, a controlling ownership position since that time. The Company's Chief Executive Officer is responsible for the day-to-day supervision, management and control of the business and affairs of the Company and serves as a bridge between management and the Board to support the alignment of the goals of both. In addition, the Board has appointed a Vice Chair whose responsibilities include the duties set forth in the Company's Bylaws. In support of the independent oversight of management, the non-management directors and, separately, the independent directors routinely meet and hold discussions without management present. While the Company does not maintain a written succession plan with respect to the Executive Chairman, in accordance with the Guidelines, the Compensation Committee and the Nominating and Governance Committee will together review periodically succession planning for the Executive Chairman, and others, and report to the non-management directors on these reviews.

Board Risk Oversight

              The Company's Board of Directors has overall responsibility for the oversight of the Company's risk management process. The Board carries out its oversight responsibility directly and through the delegation to its Committees of responsibilities related to the oversight of certain risks, as follows:

•

The Audit Committee, as part of its internal audit and independent auditor oversight, is responsible for reviewing the Company's risk assessment and risk management practices and

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discusses risks as they relate to its review of the Company's financial statements, the




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evaluation of the effectiveness of internal control over financial reporting, compliance with legal and regulatory requirements, and the performance of the internal audit function, among other responsibilities set forth in the Committee's charter.

•

The Compensation Committee monitors risks associated with the design and administration of the Company's compensation programs, including its performance-based compensation programs, to promote an environment which does not encourage unnecessary and excessive risk-taking by the Company's employees. The Committee also reviews risks related to management resources, including the depth of the Company's senior management. In view of this oversight and based on management's assessment, the Company does not believe that its employee compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.



•

The Nominating and Governance Committee oversees risk as it relates to monitoring developments in law and practice with respect to the Company's corporate governance processes and in reviewing related person transactions.

              Each of these Committees reports regularly to the Board on these risk-related matters, among other items within its purview. On an annual basis, the Board conducts strategy sessions, which include presentations from economic, political and industry experts, among others, on matters affecting the Company, to assist the Board and management in preparing and implementing strategic initiatives, including risk management. In addition, the Board and Committees receive regular reports from management that include matters affecting the Company's risk profile, including, among others, operations reports from the Chief Executive Officer and from division heads, all of which include strategic and operational risks; reports from the Chief Financial Officer and Chief Accounting Officer on credit and liquidity risks and on the integrity of internal controls over financial reporting; reports from the General Counsel on legal risks and material litigation; and reports on internal audit activities from the Senior Vice President, Internal Audit. The Audit Committee also receives periodic reports from the Company's Chief Compliance Officer on the Company's compliance program and from the Senior Vice President, Internal Audit on the internal audit plan for the upcoming fiscal year, the scope of which is to determine the adequacy and function of the Company's risk management, control and governance processes. Outside of formal meetings, Board members have regular access to senior executives, including the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, General Counsel and Executive Vice President, Human Resources and Administration. The Committee and management reports, strategy sessions and real-time management access collectively provide the Board with integrated insight on the Company's management of its risks.




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Board Committees

              The following chart sets forth the current membership of each Board Committee. The Board reviews and determines the membership of the Committees at least annually.

		Committee				Members
		Audit Committee				Gary L. Countryman, Chair Joseph A. Califano, Jr. Linda M. Griego Frederic V. Salerno
		Compensation Committee				Charles K. Gifford, Chair William S. Cohen Bruce S. Gordon Doug Morris
		Nominating and Governance Committee				Joseph A. Califano, Jr., Chair Gary L. Countryman Charles K. Gifford

              During 2011,2012, the Audit Committee held 6 meetings, the Compensation Committee held 510 meetings and the Nominating and Governance Committee held 76 meetings. Information about the Committees, including their respective roles and responsibilities and charters, is set forth below.

Audit Committee

              The Audit Committee Charter provides that the Audit Committee will be comprised of at least three members and that all of the members on the Committee must be independent directors. Also, the Committee must have at least one "audit committee financial expert" (as described below) and all Committee members must be financially literate. The Committee holds at least five regular meetings each year, and it regularly meets separately at these meetings with the independent auditor, the Company's General Counsel, its Senior Vice President of Internal Audit and other members of the Company's senior management. The Committee is responsible for the following, among other things:

•

The appointment, retention, termination, compensation and oversight of the Company's independent auditor, including reviewing with the independent auditor the scope of the audit plan and audit fees;



•

Reviewing the Company's financial statements and related disclosures, including with respect to internal control over financial reporting;



•

Oversight of the Company's internal audit function; and



•

Oversight of the Company's compliance with legal and regulatory requirements.

              For additional information on the Committee's role and its oversight of the independent auditor during 2011,2012, see "Report of the Audit Committee."

              Audit Committee Financial Experts.    The Board has determined that all of the members of the Audit Committee are "financially literate," as that term is interpreted by the Board in its business judgment. In addition, the Board has determined that two members of the Audit Committee, including Mr. Countryman (Chair), qualify as "audit committee financial experts," as that term is defined in the regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act").

Compensation Committee

              The Compensation Committee Charter provides that the Compensation Committee will be comprised of at least three members, except that the Committee is deemed to be properly constituted




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with at least two members in the event of a vacancy until the Board fills the vacancy. The Charter also




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provides that all of the members on the Committee must be independent directors and that the Committee shall also satisfy the relevant requirements established pursuant to regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The Committee holds at least four regular meetings each year and is responsible for the following, among other things:

•

Adopting and periodically reviewing the Company's compensation philosophy, strategy and principles regarding the design and administration of the Company's compensation programs;



•

Reviewing and approving the total compensation packages for the Executive Chairman, the President and Chief Executive Officer, the Company's other executive officers, and other senior executives identified by the Committee after consultation with the Company's Chief Executive Officer and Executive Vice President, Human Resources and Administration, and, in certain instances, other persons among the Company's most highly compensated executives (excluding "Talent," as such term is currently used in the media or entertainment industries) (collectively, the "senior executives"); and



•

Overseeing the administration of the Company's incentive compensation plans (including the bonus plan for executives subject to Section 162(m) of the Code) and its equity-based compensation plans.

              Consideration and Determination of Executive Compensation.    The Compensation Committee reviews all components of senior executives' compensation, including base salary, annual and long-term incentives and severance arrangements. In approving compensation for the senior executives (other than Messrs. Redstone and Moonves), the Committee considers the input and recommendations of Mr. Moonves with respect to the senior executives' performances, Mr. Briskman with respect to those senior executives who report directly to him and Mr. Ianniello with respect to those senior executives who report directly to him. With respect to Messrs. Redstone and Moonves, the Committee reviews and approves goals and objectives relevant to their compensation and, together with the Nominating and Governance Committee, annually evaluates the performances of the Executive Chairman and the Chief Executive Officer in light of those goals and objectives. The results of these evaluations are then reported to the non-management directors. The Compensation Committee sets compensation for the Executive Chairman and the Chief Executive Officer taking these evaluations into account. The Committee then reports to the Board on the process for setting compensation for the Executive Chairman and Chief Executive Officer.

              The Company's processes and procedures for the consideration of executive compensation and the role of the Company's executive officers in determining or recommending the amount or form of executive compensation are more fully described in the "Compensation Discussion and Analysis" section below. Director compensation is approved by the Board, based on recommendations from the Nominating and Governance Committee, as more fully described in the "Nominating and Governance Committee" section below.

              The Compensation Committee has the power to delegate its authority and duties to subcommittees or individuals as it deems appropriate and in accordance with applicable laws and regulations. The Committee has delegated to the President and Chief Executive Officer limited authority (with respect to executives who are not senior executives) to grant long-term incentive awards under the Company's long-term incentive plan to such executives in connection with their hiring, promotion or contract renewal and to modify the terms of outstanding equity grants in certain post-termination scenarios, as discussed in the "Compensation Discussion and Analysis" section below.

              The Committee is empowered to retain compensation consultants having special competence to assist the Committee in evaluating executive officer and employee compensation. The Committee has the sole authority to retain and terminate such consultants and to review and approve such consultants'




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fees and other retention terms. The Committee retains an independent compensation consulting firm, currently Exequity LLP, to advise the Committee in its review of senior executive compensation. The




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Compensation Committee adopted a policy in 2008 providing that the independent compensation consulting firm will not be considered as a provider of services to the Company, other than for services provided to the Compensation Committee. Accordingly, other than these services provided to the Committee, Exequity does not perform any administrative or consulting services for the Company. In furtherance of the Committee's review of senior executive compensation, the independent consultant examines the compensation practices at companies with which the Company competes for senior executive talent, including those companies engaged in similar business activities and other publicly traded U.S. companies, and provides other analysis, as more fully described in the "Compensation Discussion and Analysis" section below. The Committee has assessed the independence of Exequity and concurred that Exequity's work for the Committee does not raise any conflict of interest.

Nominating and Governance Committee

              The Nominating and Governance Committee's Charter provides that the Nominating and Governance Committee will be comprised of at least three members, except that the Committee is deemed to be properly constituted with at least two members in the event of a vacancy until the Board fills the vacancy. The Charter also provides that all of the members on the Committee must be independent directors. The Committee holds at least three regular meetings each year and is responsible for the following, among other things:

•

Identifying and recommending to the Board nominees for election to the Board and reviewing the composition of the Board as part of this process;



•

Overseeing all aspects of the Company's corporate governance initiatives, including regular assessments of its principal governance documents;



•

Establishing criteria for the annual self-evaluations of the Board and its Committees;



•

Making recommendations to the Board on director compensation matters;



•

Monitoring developments in the law and practice of corporate governance;



•

Developing and recommending items for Board meeting agendas; and



•

Reviewing transactions between the Company and related persons.

              The members of the Nominating and Governance Committee also chair the executive sessions of non-management and independent directors on a rotating basis.

              Consideration and Determination of Director Compensation.    The Committee annually reviews and recommends for the Board's consideration the form and amount of compensation for Outside Directors. "Outside Directors" are directors of the Company who are not employees of the Company or any of its subsidiaries. Only Outside Directors are eligible to receive compensation for serving on the Board, as more fully described in the "Director Compensation" section below.

              In accordance with the Guidelines and its Charter, the Committee is guided by three principles in its review of Outside Director compensation and benefits: Outside Directors should be fairly compensated for the services they provide to the Company, taking into account, among other things, the size and complexity of the Company's business and compensation and benefits paid to directors of comparable companies; Outside Directors' interests should be aligned with the interests of stockholders; and Outside Directors' compensation should be easy for stockholders to understand.

              The recommendations of the Committee with respect to director compensation are subject to approval by the Board.

              20122013 Director Nomination Process; Board Diversity.    In connection with the 20122013 director nomination process, the Committee reviewed the current composition of the Board in light of the considerations set forth in its Charter and the Company's Guidelines. The Committee also considered




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input received from other directors on Board member qualifications, Board composition and any special circumstances that the Committee considers important in its determination. After taking these




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considerations into account, the Committee determined to recommend to the Board that each of the current members of the Board be nominated to stand for election at the 20122013 Annual Meeting.

              As part of its review, the Committee considers diversity, among other factors. The Committee considers diversity to be a broadly defined concept which takes into account professional experience, gender and ethnicity, among other characteristics. As a result of considering diversity as part of its nomination process, multiple industries are represented on the Board, including the entertainment and media, communications, banking, legal, insurance and management consulting industries, among others. Additionally, distinguished contributors to governmental and not-for-profit organizations also serve on the Board. Multiple professions are represented among the directors, including current and past experience as principal executive and principal financial officers, attorneys, high-level government officials, entrepreneurs and television, film and record producers, among others. Also, over the six-yearseven-year period following the separation of former Viacom Inc. ("Former Viacom") into two publicly traded companies, CBS Corporation and new Viacom Inc. (the "Separation"), the Committee has nominated, and stockholders have elected, a total of four female directors, one of whom is Hispanic, and one African-American director. The Committee assesses the effectiveness of its consideration of diversity as part of its annual nomination process, when it reviews the composition of the Board as a whole.

              Stockholder Recommendations for Director.    The Committee will consider candidates for director recommended by the stockholders of the Company. All recommendations by stockholders for potential director candidates, which shall include written materials with respect to the potential candidate, should be sent to Angeline C. Straka, Secretary, CBS Corporation, 51 West 52nd Street, New York, NY 10019. The Company's Guidelines and Nominating and Governance Committee Charter set forth certain criteria for director qualifications and Board composition that stockholders should consider when making a recommendation. These criteria include an expectation that directors have substantial accomplishments in their professional backgrounds, are able to make independent, analytical inquiries, and exhibit practical wisdom and mature judgment. Directors of CBS Corporation should also possess the highest personal and professional ethics, integrity and values and be committed to promoting the long-term interests of CBS Corporation's stockholders. Director candidates recommended by stockholders who meet the director qualifications, which are described more fully in the Company's Guidelines and Nominating and Governance Committee Charter, will be considered by the Chair of the Committee, who will present the information on the candidate to the entire Committee. Director candidates recommended by stockholders will be considered by the Committee in the same manner as any other candidate.

Communications with Directors

              Stockholders and other parties interested in contacting CBS Corporation's non-management directors may send an email tononmanagementdirectors@cbs.com or write to Non-Management Directors, CBS Corporation, 51 West 52nd Street, 35th Floor, New York, NY 10019. The non-management directors' contact information is also available on CBS Corporation's website atwww.cbscorporation.com. The non-management directors have approved the process for handling communications received in this manner.

              Stockholders should also use the email and mailing address for the non-management directors to send communications to the Board. The process for handling stockholder communications to the Board received in this manner has been approved by the independent directors of the Board. Correspondence relating to accounting or auditing matters will be handled in accordance with procedures established by the Audit Committee for such matters.

Compensation Committee Interlocks and Insider Participation

              None of the members of the Compensation Committee during fiscal year 20112012 was, or has ever been, an officer or employee of the Company, and, during fiscal year 2011,2012, no executive officer of the Company served on the board and/or compensation committee of any company that employed as an executive officer any member of the Company's Board and/or Compensation Committee.




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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


              The table below sets forth as of February 29, 2012,28, 2013, unless otherwise indicated, information concerning the beneficial ownership of the Company's Class A and Class B Common Stock by (i) each current director and director nominee, (ii) each named executive officer and (iii) the current directors and executive officers of the Company as a group. Each person has sole voting and investment power over the shares reported, except as noted. Also set forth below is information concerning the beneficial ownership by each person, or group of affiliated persons, who is known by the Company to beneficially own 5% or more of the Company's Class A Common Stock. As of February 29, 2012,28, 2013, there were 43,444,10242,687,202 shares of the Company's Class A Common Stock outstanding and 609,009,189570,836,066 shares of the Company's Class B Common Stock outstanding.

		Beneficial Ownership of Equity Securities									Beneficial Ownership of Equity Securities
Name		Title of Security		Number of Shares					Percent of Class		Title of Security		Number of Shares					Percent of Class
Anthony G. Ambrosio		Class A Common			0				*		Class A Common			0				*
		Class B Common			595,513		(1)(4)		*		Class B Common			690,587		(1)(2)(3)		*
David R. Andelman		Class A Common			20,464		(2)		*		Class A Common			22,217		(4)		*
		Class B Common			97,793		(1)(2)		*		Class B Common			105,483		(1)(4)		*
Louis J. Briskman		Class A Common			0				*		Class A Common			0				*
		Class B Common			1,732,067		(1)(3)(4)		*		Class B Common			1,777,029		(1)(2)(3)		*
Joseph A. Califano, Jr.		Class A Common			2,803		(2)		*		Class A Common			2,899		(4)		*
		Class B Common			91,904		(1)(2)(3)		*		Class B Common			89,009		(1)(3)(4)		*
William S. Cohen		Class A Common			23,879		(2)		*		Class A Common			25,927		(4)		*
		Class B Common			110,144		(1)(2)		*		Class B Common			73,567		(1)(4)		*
Gary L. Countryman		Class A Common			6,243		(2)		*		Class A Common			6,318		(4)		*
		Class B Common			66,354		(1)(2)		*		Class B Common			76,110		(1)(4)		*
Charles K. Gifford		Class A Common			0				*		Class A Common			0				*
		Class B Common			77,496		(1)(2)		*		Class B Common			88,708		(1)(4)		*
Leonard Goldberg		Class A Common			0				*		Class A Common			0				*
		Class B Common			70,577		(1)(3)		*		Class B Common			80,312		(1)(3)		*
Bruce S. Gordon		Class A Common			0				*		Class A Common			0				*
		Class B Common			73,165		(1)(2)		*		Class B Common			82,877		(1)(4)		*
Linda M. Griego		Class A Common			0				*		Class A Common			0				*
		Class B Common			66,116		(1)(2)(3)		*		Class B Common			75,806		(1)(3)(4)		*
Joseph R. Ianniello		Class A Common			0				*		Class A Common			0				*
		Class B Common			510,020		(1)(4)		*		Class B Common			652,277		(1)(2)(3)		*
Arnold Kopelson		Class A Common			3,420		(2)		*		Class A Common			3,461		(4)		*
		Class B Common			63,589		(1)(2)		*		Class B Common			73,357		(1)(4)		*
Leslie Moonves		Class A Common			0				*		Class A Common			0				*
		Class B Common			8,930,771		(1)(3)(4)		1.5%		Class B Common			10,002,385		(1)(2)(3)		1.7%
Doug Morris		Class A Common			16,419		(2)		*		Class A Common			18,327		(4)		*
		Class B Common			76,586		(1)(2)		*		Class B Common			88,167		(1)(4)		*




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		Beneficial Ownership of Equity Securities									Beneficial Ownership of Equity Securities
Name		Title of Security		Number of Shares					Percent of Class		Title of Security		Number of Shares					Percent of Class
Shari Redstone		Class A Common			7,940		(2)(5)		*		Class A Common			9,457		(4)(5)		*
		Class B Common			75,194		(1)(2)(3)(5)		*		Class B Common			86,465		(1)(3)(4)(5)		*
Sumner M. Redstone		Class A Common			34,349,481		(6)		79.1%		Class A Common			34,110,939		(6)		79.9%
		Class B Common			9,828,465		(1)(6)		1.6%		Class B Common			9,951,898		(1)(6)		1.7%
Frederic V. Salerno		Class A Common			24,334		(2)		*		Class A Common			24,531		(4)		*
		Class B Common			84,182		(1)(2)		*		Class B Common			83,872		(1)(4)		*
Current directors and executive officers		Class A Common			105,502		(2)		*		Class A Common			113,137		(4)		*
as a group, other than the interests of Mr. Redstone (21 persons)		Class B Common			13,916,110		(1)(2)(3)(4)(7)		2.3%		Class B Common			15,094,837		(1)(2)(3)(4)(7)		2.6%
National Amusements/NAI EH		Class A Common			34,349,441		(8)		79.1%		Class A Common			34,110,899		(8)		79.9%
846 University Avenue Norwood, MA 02062		Class B Common			5,800,000		(8)		*		Class B Common			5,800,000		(8)		1.0%
Mario J. Gabelliet al. (9)		Class A Common			4,411,381				10.2%		Class A Common			4,411,381				10.3%
GAMCO Investors, Inc. One Corporate Center Rye, NY 10580-1435

---

*

Represents less than 1% of the outstanding shares of the class.



(1)

Includes the following shares of the Company's Class B Common Stock (a) which the indicated named executive officer or director had the right to acquire on or within 60 days from February 29, 2012,28, 2013, through the exercise of stock options: Ambrosio, 478,270;545,263; Andelman, 39,470;39,046; Briskman, 1,471,192;1,459,945; Califano, 48,384;39,046; Cohen, 48,384;3,396; Countryman, 28,012;31,408; Gifford, 38,198;41,594; Goldberg, 33,105;36,501; Gordon, 38,198;41,594; Griego, 28,012;31,408; Ianniello, 411,111;506,689; Kopelson, 28,012;31,408; Moonves, 6,866,763;8,100,096; Morris, 28,012;31,408; Shari Redstone, 30,350;33,746; Sumner Redstone, 3,357,099;4,151,898; and Salerno, 28,012;21,223; and (b) underlying RSUs which will vest within 60 days from February 29, 201228, 2013 held by the indicated executive officer: Ambrosio, 524.324 and Ianniello, 552 (indirect, by spouse).



(2)

Includes shares held through the CBS 401(k) Plan.



(3)

Includes the following number of shares of the Company's Class B Common Stock (a) owned by family members but as to which, except in the case of Ms. Griego, the indicated named executive officer or director disclaims beneficial ownership: Califano, 927; Griego, 6,000; Ianniello, 6,513; and Moonves, 4,597; (b) held in a family partnership: Briskman, 2,784, as to which he disclaims beneficial ownership to the extent that he has no pecuniary interest; (c) held by trusts, as to which the indicated director has shared voting and investment power: Goldberg, 5,000; Moonves, 467,620; and Shari Redstone, 1,500; and (d) held in family trusts, as to which the indicated officer has sole voting and investment power: Ambrosio, 62,500; and Moonves: 276,658.



(4)

Includes (a) the following Company Class A Common Stock phantom units and Class B Common Stock phantom units credited pursuant to the Company's deferred compensation plans for Outside Directors: Andelman, 20,46422,217 Class A and 20,56322,329 Class B; Califano, 2,8032,899 Class A and 2,8212,916 Class B; Cohen, 23,87925,927 Class A and 24,00026,063 Class B; Countryman, 6,2436,318 Class A and 6,2456,320 Class B; Kopelson, 3,4203,461 Class A and 3,4163,458 Class B; Morris, 16,41918,327 Class A




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and 16,50118,423 Class B; Shari Redstone, 7,9409,457 Class A and 7,9719,500 Class B; and Salerno, 24,33424,531 Class A and 24,43624,634 Class B (including 7,918 Class A and 7,946 Class B, which amounts were deferred prior to December 31, 2005, and are held in an account in Mr. Salerno's name at Viacom Inc.); and (b) the following shares of the Company's Class B Common Stock underlying vested restricted share units ("RSUs") for which settlement has been deferred: Andelman, 37,760;44,108; Califano, 37,760;44,108; Cohen, 37,760;44,108; Countryman, 30,293;36,556; Gifford, 35,298;41,614; Gordon, 32,546;38,833; Griego, 25,188;25,454; Kopelson, 3,666;3,705; Morris, 30,293;36,556; Shari Redstone, 18,020;24,154; and Salerno, 30,293.36,556. Pursuant to the governing plans, the phantom common stock units are payable in cash and the RSUs are payable in shares of the Company's Class B Common Stock following termination of service as a director.



(3)
Includes the following number of shares of the Company's Class B Common Stock (a) owned by family members but as to which, except in the case of Ms. Griego, the indicated named executive officer or director disclaims beneficial ownership: Califano, 927; Griego, 6,000; and



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Moonves, 4,579; (b) held in a family partnership: Briskman, 2,784, as to which he disclaims beneficial ownership to the extent that he has no pecuniary interest; (c) held by trusts, as to which the indicated director has shared voting and investment power: Goldberg, 5,000 and Shari Redstone, 1,500; and (d) held in family trusts, as to which the indicated officer has sole voting and investment power: Moonves: 1,500,259.

(4)

Includes shares held through the CBS 401(k) Plan.

(5)

Ms. Redstone is a stockholder of National Amusements and has a significant indirect beneficial interest in the Company shares owned by National Amusements.Amusements/NAI EH.

(6)

Includes 34,349,44134,110,899 shares of the Company's Class A Common Stock and 5,800,000 shares of the Company's Class B Common Stock that are owned by National Amusements and NAI EH, a wholly owned direct subsidiary of National Amusements. Mr. Redstone is the beneficial owner of the controlling interest in National Amusements and, accordingly, beneficially owns all such shares. Based on information received from National Amusements, the shares of the Company's Class A and Class B Common Stock owned by NAI EH are pledged to NAI EH's lenders. National Amusements holds more than 50% of the Company's Class A Common Stock directly, and these shares are not pledged.

(7)

Includes 10,539,57611,658,855 shares of the Company's Class B Common Stock which the current directors and executive officers as a group, other than Mr. Redstone, had the right to acquire on or within 60 days from February 29, 2012,28, 2013, through the exercise of stock options or through the vesting of RSUs.

(8)

Mr. Redstone is the beneficial owner of the controlling interest in National Amusements and, accordingly, beneficially owns all the Company's shares held by National Amusements and NAI EH. Based on information received from National Amusements, the shares of the Company's Class A and Class B Common Stock owned by NAI EH are pledged to NAI EH's lenders. National Amusements holds more than 50% of the Company's Class A Common Stock directly, and these shares are not pledged.

(9)

The number of shares identified is based on a Schedule 13D dated February 25, 2011 and filed with the SEC by Gamco Investors, Inc.et al. on March 15, 2011. The Schedule 13D reported that the Gabelli entities have investment discretion and/or voting power with respect to substantially all of such shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

              Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's executive officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE and to furnish the Company with copies of all Section 16(a) forms they file. Based upon the Company's compliance program, a review of the forms furnished to the Company and written representations, the Company believes that during 20112012 its executive officers, directors and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements.

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RELATED PERSON TRANSACTIONS

Review, Approval or Ratification of Transactions with Related Persons

              The Board of Directors adopted a written policy whereby the Nominating and Governance Committee reviews and approves, ratifies or takes other actions it deems appropriate with respect to a related person transaction that, under the rules of the SEC, is required to be disclosed in the Company's proxy statement. In its review, the Committee considers the related person's interest in the transaction; the material terms of the transaction, including the dollar amount involved; the importance of the transaction to the related person and the Company; whether the transaction would impair the judgment of the related person; and any other information the Committee deems appropriate.

              Any member of the Committee who is a related person with respect to a transaction under review may not participate in the review or vote respecting the transaction; however, that person may be counted in determining the presence of a quorum at a meeting of the Committee that considers the transaction.

              Under the policy, the Company's legal staff is primarily responsible for determining whether a related person has a direct or indirect material interest in a transaction with the Company that is required to be disclosed. The determination will be made after a review of information obtained from the related person and information available from the Company's records. The staff is responsible for establishing and maintaining policies and procedures to obtain relevant information to allow it to make the determination.

Agreements Related to Viacom Inc.

              National Amusements, the Company's controlling stockholder, is also the controlling stockholder of Viacom Inc. ("Viacom"). Mr. Sumner M. Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of National Amusements, serves as the Executive Chairman of the Board of Directors for both the Company and Viacom.

              During 2011,2012, the Company, as part of its normal course of business, entered into transactions with Viacom and its subsidiaries. The Company, through its Entertainment segment, licenses its television products and leases its production facilities to Viacom, primarily MTV Networks and BET Networks.Viacom's media networks businesses. In addition, the Company recognizes revenues for advertising spending placed by various subsidiaries of Viacom, primarily Paramount Pictures.Viacom. Viacom also distributes certain of the Company's television products in the home entertainment market. Simon & Schuster, a subsidiary of the Company, is also involved in certain nonmaterial transactions with Viacom. The Company's total revenues from these transactions were $255$221 million for the year ended December 31, 2011.2012. In addition, the Company places advertisements with, and leases production facilities licenses programming,from, and purchases other goods and services from, various subsidiaries of Viacom. The total amounts from these transactions were $23$26 million for the year ended December 31, 2011.2012. As of December 31, 2011,2012, Viacom owed the Company approximately $300$257 million, and the Company owed Viacom approximately $5$2 million in connection with the Company's various normal course of business transactions with Viacom.

              The Company believes that the terms of all such transactions were no more or less favorable to the Company and its businesses than they would have obtained from unrelated parties. The Company expects for the foreseeable future to continue to have transactions with Viacom.

Other Related Person Transactions

              National Amusements, during 2011,2012, paid to CBS Films, a subsidiary of the Company, approximately $769,000$644,000 for CBS' share of revenues from the theatrical exhibition of CBS Films' motion pictures in National Amusements' theaters. In addition, National Amusements and certain of its subsidiaries place advertising on certain CBS radio stations from time to time, which amounted to

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approximately $176,000$134,000 in 2011.2012. The Company believes that the terms of these arrangements are no

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more or less favorable to the Company than it could have obtained from unrelated parties. The Company expects for the foreseeable future to continue these types of arrangements with National Amusements.

              The National Center on Alcohol and Substance Abuse at Columbia University ("CASA"), of which Mr. Califano served as Founder and Chairman during 2011, sponsors an annual "Family Day" event, the purpose of which is to encourage families to eat dinner together. During 2012, Mr. Califano served as Founder and Chairman of CASA, until February 2012, and thereafter as Founder and Chairman Emeritus. In 2011,2012, certain divisions of the Company and its subsidiaries supported the cause by airing public service announcements (PSAs) that promote Family Day. It is anticipated that divisions of the Company and its subsidiaries will from time to time promote Family Day. In addition, in 2011,2012, the Company made contributions totaling $64,500$50,000 to CASA.

              Pursuant to an agreement between a subsidiary of the Company and Panda Productions, a television and film production company owned 50% by Mr. Goldberg, he serves as an Executive Producer of CBS Network's television series, Blue Bloods. In connection with this agreement, during 2011,2012, the Company paid to Panda Productions fees per episode, which are consistent with fees paid to other executive producers at Mr. Goldberg's level. The Company currently expects to pay Panda Productions additional fees for Mr. Goldberg's producer services through the end of May 20122013/2014 broadcast season and may also in the future pay additional contingent compensation to Panda Productions based upon its negotiated participation in net revenues received by the Company in connection with theBlue Bloods series. The Company believes that the terms of the agreement with Panda Productions are no more or less favorable to the Company than it could have obtained from unrelated parties.

              Jennifer Bresnan, the wife of Mr. Ianniello since 2012, is an employee in the alternative programming department of the CBS Network. Ms. Bresnan has been an employee of the CBS Network for five years. She received compensation in 2012 in an amount consistent with the compensation paid to other employees at her level.

              Julie Chen, the wife of Mr. Moonves, is a host of CBS Network's show,The Talk, the host of the CBS Network showBig Brother, and a contributor to CBS News. Ms. Chen's compensation is comparable to on-air talent in similar positions at the CBS Network, and the Company believes it is comparable to on-air talent in such positions generally.

              Amy Salerno, daughter of Mr. Salerno, is an employee in the Business Development department of Showtime Networks Inc., a subsidiary of the Company. Ms. Salerno has been an employee of Showtime Networks for approximately eleventhirteen years. She is not an executive officer of the Company or of Showtime. Ms. Salerno received compensation in 20112012 in an amount consistent with the compensation paid to other employees at her level.

              In November 1995, the Company entered into an agreement with Gabelli Asset Management Company ("GAMCO") pursuant to which GAMCO manages certain assets for qualified U.S. pension plans sponsored by the Company. For 2011,2012, the Company paid GAMCO approximately $205,000$203,000 for such investment management services. The Company believes that the terms of the agreement with GAMCO are no more or less favorable to the Company than it could have obtained from unrelated parties. Entities that are affiliated with GAMCO collectively own 4,411,381 shares of the Company's Class A Common Stock, according to a Schedule 13D filed with the SEC on March 15, 2011 by such entities, the latest filing available, which shares, as of February 29, 2012,28, 2013, represented approximately 10.1%10.3% of the outstanding shares of the class.

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ITEM 1—ELECTION OF DIRECTORS

              The election of 14 directors is proposed by the Board of Directors, each director to hold office, in accordance with the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, until the next annual meeting or until his or her successor is duly elected and qualified. The Company's Board proposes for election: David R. Andelman, Joseph A. Califano, Jr., William S. Cohen, Gary L. Countryman, Charles K. Gifford, Leonard Goldberg, Bruce S. Gordon, Linda M. Griego, Arnold Kopelson, Leslie Moonves, Doug Morris, Shari Redstone, Sumner M. Redstone and Frederic V. Salerno. All of the nominees are current members of the Company's Board who were elected at the Company's 20112012 Annual Meeting of Stockholders.

              In accordance with the Board's recommendation, the proxy holders will vote the shares of the Company's Class A Common Stock covered by the respective proxies for the election of each of the 14 director nominees set forth below, unless the stockholder gives instructions to the contrary. If, for any reason, any of the director nominees become unavailable for election, the proxy holders may exercise discretion to vote for substitute nominees proposed by the Board. Each of the director nominees has indicated that he or she will be able to serve if elected and has agreed to do so.

              Information about each director nominee is set forth below:

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1            Ms. Redstone is Sumner Redstone's daughter. There are no other director nominees related to any other director or executive officer by blood, marriage or adoption.

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1            Ms. Redstone is Sumner Redstone's daughter. There are no other director nominees related to any other director or executive officer by blood, marriage or adoption.

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RECOMMENDATION OF THE BOARD OF DIRECTORS

              The Board of Directors recommends a vote "FOR" the election of each of the director nominees named above.

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DIRECTOR COMPENSATION

Outside Director Compensation During 20112012

              The following table sets forth information concerning the compensation of the Company's Outside Directors for 2011.2012.

(1)

Reflects cash amounts earned in 20112012 for the annual board retainer, committee chair retainers meeting fees for board meetings (through February 2, 2011, after which date board meeting fees were eliminated) and meeting fees for committee meetings. These amounts include cash deferred by Messrs. Andelman, Califano, Cohen Morris and SalernoMorris and Ms. Redstone under the CBS Corporation Deferred Compensation Plan for Outside Directors.

(2)

These amounts reflect the grant date fair value determined in accordance with FASB ASC Topic 718 of the annual grant of restricted share units to each Outside Director under the amended and restated CBS Corporation 2005 RSU Plan for Outside Directors. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2011,2012, see "RSUs and PSUs" in Note 1011 to the audited 20112012 consolidated financial statements on page II-68II-63 in the Company's Form 10-K for the fiscal year ended December 31, 2011.2012. The aggregate number of unvested restricted share units outstanding as of the fiscal year ended December 31, 20112012 for each Outside Director was 5,043.

(3)

These amounts reflect the grant date fair value determined in accordance with FASB ASC Topic 718 of the annual grant of stock options to each Outside Director under the amended and restated CBS Corporation 2000 Stock Option Plan for Outside Directors. Effective February 3, 2011, this annual grant was eliminated. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2011, see "Stock Options and Equivalents" in Note 10 to the audited 2011 consolidated financial statements on page II-69 and II-70 in the Company's Form 10-K for the fiscal year ended December 31, 2011.5,881. The aggregate number of option awards outstanding (from prior year grants) as of the fiscal year ended December 31, 20112012 for each Outside Director was as follows: Andelman, 48,384;40,744; Califano, and53,478; Cohen, 53,478;17,828; Countryman, Griego, Kopelson Morris and Salerno,Morris, 33,106; Gifford and Gordon, 43,292; Goldberg, 38,199; Redstone, 35,444; and Shari Redstone, 35,444.Salerno, 22,921.

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(4)(3)

Interest that accrues on deferred accounts under the CBS Corporation Deferred Compensation Plan for Outside Directors is accrued at the prime rate in effect at Citibank, N.A. at the beginning of each calendar quarter. For 2011,2012, the prime rate did not represent arepresented an interest rate that was more than 120% of the long-term applicable federal rate published by the Internal Revenue Service and therefore is deemed to be preferential rate for purposes of this table. Accordingly, amounts in the table asreflect the primeamount of interest accrued for each Outside Director in 2012 that exceeded the amount of interest that would have been accrued at 120% of the long-term applicable federal rate was not more than 120% higher thanpublished by the applicable Federal Reserve Board's long-term interest rate.Internal Revenue Service. Messrs. Goldberg and Gordon and Ms. Griego do not have any deferred cash amounts.

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(5)(4)

Amounts reflect the aggregate value of all matching charitable contributions made by the Company on behalf of the director for 20112012 under the CBS Corporation Matching Gifts Program for Directors. Under the program, the Company matches donations made by a director to eligible tax-exempt organizations at the rate of one dollar for each dollar donated up to $7,500 for each fiscal year.

Description of Director Compensation

              Directors of the Company who are not employees of the Company or any of its subsidiaries are "Outside Directors" as defined in the director plans described below. Outside Directors receive compensation for their service on the Board and are eligible to participate in these director plans. Messrs. Andelman, Califano, Cohen, Countryman, Gifford, Goldberg, Gordon, Kopelson, Morris and Salerno and Mses. Griego and Redstone are currently deemed Outside Directors. Messrs. Redstone and Moonves are not compensated for serving on the Board and are not eligible to participate in any director plans, other than the Matching Gifts Program for Directors.

Cash Compensation

              The Company pays effective February 3, 2011, the following cash compensation to Outside Directors:

•

A $100,000 annual Board retainer, payable in equal installments quarterly in advance ($60,000 prior to February 3, 2011);advance;



•

A $20,000 annual Committee Chair retainer for the chair of each of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, payable in equal installments quarterly in advance (same as prior to February 3, 2011);advance; and



•

A per meeting attendance fee of $2,000 to committee members for each meeting of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee (same as prior to February 3, 2011).Committee.

              Prior to February 3, 2011, each of the Company's Outside Directors also received a per Board meeting attendance fee of $2,000. Effective February 3, 2011, this Board meeting fee was eliminated.

Deferred Compensation Plan

              The Company maintains deferred compensation plans for Outside Directors (the "Director Deferred Compensation Plans"). Under the Director Deferred Compensation Plans, Outside Directors may elect to defer their Board and committee retainer and committee meeting fees. Deferred amounts are credited during a calendar quarter to an interest-bearing income account or a stock unit account in accordance with the director's prior election. Amounts credited to an income account bear interest at the prime rate in effect at the beginning of each calendar quarter. Amounts credited to a stock unit account are deemed invested in phantom units for shares of the Company's Class A Common Stock and Class B Common Stock on the first day of the calendar quarter following the quarter in which the amounts are credited, with the number of shares calculated based on the closing market prices on that first day. Until the amounts credited to the stock unit account are converted into phantom units, these

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credited amounts bear interest at the prime rate in effect at the beginning of the relevant calendar quarter.

              Upon a director's leaving the Board, the amounts deferred under the Director Deferred Compensation Plans are paid in cash in a lump sum or in three or five annual installments, based on the director's prior election, with the lump sum or initial annual installment becoming payable on the later of six months after the director leaves the Board (90 days after the director leaves the Board in the case of amounts deferred before January 1, 2005) or January 15th of the following year. The value of a stock unit account is determined by reference to the average of the respective closing market prices of the Company's Class A Common Stock and Class B Common Stock on the NYSE on each trading date during the four-week period ending five business days prior to the initial payment date. Amounts paid in installments accrue interest until the final installment is paid.

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Equity Compensation

              The Company maintains the amended and restated CBS Corporation 2005 RSU Plan for Outside Directors (the "Director RSU Plan") and the amended and restated CBS Corporation 2000 Stock Option Plan for Outside Directors (the "Director Option Plan").

Stock Awards

              Outside Directors receive the following awards effective for 2012, under the Director RSU Plan:

•

an annual grant of RSUs with a value of $170,000 (for the 2011 annual grant, $100,000 in value) based on the closing price of the Company's Class B Common Stock on the NYSE on the date of grant, which RSUs vest one year from the date of grant; and



•

Prorated RSU grants for Outside Directors who join the Board following the date of the annual RSU grant, but during the calendar year of the grant. Prorated grants will be made five business days following the date an Outside Director joins the Board, and will be determined by multiplying the number of months remaining in the calendar year from the date the Outside Director joins the Board (counting the month of joining as a full month), by the value of the annual RSU grant for that calendar year divided by 12, then divided by the closing price of the Company's Class B Common Stock on the NYSE on the date of grant. Prorated RSU grants vest on the first anniversary of the date of grant of the annual RSU grant that was awarded during the calendar year in which the Outside Director received such prorated RSU grant.

RSUs are payable to Outside Directors in shares of the Company's Class B Common Stock upon vesting unless the Outside Director elects to defer the settlement to a future date. Outside Directors are entitled to receive dividend equivalents on the RSUs in the event the Company pays a regular cash dividend on its Class B Common Stock. Dividend equivalents will accrue on the RSUs (including RSUs for which settlement has been deferred) in accordance with the Director RSU Plan until the RSUs are settled.

Option Awards

              On the date a director joins the Board as, or otherwise becomes, an Outside Director, he or she receives an initial grant of 12,734 stock options to purchase shares of the Company's Class B Common Stock under the Director Option Plan. This grant vests one year from the date of grant and the exercise price for grants made under the Director Option Plan is the closing price of the Company's Class B Common Stock on the NYSE on the date of grant, or if such day is not a business day, on the business day immediately preceding the date of grant.

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              Prior to February 3, 2011, Outside Directors also received an annual grant of 5,093 stock options to purchase shares of the Company's Class B Common Stock, which vest ratably on the first three anniversaries of the date of grant. Effective February 3, 2011, this annual grant was eliminated.

Matching Gifts Program for Directors

              All directors are eligible to participate in the Company's Matching Gifts Program for Directors. Under the program, the Company matches donations made by a director to eligible tax-exempt organizations at the rate of one dollar for each dollar donated up to $7,500 for each fiscal year. The purpose of the program is to recognize the interest of the Company and its directors in supporting eligible organizations.

Other

Expenses:    Directors are reimbursed for expenses incurred in attending Board, committee and stockholder meetings (including travel and lodging) in accordance with the Company's normal travel policies.

Director Attendance at Certain Other Events:    CBS Corporation believes it is in its best interest for directors to participate in certain Company events and other events to meet with management, customers, talent and others important to the Company's business. The Board has established a policy on director attendance at these events. Under the policy, tickets to events that are designated as having a business purpose are allocated to directors. In addition, the Company reimburses directors for travel and related expenses in accordance with the Company's normal travel policies.

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ITEM 2—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

              The Audit Committee has appointed PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the year ending December 31, 2012,2013, subject to stockholder ratification. The Audit Committee has reviewed PwC's independence from the Company as described in the "Report of the Audit Committee." In appointing PwC as the Company's independent registered public accounting firm for the year ending December 31, 2012,2013, and in recommending that the Company's stockholders ratify the appointment, the Audit Committee has considered whether the non-audit services provided by PwC were compatible with maintaining PwC's independence from the Company and has determined that such services do not impair PwC's independence.

              Representatives of PwC are expected to be present at the Annual Meeting and will be given an opportunity to make a statement if they desire to do so. They will also be available to respond to questions at the Annual Meeting.

RECOMMENDATION OF THE BOARD OF DIRECTORS

              The Board of Directors recommends a vote "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for fiscal year 2012.2013.

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REPORT OF THE AUDIT COMMITTEE

              The following Report of the Audit Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference.

              The Audit Committee Charter states that the purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and the audit of the consolidated financial statements of the Company. The Audit Committee also assists the Board of Directors' oversight of:

•

The quality and integrity of the Company's consolidated financial statements and related disclosures;



•

Evaluation of the effectiveness of the Company's internal control over financial reporting and risk management;



•

The Company's compliance with legal and regulatory requirements;



•

The independent auditor's qualifications and independence; and



•

The performance of the Company's internal audit function and independent auditor.

              Under the Audit Committee Charter, the Audit Committee's authorities and duties include, among other things:

•

Direct responsibility for the appointment, retention, termination, compensation and oversight of the work of the independent auditor, which reports directly to the Audit Committee, and the sole authority to pre-approve all services provided by the independent auditor;



•

Reviewing and discussing the Company's annual audited financial statements, quarterly financial statements and earnings releases with the Company's management and its independent auditor;



•

Reviewing the organization, responsibilities, audit plan and results of the internal audit function;



•

Reviewing with management, the internal auditor and the independent auditor the effectiveness of the Company's internal control over financial reporting and disclosure controls and procedures;



•

Reviewing with management material legal matters and the effectiveness of the Company's procedures to ensure compliance with legal and regulatory requirements; and



•

Overseeing the Company's compliance program and obtaining periodic reports from the Chief Compliance Officer.

              The Audit Committee also discusses certain matters with the independent auditor on a regular basis, including the Company's critical accounting policies, certain communications between the independent auditor and management, and the qualifications of the independent auditor.

              The full text of the Audit Committee Charter is available on CBS Corporation's website atwww.cbscorporation.com. The Audit Committee assesses the adequacy of its Charter at least every other year, or more frequently as the Committee may determine.

              The Company's management is responsible for the preparation of the Company's consolidated financial statements, the financial reporting processes and maintaining effective internal control over financial reporting. The independent auditor is responsible for performing an audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight

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Board ("PCAOB") and expressing an opinion on the conformity of the audited consolidated financial statements to U.S. generally accepted accounting principles. The independent auditor also expresses an opinion on the effectiveness of the Company's internal control over financial reporting. The Audit Committee monitors and oversees these processes.

              As part of its oversight role, the Audit Committee has reviewed and discussed with management and the Company's independent auditor, PricewaterhouseCoopers LLP ("PwC"), the Company's audited consolidated financial statements for the year ended December 31, 2011,2012, the Company's disclosures under "Management's Discussion and Analysis of Results of Operations and Financial Condition" in the Company's 20112012 Annual Report on Form 10-K and matters relating to the effectiveness of the Company's internal control over financial reporting as of December 31, 2011.2012.

              The Audit Committee has also discussed with PwC all required communications, including the matters required to be discussed pursuant to PCAOB AU 380 (Communication With Audit Committees). In addition, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence and has discussed with PwC the firm's independence from the Company.

              Based on the Audit Committee's review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.2012.

Members of the Audit Committee

Gary L. Countryman, Chair
Joseph A. Califano, Jr.
Linda M. Griego
Frederic V. Salerno

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FEES FOR SERVICES PROVIDED BY THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

              The following table sets forth fees for professional services rendered by PwC to the Company and its subsidiaries for each of the years ended December 31, 20112012 and 2010.2011.

Audit Committee Pre-Approval of Services Provided by PwC

              All audit and non-audit services provided to the Company by PwC for 20112012 were pre-approved by either the full Audit Committee or the Chair of the Audit Committee. Under the Audit Committee's pre-approval policies and procedures in effect during 2011,2012, the Chair of the Audit Committee was authorized to pre-approve the engagement of PwC to provide certain specified audit and non-audit services, and the engagement of any accounting firm to provide certain specified audit services, up to a maximum amount of $200,000 per engagement, with the total amount of such authorizations outstanding that have not been reported to the Audit Committee not to exceed an aggregate of $1,000,000. The Audit Committee receives regular reports on the engagements approved by the Chair pursuant to this delegation. For 2012,2013, the Audit Committee adopted the same pre-approval policies and procedures that were in effect for 2011,2012, which permit the Chair to pre-approve the specified audit and non-audit services up to a maximum amount of $200,000 per engagement, with the total amount of such authorizations outstanding that have not been reported to the Audit Committee not to exceed an aggregate of $1,000,000.

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COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 20112012 Executive Summary

Company Performance

              CBS Corporation had an exceptional 2011a record-breaking 2012 fiscal year, as it once again outperformedbuilding upon its own key financial resultsstellar performances from the prior yeartwo fiscal years to achieve the highest financial results since the Separation in certain key metrics, and further outdistancedcontinued to outperform its diversified media peers in various key categories, despite challengingthe less than robust macroeconomic factors.environment. This strong performance directly resulted from the continued leadership of the senior management team in executing key strategies, including continuing to strengthenon the Company's financial positionkey strategic objectives, including optimizing the Company's portfolio of assets and to capitalizedriving growth by capitalizing on the value ofdemand for its top-tier content by monetizing itand diversifying revenue streams through traditionalnew distribution channels and new media opportunitiesmarkets. The execution of this strategy, with cumulative successes over the past three years, has continued to cultivate significant rewards for shareholders and expanding the Company's presence globally. As described below,position the Company continued to position itself for long-term success, rewarding its stockholders in the process.success.

The Company delivered significantrecord-breaking results for 2011, operating from a position of financial strength, further outpacingand continued to outpace its diversified media peers (identified below) in certain key metrics, fortify its financial position and returning even morelong-term sustainability and build upon the value delivered to stockholders, thanall of which reflect the cumulative effects of stellar performance for three years in the prior year:a row:

•

TheDuring 2012, the Company's stock in 2011 performed even more strongly than in 2010:continued to perform strongly:



•

The Company's Class B Common Stock appreciated 42.5% during 2011;



•

The stock price appreciation significantly exceeded—for the third consecutive calendar year—the average of its diversified media peers (11.6% appreciation for 2011) and the S&P 500 Index (0% appreciation for 2011);



•

The Company ranked #17 out of the S&P 500 Index for stock price appreciation;



•

For the third consecutive year, the Company is in the top 5% of the S&P 500 Index for stock price appreciation;



•

Adjusted diluted earnings per share ("EPS") grew 75% during 2011 to $1.94—the highest adjusted diluted EPS for the Company since the Separation (see Annex A, "Reconciliation of Non-GAAP Measures")40%, and the Company hadrecorded its highest closing stock price since the highest EPS growth among its diversified media peers; andSeparation;



•

The Company's market capitalization increased by approximately $4.8$6.5 billion for 2011,during 2012, based on diluted shares outstanding at fiscal year end.year-end; and



•

The stock price appreciation exceeded—for the fourth consecutive calendar year—the average of the Company's diversified media peers (31% appreciation for 2012) and the S&P 500 Index (13% appreciation for 2012), resulting in cumulative share price appreciation for the past three years for the Company that significantly outpaced the average of such appreciation for the Company's diversified media peers and the S&P 500 Index.



•

The Company significantly beat its internal budgetshad record-breaking results for 2011 for both2012, with the highest revenues, operating income, adjusted OIBDA (i.e., operating income before depreciation and amortization), adjusted OIBDA margins, and adjusted diluted earnings per share from continuing operations ("EPS") since the Separation.



•

Operating income, adjusted OIBDA and adjusted diluted EPS had double-digit growth during 2012, with 14%, 10% and 23% growth, respectively (See Annex A, "Reconciliation of Non-GAAP Measures").



•

Adjusted OIBDA margin improved by approximately 160 basis points to 25% (See Annex A, "Reconciliation of Non-GAAP Measures").



•

The Company exceeded its internal budgets for 2012 for both OIBDA and Free Cash Flow ("FcF") (i.e., OIBDA, less cash interest, taxes paid, working capital requirements and capital expenditures), and.



•

AchievedThe Company maintained a significant rate of adjusted OIBDA growth of 32% and improved its adjusted OIBDA margin by 500 basis points to return to a previous pre-recession high level of 22%FcF conversion, which was almost 50% (excluding contributions to its qualified pension plans) for 2012 (see Annex A, "Reconciliation of Non-GAAP Measures"); and.

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•

Increased its FcF by 12% over the prior year (excluding contributions to its qualified pension plans) and maintained a high level of free cash flow conversion, which was 56% for 2011 (see Annex A, "Reconciliation of Non-GAAP Measures").

•

As a result of the Company's strong free cash flow performance, theThe Company continued to deliver on its commitment to return value and capital to shareholders by:

•

Generating a total shareholder return ("TSR") (i.e., the total return of a stock to an investor, including stock price appreciation plus dividends) of 45%42% during 2011—the highest2012—a top-performer among its diversified media peers by 21%;peers;

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•

Doubling during 2011Continuing to increase its dividend payment;payments—up 40% for total dividends paid per share in 2012 versus the prior year; and



•

DoublingIncreasing the share repurchase program, with an additional $1.5by adding $1.7 billion to the amount authorized in 2011 for stock buybacks.under the program.



•

The Company secured the highest credit ratingscontinued to strengthen its balance sheet by refinancing debt to take advantage of lower borrowing costs, which is expected to result in its history (since the Separation), with upgrades from Moody's and S&P, as a resultannualized interest expense savings of strengthening the balance sheet.approximately $53 million.

The CBS Television Network ("Network") expandedmaintained its lead in certain Nielsen Media Research ratings categories and turned inas a historic year for content-related successes.result of the Company's continued focus on producing high-quality content. As a result of its hit shows in the prior 2011-2012 season, the Network boastedwas able to deliver a large scale renewal of 18 series and claimed the most shows returning from#1 and #2 most-watched new programs for the fall 2010 television season—replacing only four hoursperiod commencing with the 2012-2013 season through the end of primetime programming in the fall 2011 television season, the least of any major network.2012. The Network led the second place network for the first half of the 2011-2012 season, with the largest first-half lead for any network, in terms of total viewers, in 24 years and topped its nearest broadcast network competitor by an average of more than 3.42.6 million viewers per night in primetime. As a result of the strength of its ratings, the Network continued to command top dollar and rate increases during the upfront. Key successes in 20112012 for the first half2012 portion of the 2011/20122012/2013 television season include:

•

The Network ranked #1 in key demographics (Adults 18-49,(households and viewers and tied for the second consecutive year and six of#1 ranking in the past eight years, and Adults 25-54 for the ninth consecutive year)demographic);



•

The Network became the first network to have 20 of the 30 most popular primetime shows (in terms of total viewers) and for the second consecutive year; and



•

Among viewers, in primetime, the Network had:



•

14Six of the top 20 regularly scheduled programs—10 ranked shows, including 4 of the most of any network in 24 years,top 5,



•

The #1 New Program and #1 new Show,



•

The #1 Comedy, and #1 New Comedy,



•

The top 7 Dramas; the #1 Drama and #1 New Drama,#2 new Dramas,



•

The #1 News Program,



•

The Top 3 most-watched new shows,#1 Show on 4 nights,



•

The #1 ProgramScripted Series on 45 nights, and



•

The #1 Scripted Series on 5 nights.More time-period winning programs in terms of viewers than all other broadcast networks combined.

In 2011, senior management accelerated the Company's momentum in executing its revenue diversification strategy to increase non-advertising revenues, which in 2011 grew to 37% of the Company's revenues—up from 28% just 4 years ago. This dramatic shift principally resulted from the Company's continued accomplishments during 2011 in content monetization and international expansion, including by:

•

Securing multi-year non-exclusive licensing agreements with online distributors Netflix and Amazon, which have generated over $250 million of incremental revenue alone, but use less than 10% of the Company's existing library content;



•

Continuing to be an industry leader in securing TV station affiliate compensation arrangements and retransmission compensation arrangements and significantly growing this revenue stream by 46% over last year;



•

Capitalizing on the Company's success in creating highly profitable "franchise" TV shows such asCSI andNCIS and selling the domestic network rights ofHawaii-Five-0 to TNT for a significant value per episode in its first year of airing;

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Senior management continued to drive efforts to increase the Company's revenues derived from non-advertising sources through execution of its content monetization strategy and international expansion, including by:

•

TransformingSecuring significant compensation arrangements for the Company's business modelCompany from CBS affiliated stations and retransmission compensation arrangements and growing this combined revenue stream by 46% over last year, including;



•

4 multi-year retransmission deals with respect to its transactions relating to,Cablevision, DirecTV, AT&T, and investment in, the CW Network (a joint venture with Warner Bros. Entertainment), due to, among other things, multi-year licensing agreements for CW programming with Hulu, Hulu Plus and Netflix;Dish Networks;



•

Securing rights for the Network for3 major broadcast events, includingaffiliation agreements with respect to National Football League games through the 2022 season, the GRAMMY Awards through 2021, the Academy of Country Music Awards through 2021, Kennedy Center Honors through 2018, U.S. Tennis Association through 2014,Nexstar, Belo and the PGA Tour through 2021;Sinclair covering several markets; and



•

The execution of over 90 retransmission deals in the aggregate since the Separation and 55 current network affiliation deals.



•

Expanding the Company's domestic streaming arrangements strategically to maximize value (e.g., non-exclusive, multi-year licensing arrangements with Hulu Plus and a licensing arrangement for an additional specified show with Netflix).



•

Further expandingenhancing the CompanyCompany's global footprint and brand internationally, continuing growth in international revenue from the previous yearawareness through:



•

Securing separate multi-year non-exclusiveExtending its international licensing agreementsagreement with Netflix to stream select shows in Canada, and Latin America, the United Kingdom, and with Hulu in Japan;Ireland;



•

Entering into licensing agreementsExpanding its strategic partnership with Chellomedia to create CBS-branded channels in 83 territories across the Europe, Asia, Latin America, the Middle East, and Africa for Showtime's "The Borgias", building on previous deals(EMEA) region with a collective reach of 42 million subscribers, with the Company having a 30% ownership stake in the U.K, Ireland, and Spain;channels; and



•

Leveraging its existing joint venture in India with the launchSelling two of the firstCompany's new shows ("Elementary" and "Vegas") in international channels in India targeted at key demographics.syndication for a significant value per episode.

Pay for Performance

              As a result of this strong performance inCBS's performance-based compensation programs provide for the 2011 fiscal year, the Compensation Committee approved bonuses for each ofopportunity to reward the executive officers whose compensation is individually disclosed in the tables that appear on subsequent pages (the "named executive officers") and certain other senior executives (together with the named executive officers, the "senior executives") for contributing to annual financial and operational performance (through annual bonus programs) and stock price appreciation (through long-term equity incentives). A high percentage of the named executive officers' total compensation is performance-

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based (targeted at 74% – 90% of total compensation for 2012), as disclosedwith a significant portion of total compensation in the "Summary Compensation Tableform of equity awards (targeted at 30% – 57% of total compensation for Fiscal Year 2011."2012). The levelfollowing charts show the percentage of the bonus paid for eachaverage of the named executive officerofficers' target total compensation that is allocable to (i) base salary, target bonus and target long-term incentive awards and (ii) fixed versus variable compensation.

              In selecting the financial performance metrics, goals and criteria for the performance-based compensation programs each year, the Compensation Committee considers the Company's annual operating budget for the upcoming year, as approved by the Board. The budgeting process reflects aggressive goal-setting which has resulted in the Company's outperformance of its industry peers. Thus, the Committee considers its inclusion of budget amounts for OIBDA and FcF in setting performance goals and criteria to reflect the Company's core objective of pay for performance.

              As a result of the strong performance noted above in the 2012 fiscal year, the Compensation Committee approved the bonuses for each of the named executive officers disclosed in the Summary Compensation Table for Fiscal Year 2012, and the named executive officers earned shares underlying performance-based equity awards as discussed in the "Long-Term Incentive Programs" section, at levels reflecting the Company's performance. The bonus awards and further achievements during the 20112012 fiscal year are discussed in more detail below in the "Bonus Awards" section.

Overview of Compensation Objectives

              CBS Corporation's compensation programs are designed to motivate and reward business success and to increase stockholder value. The Company's compensation programs are based on the following core objectives:

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Stockholder Value Focused:   Align executives' interests with stockholders' interests, with particular emphasis on creating incentives that reward executives for consistently increasing the value of the Company.



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Market-based:  Take into account the profile of compensation and benefits programs found in peer companies in order to attract and retain the talent needed to drive sustainable competitive advantage and deliver value to stockholders.



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Performance-based:  Ensure plans provide reward levels that reflect variances between actual and desired performance results.

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Flexible:  Enable management and the Board to make decisions based on the needs of the business and to recognize different levels of individual contribution and value creation.

              In determining the Company's compensation policies and decisions, the Company has considered the results of the vote held at the 2011 Annual Meeting of Stockholders on the compensation of the named executive officers as disclosed in the 2011 proxy statement. Since the

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results of the vote were favorable, the Compensation Committee has continued to base the Company's compensation programs on the above objectives.

Evaluating Senior Executive Compensation

              The Compensation Committee reviews and approves the Company's compensation arrangements with the named executive officers and certain other senior executives (together with the named executive officers, the "senior executives").executives. The Committee reviews all components of the senior executives' compensation, including base salary, annual and long-term incentives, severance arrangements and benefit programs to ensure that they adhere to the core objectives of the Company's compensation programs. The Committee utilizes a rolling 12-month calendar based on regularly scheduled meeting dates that identifies the meeting date at which each senior executive requires Committee consideration regarding compensation and the type of action to be considered (i.e., salary increase, annual bonus payout, long-term incentive award determination, and other compensation actions). All final determinations relating to the compensation of the Executive Chairman and the President and Chief Executive Officer are made by the Committee in executive session, with advice from an independent compensation consultant (currently Exequity LLP). In assessing the compensation of the senior executives, the Committee considers many factors, including the performance of the Company's operations (with respect to corporate executives, the overall performance of the Company; with respect to operational executives, performance of the operations for which the executive is responsible), individual performance, experience, tenure and historical compensation, comparisons to other appropriate senior executives at identified peer companies and the advice of the Committee's independent compensation consultant. In considering any individual element of a senior executive's compensation, the Committee considers that element in relation to the individual executive's total compensation (i.e., base salary, bonus and long-term incentives).

              The Compensation Committee retains an independent compensation consultant to advise the Committee in its review of senior executive compensation. The Committee has the sole authority to retain and terminate the independent compensation consultant and to review and approve the firm's fees and other retention terms. The Committee adopted a policy in 2008 providing that the independent compensation consultant will not be considered as a provider of services to the Company, other than for services provided to the Compensation Committee. Accordingly, other than these services provided to the Committee, Exequity LLP does not perform any administrative or consulting services for the Company. The Committee has assessed the independence of Exequity and concurred that Exequity's work with the Committee does not raise any conflict of interest.

              In reviewing senior executive compensation, the Compensation Committee considers data regarding the competitive market for senior executive talent. For 2011,2012, at the Committee's request, Exequity reviewed and approved a competitive assessment on the compensation practices at firstly, companies with which the Company competes for senior executive talent, includingtalent. The assessment includes those companies engaged in similar business activities (e.gi.e.,., diversified media companies) industry peers) and, as a more general reference point, an index of total compensation packages at other applicable other publicly traded U.S. companies (general industry), all as described below. Not all of the companies included in these groups may be used as a point of comparison when reviewing a senior executive's total compensation. In determining which companies are appropriate comparisons for each senior executive, the scope of the executive's responsibility and the nature of the business for which he or she is responsible are considered. As a result, the appropriate companies selected for comparison may differ from one senior executive to the next. The competitive assessment focuses on applicable compensation packages at the 65th percentile

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of reliable market data, which includes an evaluation of base salary, target annual incentive opportunities (as such data is available), actual annual incentive earned, annualized expected value of long-term incentives, and the resulting total actual and target compensation. The competitive assessment also includes market data at the 65th percentile to reflect the Committee's commitment to competing with the Company's mediaindustry peers in recruiting and retaining the most sought-after executive talent in the media industry.talent. Although the Committee does not target

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total compensation amounts for each senior executive to a specific benchmark, the Committee does consider the compensation levels from the competitive assessment as one factor in determining these total compensation amounts for each senior executive.

              In 2011,2012, the competitive assessment for the named executive officers (except as set forth below) included the compensation data of, with respect to an industry-specificthe industry peer group, which included other diversified media companies ((i.e.,, Comcast Corporation, News Corporation, Time Warner Inc., Viacom Inc. and The Walt Disney Company) and aother media peers (i.e., Comcast Corporation) and, with respect to the publicly traded companies included in the general industry group, which included publicly tradedindex, companies from which the Company may source, or to which the Company may lose, executive talent (i.e., AT&T Inc., Cablevision Systems Corporation, Cisco Systems, Inc., Clear Channel Communications, Inc. (now a(a non-public subsidiary of CC Media Holdings, Inc., a public company), The Coca-Cola Company, Comcast Cable Communications LLC (a non-public subsidiary of Comcast Corporation, a public company), Dell Inc., DirecTV, Gannett Co., Inc., General Electric Company, Google Inc., Hewlett-Packard Company, International Business Machines Corporation, PepsiCo, Inc., The Procter & Gamble Company, Qwest Communications International Inc., Sprint Nextel Corporation, Time Warner Inc., Time Warner Cable, Verizon Communications Inc., Viacom Inc., and The Walt Disney Company and Yahoo! Inc.)Company). For Mr.Messrs. Redstone and Moonves, the Committee considers the compensation arrangements for similarsimilarly situated executive chairman and chief executive officer roles, respectively, at peer diversified media companies.

Changes in Named Executive Officers' Compensation Arrangements for 2011in 2012

              In order to secure the continued service of Mr. BriskmanMoonves as the Company's President and Chief Executive Officer beyond the previously scheduled expiration of his employment agreement on September 30, 2011,February 22, 2015, the Compensation Committee determined that it would be in the Company's best interest to enter into a new employment agreement with Mr. Briskman,Moonves, effective October 1, 2011.15, 2012, to extend his employment through June 30, 2017. The Committee determined not to increase Mr. Briskman'sMoonves' base salary or target bonus, which remains unchanged at $3.5 million and $12.0 million, respectively. In consideration for the extension of his employment arrangements, his new agreement provides thatfor two equity grants to be made, as discussed in the "Long-Term Incentive Programs" section and described in the "Summary Compensation Table for Fiscal Year 2012—Employment Agreements—Leslie Moonves" section. The new agreement provides additional termination payments in the event of a termination without cause or for good reason, or in certain circumstances following the expiration of the original employment term, as discussed in the "Potential Payments Upon Termination" section. As also discussed in the "Potential Payments Upon Termination" section, the new agreement expands upon the incentives in Mr. Moonves' previous agreement to continue his employment with the Company for a period as a senior advisor and/or producer, including recognition of the material terms of a production agreement to be entered into if he will continueelects to servebe a producer as set forth in the Company's Executive Vice President and General Counsel through December 31, 2013.May 2, 2012 supplement to his previous agreement.

              In determining the compensation terms, the Committee considered the total compensation arrangements for similar executives at peerprovided to CEOs of other diversified media companies, Mr. Moonves' stature as wellone of the most influential leaders in the entertainment industry, his tenure as a Company executive since 1995, and his performance as the core objectives set forthCompany's Chief Executive Officer, including in connection with the "Overviewcreation of Compensation Objectives" section above. As a result,premium content across the Company's portfolio of businesses. In concluding Mr. Moonves' new agreement, the Committee determinedwas advised by its independent compensation consultant and

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independent legal counsel. Mr. Moonves' new employment agreement is filed as Exhibit 10 to maintain his current base salary at $1,300,000, increase his bonus target to 200% of base salary, and maintain his annual long-term incentive award target at $3,000,000.the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012.

              The Compensation Committee did not change the compensation arrangements set forth in the employment agreements for any other named executive officer during 2011, except that amendments to the employment agreements of Messrs. Ianniello and Ambrosio, as well as Mr. Briskman's new agreement, provide for enhanced severance benefits, as described in "Post-Termination Benefits" below.2012.

Elements of Executive Compensation

              The Company's compensation arrangements with each of the senior executives, including the named executive officers, consist of the following elements:

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Base Salary



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Performance-Based Compensation Programs



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Annual Bonus Awards



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Long-Term Incentives



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Retirement and Deferred Compensation Plans



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Other Compensation (Perquisites and Other Personal Benefits)

              The Compensation Committee considers these elements in determining a senior executive's compensation package in order to reward for both the long- and short-term performance of the executive and the Company. The Committee does not use rigid guidelines in determining the mix of compensation elements (i.e., long-term versus currently paid out compensation and cash versus

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non-cash compensation) for each senior executive. However, the Committee does consider the level of base salary of each named executive officer as it relates to the allocation of guaranteed versus performance-based compensation. Variable, at-risk compensation, both short- and long-term, makes up the majority of each senior executive's total compensation.

              The Compensation Committee believes that its consideration of these compensation elements effectively achieves the objective of aligning compensation with performance measures that are directly related to the Company's financial goals and creation of stockholder value, without encouraging senior executives to take unnecessary and excessive risks that threaten the value of the Company. The Committee selects the financial performance metrics, goals and criteria for the performance-based compensation programs each year and also approves adjustments to the calculation of those goals and criteria, including pre-approved adjustments for awards intended to satisfy Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), in order to avoid distorted performance goals and criteria. The Committee believes this process results in performance goals and criteria that are challenging, yet realistic, and that will not encourage senior executives to engage in risky business activities in order to achieve unattainable goals or overcome lower results caused by unforeseen events.

Base Salary

              The Company provides the senior executives with base salary that is sufficiently competitive to attract and retain talented individuals and provides a secure base of guaranteed cash to compensate them for services rendered during the fiscal year. In order to ensure that the majority of compensation is variable, at-risk and tied to performance, the Compensation Committee has currently set base salary levels for the named executive officers typically between 10%9% and 30%26% of targeted total compensation.compensation for 2012. When reviewing proposals for changes to base salary for the named executive officers, the Committee considers the following:

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Appropriate competitive compensation data for the position;



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Individual performance;