April 12, 2013

Dear Fellow Shareholder,

       2012 was a tremendous step forward in the transformation of CBS Corporation. Our strategic initiatives, built on the creation, development and distribution of premium content, have helped speed the evolution of our Company into one that is driven by a growing number of steady revenue sources. As a result, we produced record results in every quarter in 2012, culminating in a record year. Our base businesses are stronger than ever, and emerging platforms around the world are opening up for us all the time. Even better, the progress we made last year is continuing in 2013, and we're confident the growth of our high-margin revenue streams will drive earnings well into the future.

       During the 2012 full year, we produced records in the following key metrics: Revenue of $14.09 billion, which was up 3%; adjusted operating income before depreciation and amortization (OIBDA) of $3.49 billion, which grew 10%; operating income of $2.98 billion, which rose 14%; and adjusted diluted earnings per share from continuing operations of $2.55, which was up 23%.

       Also in 2012, we took steps to further strengthen our balance sheet and build future profits. We refinanced $1.6 billion of our debt, which will result in significant interest savings. In addition, we generated nearly $1.6 billion in free cash flow, and we used our excess cash to return value to you, our shareholders. In 2012, we increased the total amount authorized under our share repurchase program by 57% and raised our dividend by 20%. We followed that up this year by adding a $1 billion accelerated share repurchase to our buyback program for 2013, which we expect will nearly double the spending on our share repurchases from 2012. As you can see, we remain fully committed to our investors.

       Every one of our businesses is contributing to our success, starting with our largest segment, Entertainment, which includes the CBS Television Network, CBS Television Studios, CBS Global Distribution Group, CBS Films, and CBS Interactive. In 2012, Entertainment revenue rose 3%, to $7.69 billion, and growth in our high-margin revenue streams drove an 8% increase in OIBDA, to $1.55 billion.

       The CBS Television Network is on track to end the 2012-13 season as America's most-watched network, the 10^th time in 11 years we will have achieved this feat. We have the No. 1 program, NCIS; the No. 1 new program, Elementary; the No. 1 comedy, The Big Bang Theory; and the No. 1 news program, 60 Minutes. Our bench strength is so deep that it virtually ensures success next year as well.

       CBS also has the tent-pole events audiences want to see, including the biggest event on television, this year's Super Bowl. Our coverage of Super Bowl XLVII drew 108 million viewers, making it the third most-watched event in television history. I am very proud of the way our entire Company came together – 15 CBS shows across nine divisions, all

centered around historic Jackson Square in New Orleans. It was truly an unprecedented effort and further solidified CBS's position as a leader in sports broadcasting.

       Big events are a key part of our overall strategy. And from the GRAMMYs to the Academy of Country Music Awards, and from NFL Football to the NCAA Men's Basketball Championships, we have the big live television events in entertainment and sports locked up for almost a decade.

       Our tent-pole events are also dominating the social media conversation. We carried the four biggest social media events in history – this year's Super Bowl, last fall's elections, this year's GRAMMYs and last year's GRAMMYs – and three of them were on CBS exclusively. These events are not only generating valuable promotional buzz, but they're also becoming more profitable.

       At CBS News, we continue to raise the bar for journalistic excellence, and audiences are responding. Our renewed focus on hard news is resulting in healthy gains in ratings at CBS This Morning and The CBS Evening News with Scott Pelley. And we are dominating Sundays like never before, starting with the No. 1 Sunday morning news program, CBS Sunday Morning, followed by the No. 1 Sunday public affairs show, Face the Nation, and ending with 60 Minutes – which is not only the #1 news program, but also a Top 10 show week after week.

       Across news, sports, and entertainment, the demand for CBS's programming has never been greater. As a result, we are selling our content in more profitable ways. First and foremost, we are obtaining significantly better terms in our retransmission consent and reverse compensation agreements, and we are confident we will reach $1 billion from these two revenue streams by 2017.

       Digital streaming is also becoming an important source of revenue. In 2012, we signed new agreements with Hulu Plus for domestic streaming of our library content as well as with Netflix International to stream our programming in the UK, Canada, Latin America, Ireland, and Scandinavia. Already this year we have expanded our agreement with Amazon, including a separate deal to license our upcoming summer series, Under the Dome. As new players enter the marketplace, we will continue to respond to opportunities, and we feel better than ever about our position in the catbird seat with the best content out there.

       Domestic and international syndication are also key areas of growth. We have a steady stream of hits, such as Blue Bloods and Hawaii Five-0, that we can sell into domestic syndication. And before the fall season started, we sold several shows produced by CBS Studios, including Vegas and Elementary, into international syndication, realizing significant incremental value as a result. We also increased our international footprint in 2012 by adding CBS-branded cable channels in Eastern Europe, the Middle East, and Africa.

       Our original programming is also driving growth at our Cable Networks, which includes Showtime Networks, CBS Sports Network, and Smithsonian Networks. Cable revenue grew 9% in 2012, to $1.77 billion, while OIBDA rose 15%, to $811 million.

       Showtime, our premium cable channel, continues to build audiences with established hits like Dexter and new shows like Homeland. Both had their highest-rated seasons in 2012. And Homeland emerged as the most-honored show of the year, winning both Emmy and Golden Globe awards for best drama, best actress, and best actor. The momentum has continued in 2013 with Shameless, House of Lies, and Californication all returning with their highest-rated episodes ever. As our ratings grow, so do our Showtime subscribers – they have gone up every year for the last 9 years, and recently cracked the 22 million mark. Our investment in original programming is also setting us up for future success by adding to our library of content that we can monetize well into the future.

       Our CBS Sports Network cable channel is also growing, working hand in glove with the CBS Television Network and other sports properties across our Company. And we're seeing success at Smithsonian Networks as well.

       In Publishing, Simon & Schuster continues to attract the best authors and produce top titles, including 317 New York Times best-sellers in 2012, with 35 making it to No. 1. That's 84 more best-sellers and six more No. 1s than 2011. This segment continues to benefit from the shift to more profitable digital books, which grew 35% in 2012 and represented 23% of total Publishing revenue. In 2012, Publishing reported $790 million in revenue and $89 million in OIBDA.

       Local Broadcasting also had a terrific year, driven by record political spending as well as growth in revenue from retransmission consent fees. Local Broadcasting revenue increased 3% to $2.77 billion, and OIBDA rose 13% to $957 million. Our TV stations continue to deliver big ratings. During the February sweeps earlier this year, every one of our CBS television stations was No. 1 in prime time. And during the Super Bowl, WJZ in Baltimore had its highest ratings since Nielsen began measuring television in that market.

       We also used the Super Bowl as a launching pad for CBS Sports Radio, which debuted in January 2013 as the largest major-market sports radio network in the country. When we announced this venture in 2012, we had less than 100 affiliates. At launch, that number was at 250, and it's still growing. In addition, CBS Radio continued to focus on its major-market strategy in 2012 with the sale of the West Palm Beach radio cluster and the purchase of radio stations in New York City and Washington, D.C.

       Finally, in Outdoor, we are pursuing a pair of important initiatives that will unlock the true value of our assets. First, we are selling our outdoor operations in Europe, which is attracting significant interest. At the same time, we are converting our Outdoor Americas operations into a real estate investment trust. We are confident these actions will result in even bigger returns for our shareholders.

       As you can see, across our Company our businesses are performing extremely well. Our content remains at the top of its game. And the growth opportunities we have to monetize our programming from digital streaming, domestic and international syndication, reverse compensation, and retransmission consent fees have never been greater.

       We have a bright future ahead. And along the way, we will continue to manage our businesses in a way that delivers maximum shareholder returns to you, our investors. This remains our commitment to you, and we thank you for your continued support.

Sumner M. Redstone Executive Chairman of the Board and Founder		Leslie Moonves President and Chief Executive Officer

* Free cash flow, adjusted OIBDA and adjusted diluted earnings per share, all for 2012 and referred to in this letter, are non-GAAP financial measures. For a reconciliation of these non-GAAP measures to reported results and for more information on the Company's 2012 results, please refer to the "Supplemental Disclosures Regarding Non-GAAP Financial Information" found at the end of our earnings release for the fourth quarter and year ended December 31, 2012, which is available in the Investors section of our website at http://www.cbscorporation.com. This letter should be read in conjunction with the CBS Corporation's 2012 Annual Report on Form 10-K, including the risk factors discussed therein.