ISSUER:

CBS Corporation

GUARANTOR:

CBS Operations Inc.

TITLE OF SECURITIES:

6.750% Senior Notes due 2056

TRADE DATE:

March 20, 2007

SETTLEMENT DATE (T+5):

March 27, 2007

MATURITY DATE:

March 27, 2056

AGGREGATE PRINCIPAL
AMOUNT OFFERED:

$700 million (28.0 million number of Senior Notes)                 

OVER-ALLOTMENT OPTION:

Notwithstanding anything to the contrary set out in the preliminary Prospectus Supplement dated March 19, 2007, we have not granted the underwriters any over-allotment option in connection with this transaction

INTEREST RATE:

6.750% per annum, paid quarterly on a 30/360 basis

INTEREST PAYMENT DATES:

Quarterly on each March 27, June 27, September 27 and December 27, beginning on June 27, 2007

RECORD DATES:

March 12, June 12, September 12 and December 12 of each year until maturity

DENOMINATIONS:

Minimum of $25 and integral multiples of $25

OPTIONAL REDEMPTION:

We may redeem the Senior Notes, in whole or in part, at any time and from time to time on or after March 27, 2012 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date.  Additionally, we may redeem all, but not less than all, of the Senior Notes in the event of certain developments affecting taxation.

CUSIP:

124857 400

LISTING:

We intend to apply to list the Senior Notes on the New York Stock Exchange, on which CBS Corporation expects trading to begin within 30 days after the date of original issuance

RATINGS:

Moody’s Investors Service: Baa3 (stable)

Standard & Poor’s Ratings Services: BBB (stable)
Fitch Ratings: BBB (stable)

PRICE TO PUBLIC (ISSUE PRICE):  

100.00%¹

GROSS SPREAD:

3.15% per Senior Note will be paid by us, provided, however, that for sales to certain institutions, an underwriting discount of 2.00% per Senior Note will be paid by us

NET PROCEEDS:

$678,020,150

JOINT BOOK-RUNNING MANAGERS:

Citigroup Global Markets Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

SENIOR CO-MANAGERS:

Morgan Stanley & Co. Incorporated

UBS Securities LLC

Wachovia Capital Markets, LLC

JUNIOR CO-MANAGERS:

Banc of America Securities LLC
A.G. Edwards & Sons, Inc.
RBC Dain Rauscher Inc.

REFERENCE DOCUMENT:

Prospectus Supplement dated March 20, 2007
Prospectus dated March 19, 2007