-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DvSb4MDcJp2LQIBQ2qKCOZnbuePqrgGpKLxGZoxyVxIO7+LWtriRoq2QVP9VqnUf rTx1SB/3JRDCamGrMK5xRA== 0000950128-97-000819.txt : 19970718 0000950128-97-000819.hdr.sgml : 19970718 ACCESSION NUMBER: 0000950128-97-000819 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 DATE AS OF CHANGE: 19970717 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: 4833 IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00977 FILM NUMBER: 97633601 BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122442000 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 11-K 1 WESTINGHOUSE ELEC. SAVINGS PLAN 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 Commission File Number 1-977 WESTINGHOUSE SAVINGS PROGRAM (Full title of the Plan) Westinghouse Electric Corporation Westinghouse Building, 11 Stanwix Street Pittsburgh, Pennsylvania 15222 (Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office) 2 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Financial Statements and Schedules December 31, 1996 and 1995 (With Independent Auditors' Report Thereon) 3 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Index to Financial Statements and Schedules December 31, 1996 and 1995
Page Independent Auditors' Reports 1 - 3 Statements of Net Assets Available for Benefits, With Fund Information 4 - 7 Statement of Changes in Net Assets Available for Benefits, With Fund Information 8 - 9 Notes to Financial Statements 10 - 17 Schedule 1 - Item 27(a) - Assets Held for Investment Purposes (at the end of the plan year) 18 Schedule 2 - Item 27(d) - Reportable Transactions 19
All other schedules required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended (ERISA) have been omitted because there is no information to report. 4 Independent Auditors' Report To the Participants and Administrator of the Westinghouse Savings Program: We have audited the accompanying statement of net assets available for benefits of the Westinghouse Savings Program (the Plan) as of December 31, 1996, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1996, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. 5 To the Participants and Administrator of the Westinghouse Savings Program Page 2 Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic 1996 financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended (ERISA). The 1996 fund information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for Plan benefits and changes in net assets available for Plan benefits of each fund. The supplemental schedules and 1996 fund information have been subjected to the auditing procedures applied in the audit of the basic 1996 financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic 1996 financial statements taken as a whole. /s/ KPMG Peat Marwick LLP Pittsburgh, Pennsylvania June 13, 1997 6 REPORT OF INDEPENDENT ACCOUNTANTS June 24, 1996 To the Participants and Administrator of the Westinghouse Savings Program We have audited the accompanying statement of assets available for benefits of the Westinghouse Savings Program (the Plan) at December 31, 1995, and the related statement of changes in assets available for benefits for the year ended December 31, 1995. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above presents fairly, in all material respects, the assets available for benefits of the Plan as of December 31, 1995, and the changes in assets available for benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of assets available for benefits and the statement of changes in assets available for benefits is presented for purposes of additional analysis rather than to present the assets available for Plan benefits and changes in assets available for Plan benefits of each fund. The additional schedules and fund information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Price Waterhouse LLP 7 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Net Assets Available for Benefits, With Fund Information December 31, 1996 (In thousands)
Fund Information ------------------------------------------------------------------------------------- Participant Directed ------------------------------------------------------------------------------------- Westinghouse Fidelity Fixed Common Growth BT JPM Income Stock and Income Index Ultra Janus International Fund Fund Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- ---- ---- Investments, at fair value: Westinghouse common stock $ -- 265,316 -- -- -- -- -- Registered investment companies -- -- 220,411 167,906 130,353 117,081 17,127 Loans to participants -- -- -- -- -- -- -- Interest-bearing cash -- 105 3 2 2 4 -- ---------- ------- ------- ------- ------- ------- ------ -- 265,421 220,414 167,908 130,355 117,085 17,127 Investments, at contract value: Beneficial interest in the Westinghouse Savings Program Master Trust (note 5) 2,863,939 -- -- -- -- -- -- ---------- ------- ------- ------- ------- ------- ------ Total investments 2,863,939 265,421 220,414 167,908 130,355 117,085 17,127 Receivables: Rollover contributions 4,432 -- -- -- -- -- -- Due from brokers for investments sold 3,567 1,805 145 132 59 55 5 ---------- ------- ------- ------- ------- ------- ------ Total receivables 7,999 1,805 145 132 59 55 5 ---------- ------- ------- ------- ------- ------- ------ Total assets 2,871,938 267,226 220,559 168,040 130,414 117,140 17,132 Liabilities: Due to brokers for investments purchased (4,432) (1,143) -- -- -- -- -- ---------- ------- ------- ------- ------- ------- ------ Total liabilities (4,432) (1,143) -- -- -- -- -- ---------- ------- ------- ------- ------- ------- ------ Net assets available for benefits $2,867,506 266,083 220,559 168,040 130,414 117,140 17,132 ========== ======= ======= ======= ======= ======= ======
(Continued) 8 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Net Assets Available for Benefits, With Fund Information, Continued December 31, 1996 (In thousands)
Fund Information ---------------------------------------------------------------------- Participant Directed ---------------------------------------------------------------------- BT BT BT Lifecycle Lifecycle Lifecycle JPM Long Mid Short Diversified Range Range Range Participant Fund Fund Fund Fund loans Total ---- ---- ---- ---- ----- ----- Investments, at fair value: Westinghouse common stock $ -- -- -- -- -- 265,316 Registered investment companies 15,703 14,236 12,685 6,260 -- 701,762 Loans to participants -- -- -- -- 54,399 54,399 Interest-bearing cash -- -- 1 -- -- 117 ------- ------ ------ ----- ------ --------- 15,703 14,236 12,686 6,260 54,399 1,021,594 Investments, at contract value: Beneficial interest in the Westinghouse Savings Program Master Trust (note 5) -- -- -- -- -- 2,863,939 ------- ------ ------ ----- ------ --------- Total investments 15,703 14,236 12,686 6,260 54,399 3,885,533 Receivables: Rollover contributions -- -- -- -- -- 4,432 Due from brokers for investments sold 8 4 16 3 14 5,813 ------- ------ ------ ----- ------ --------- Total receivables 8 4 16 3 14 10,245 ------- ------ ------ ----- ------ --------- Total assets 15,711 14,240 12,702 6,263 54,413 3,895,778 Liabilities: Due to brokers for investments purchased -- -- -- -- -- (5,575) ------- ------ ------ ----- ------ --------- Total liabilities -- -- -- -- -- (5,575) ------- ------ ------ ----- ------ --------- Net assets available for benefits $15,711 14,240 12,702 6,263 54,413 3,890,203 ======= ====== ====== ===== ====== =========
See accompanying notes to financial statements. 5 9 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Net Assets Available for Benefits, With Fund Information December 31, 1995 (In thousands)
Fund Information ---------------------------------------------------------------------------- Participant Directed ---------------------------------------------------------------------------- Westinghouse Fidelity Fixed Common Growth BT JPM Income Stock and Income Index Ultra Janus International Fund Fund Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- ---- ---- Investments, at fair value: Westinghouse common stock $ -- 277,079 -- -- -- -- -- Registered investment companies -- -- 181,653 151,342 116,321 89,380 10,018 Loans to participants -- -- -- -- -- -- -- ---------- ------- ------- ------- ------- ------ ------ -- 277,079 181,653 151,342 116,321 89,380 10,018 Investments, at contract value: Beneficial interest in the Westinghouse Savings Program Master Trust (note 5) 3,198,787 -- -- -- -- -- -- ---------- ------- ------- ------- ------- ------ ------ Total investments 3,198,787 277,079 181,653 151,342 116,321 89,380 10,018 Receivables: Employee contributions -- 771 -- -- -- -- -- Employer contributions -- 366 -- -- -- -- -- Other receivables -- 176 -- -- -- -- -- Loan repayments -- 252 -- -- -- -- -- Dividends -- 24 -- -- -- -- -- ---------- ------- ------- ------- ------- ------ ------ Net assets available for benefits $3,198,787 278,668 181,653 151,342 116,321 89,380 10,018 ========== ======= ======= ======= ======= ====== ======
(Continued) 6 10 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Net Assets Available for Benefits, With Fund Information, Continued December 31, 1995 (In thousands)
Fund Information ----------------------------------------------------------------------- Participant Directed ----------------------------------------------------------------------- BT BT BT Lifecycle Lifecycle Lifecycle JPM Long Mid Short Diversified Range Range Range Participant Fund Fund Fund Fund loans Total ---- ---- ---- ---- ----- ----- Investments, at fair value: Westinghouse common stock $ -- -- -- -- -- 277,079 Registered investment companies 14,880 12,579 13,075 6,536 -- 595,784 Loans to participants -- -- -- -- 73,029 73,029 ------- ------ ------ ----- ------ --------- 14,880 12,579 13,075 6,536 73,029 945,892 Investments, at contract value: Beneficial interest in the Westinghouse Savings Program Master Trust (note 5) -- -- -- -- -- 3,198,787 ------- ------ ------ ----- ------ --------- Total investments 14,880 12,579 13,075 6,536 73,029 4,144,679 Receivables: Employee contributions -- -- -- -- -- 771 Employer contributions -- -- -- -- -- 366 Other receivables -- -- -- -- -- 176 Loan repayments -- -- -- -- -- 252 Dividends -- -- -- -- -- 24 ------- ------ ------ ----- ------ --------- Net assets available for benefits $14,880 12,579 13,075 6,536 73,029 4,146,268 ======= ====== ====== ===== ====== =========
See accompanying notes to financial statements. 7 11 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Changes in Net Assets Available for Benefits, With Fund Information Year Ended December 31, 1996 (In thousands)
Fund Information ---------------------------------------------------------------------------- Participant Directed ---------------------------------------------------------------------------- Westinghouse Fidelity Fixed Common Growth BT JPM Income Stock and Income Index Ultra Janus International Fund Fund Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- ---- ---- Additions: Contributions: Employee $ 58,192 7,155 12,179 7,192 9,628 7,438 1,245 Employer 18,399 3,293 3,413 2,378 3,190 2,190 370 Rollovers and trust-to-trust transfers 108,732 866 2,155 904 1,373 1,437 365 ---------- ------- ------- ------- ------- ------- ------ Total contributions 185,323 11,314 17,747 10,474 14,191 11,065 1,980 Investment income: Net appreciation in fair value of investments -- 51,798 26,203 27,486 8,014 5,164 510 Interest and dividends -- 3,469 11,047 4,614 7,303 13,181 660 Net investment gain from the Westinghouse Savings Program Master Trust (note 5) 163,877 -- -- -- -- -- -- ---------- ------- ------- ------- ------- ------- ------ Total investment income 163,877 55,267 37,250 32,100 15,317 18,345 1,170 Other 48 -- 9 -- 17 4 -- ---------- ------- ------- ------- ------- ------- ------ Total additions 349,248 66,581 55,006 42,574 29,525 29,414 3,150 Deductions - benefits paid to participants 325,224 17,032 11,284 10,178 6,835 5,871 970 ---------- ------- ------- ------- ------- ------- ------ Total deductions 325,224 17,032 11,284 10,178 6,835 5,871 970 ---------- ------- ------- ------- ------- ------- ------ Net increase prior to interfund transfers 24,024 49,549 43,722 32,396 22,690 23,543 2,180 Interfund transfers (84,150) (2) 30,093 12,058 14,835 22,094 7,399 ---------- ------- ------- ------- ------- ------- ------ Net increase (decrease) (60,126) 49,547 73,815 44,454 37,525 45,637 9,579 Net transfers from the Plan (note 7) (271,155) (62,132) (34,909) (27,756) (23,432) (17,877) (2,465) ---------- ------- ------- ------- ------- ------- ------ (331,281) (12,585) 38,906 16,698 14,093 27,760 7,114 Net assets available for benefits: Beginning of year 3,198,787 278,668 181,653 151,342 116,321 89,380 10,018 ---------- ------- ------- ------- ------- ------- ------ End of year $2,867,506 266,083 220,559 168,040 130,414 117,140 17,132 ========== ======= ======= ======= ======= ======= ======
(Continued) 8 12 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Changes in Net Assets Available for Benefits, With Fund Information, Continued Year Ended December 31, 1996 (In thousands)
Fund Information --------------------------------------------------------------------- Participant Directed --------------------------------------------------------------------- BT BT BT Lifecycle Lifecycle Lifecycle JPM Long Mid Short Diversified Range Range Range Participant Fund Fund Fund Fund loans Total ---- ---- ---- ---- ----- ----- Additions: Contributions: Employee $ 990 1,116 864 346 - 106,345 Employer 317 360 275 105 - 34,290 Rollovers and trust-to-trust transfers 147 69 145 74 - 116,267 ------- ------ ------ ----- ------- --------- Total contributions 1,454 1,545 1,284 525 - 256,902 Investment income: Net appreciation in fair value of investments 756 959 545 187 - 121,622 Interest and dividends 1,200 991 838 266 5,142 48,711 Net investment gain from the Westinghouse Savings Program Master Trust (note 5) - - - - - 163,877 ------- ------ ------ ----- ------- --------- Total investment income 1,956 1,950 1,383 453 5,142 334,210 Other - - - - - 78 ------- ------ ------ ----- ------- --------- Total additions 3,410 3,495 2,667 978 5,142 591,190 Deductions - benefits paid to participants 737 603 823 727 2,289 382,573 ------- ------ ------ ----- ------- --------- Total deductions 737 603 823 727 2,289 382,573 Net increase prior to interfund transfers 2,673 2,892 1,844 251 2,853 208,617 Interfund transfers 362 881 (1,047) 54 (2,577) - ------- ------ ------ ----- ------- --------- Net increase (decrease) 3,035 3,773 797 305 276 208,617 Net transfers from the Plan (note 7) (2,204) (2,112) (1,170) (578) (18,892) (464,682) ------- ------ ------ ----- ------- --------- 831 1,661 (373) (273) (18,616) (256,065) Net assets available for benefits: Beginning of year 14,880 12,579 13,075 6,536 73,029 4,146,268 ------- ------ ------ ----- ------- --------- End of year $15,711 14,240 12,702 6,263 54,413 3,890,203 ======= ====== ====== ===== ======= =========
See accompanying notes to financial statements. 9 13 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements December 31, 1996 and 1995 (In thousands) (1) Description of Operations and Summary of Significant Accounting Policies Westinghouse Electric Corporation (the Corporation) is a global provider of diverse technologies and services. The businesses comprising the Corporation are industries and technology, and media related. On November 13, 1996, the Corporation announced that the Board of Directors had approved, subject to certain conditions, a plan to separate the Corporation's industries and technology businesses from its media businesses. Completion of the separation is subject to a number of conditions, including a favorable ruling from the Internal Revenue Service that the transaction will not be taxable for U.S. federal income tax purposes to the Corporation or its shareholders and the registration of the Westinghouse Electric Company (WELCO) common stock under the Securities and Exchange Act of 1934. There can be no assurance that the separation will occur or as to the related timing. Furthermore, if the separation does occur, there can be no assurance that all of the assets, liabilities and contractual obligations will be transferred as currently contemplated or that changes will not be made to the separation plan. Management does not know the impact that the separation may have on the Westinghouse Savings Program (the Plan) as of June 13, 1997. Basis of Accounting The financial statements of the Plan are prepared under the accrual basis of accounting. Reclassifications Certain previously reported amounts have been reclassified to conform to the 1996 presentation. (Continued) 10 14 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) Investments The Plan's shares of common stock and registered investment companies are presented at fair market value, which is based on published market quotations. Guaranteed investment contracts with insurance companies and synthetic guaranteed investment contracts held in the Westinghouse Savings Program Master Trust (Master Trust), in which the Plan's Fixed Income Fund has a beneficial interest, are presented at contract value. Loans to participants are valued at cost, which approximates fair value. Measurement Date Purchases and sales of securities are recorded on a trade date basis. Dividends Dividends on the Plan's shares of common stock and registered investment companies are credited to each participant's account, as appropriate, for shares held as of the date of record. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of Plan activity during the reporting period. Actual results could differ from those estimates. Payment of Benefits Benefits are recorded when paid. (Continued) 11 15 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) (2) Description of the Plan The following description of the Plan provides only general information. Participants should refer to the Plan document or the summary plan description for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan. It is subject to the provisions of ERISA. All represented and nonrepresented employees of the Corporation, a designated subsidiary or a designated joint venture are eligible to participate in the Plan. Casual employees, leased employees and employees of excluded units are not eligible to participate in the Plan. Contributions and Withdrawals Plan participants may elect to contribute 2% to 20% of their base earnings on either a pre-tax or after-tax basis or a combination thereof, subject to IRS limitations. The Corporation matches contributions in an amount equal to 50% of the first 6% of the participant's base earnings contributed. Beginning January 1, 1997, the employer matching contributions may, at the discretion of the Plan Administrator, be made in the form of Westinghouse Electric Corporation common stock rather than in cash. Participants may elect for their contributions to be invested in 1% increments in any of eleven investment options. The eleven investment options include the Fixed Income Fund, the Westinghouse Common Stock Fund and the following registered investment companies: the Fidelity Growth and Income Fund, the BT Investment Equity 500 Index Fund (BT Index Fund), the Twentieth Century Ultra Investors Fund (Ultra Fund), the Janus Fund, the JPM Institutional International Equity Fund (JPM International Fund), the JPM Institutional Diversified Fund (JPM Diversified Fund), the BT Investment Lifecycle Long Range Fund (BT Lifecycle Long Range Fund), the BT Investment Lifecycle Mid Range Fund (BT Lifecycle Mid Range Fund) and the BT Investment Lifecycle Short Range Fund (BT Lifecycle Short Range Fund). All participants are permitted to make withdrawals from the Plan subject to provisions in the Plan document. Inactive or terminated participants have several payment options, detailed in the Plan document. (Continued) 12 16 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) Loans Loans are made available to all participants on a nondiscriminatory basis subject to the provisions in the Plan document. The amount of a loan generally cannot exceed the lesser of $50 or one-half of a participant's total vested account balance. Loans bear interest at a fixed rate. The rate is determined as the prime rate in effect on the last business day of the previous quarter plus 1%. All loans are subject to specific repayment terms and are secured by the participant's nonforfeitable interest in his/her account equivalent to the principal amount of the loan. Rollovers and Trust-to-Trust Transfers Corporation employees and retirees may elect to transfer savings from other plans that are qualified by the Internal Revenue Service (IRS) into the Plan. Rollovers and trust-to-trust transfers represent funds transferred from the Westinghouse Pension Plan or other qualified plans to the Plan. Vesting and Forfeitures Participant contributions to the Plan plus actual earnings thereon are fully vested and nonforfeitable. If an employee had eligible service before January 1, 1989, the employer matching contributions plus actual earnings thereon are also vested. Employees hired on or after January 1, 1989, must complete five years of eligibility service to become vested in the employer matching contributions plus actual earnings thereon. If a participant terminates employment prior to completing five years of eligibility service, the current value of their employer matching contributions will be forfeited. Forfeited contributions are used to reduce future employer matching contributions. Plan Expenses The Corporation is responsible for the general administration of the Plan and for carrying out the provisions thereof. The investment assets of the Plan are administered by a trustee appointed by the Financial and Administrative Managers of the Plan. With the exception of investment manager fees, which are paid by the Plan, expenses of the plan are borne by the Corporation. (Continued) 13 17 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) Plan Termination Although it is the intention of the Corporation to continue the Plan, the Corporation has the right to terminate the Plan at any time subject to provisions of collective bargaining agreements. If such termination occurs, all amounts credited to participants' accounts shall become vested and be distributed as soon as practicable. (3) Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits as reflected in the financial statements to the Form 5500 for the 1996 Plan year: Net assets available for benefits per the financial statements $ 3,890,203 Less amounts allocated to withdrawing participants 4,112 ------------ Net assets available for benefits per the Form 5500 $ 3,886,091 ============
The following is a reconciliation of benefits paid to participants as reflected in the financial statements to the Form 5500 for the 1996 Plan year: Benefits paid to participants per the financial statements $ 382,573 Add amounts allocated to withdrawing participants as of December 31, 1996 4,112 ---------- Benefits paid to participants per the Form 5500 $ 386,685 ==========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. (Continued) 14 18 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) (4) Investments The following table presents the values of investments that represent 5% or more of the Plan's net assets as of December 31, 1996 and 1995. December 31, ----------------- 1996 1995 ---- ---- Westinghouse common stock $ 265,316 277,079 Beneficial interest in the Westinghouse Savings Program Master Trust 2,863,939 3,198,787 Fidelity Growth and Income Fund 220,411 (5) Master Trust Effective July 1, 1991, the investment assets of the Westinghouse Personal Savings Plan were commingled with those of the Westinghouse Personal Investment Plan (the former Savings and Investment Plans, respectively) in a Master Trust arrangement. Due to the merger of these plans during 1994, only the Fixed Income Fund remains with a beneficial interest in the Master Trust. As of December 31, 1996, the Master Trust includes the Fixed Income Fund of the Plan, as well as the Fixed Income Fund of another plan sponsored by one of the Corporation's subsidiaries. The Master Trust is administered by Bankers Trust and governed by the Westinghouse Savings Program Master Trust Agreement. Although assets in the Master Trust are commingled, the trustee maintains records of contributions received from and distributions made to the Master Trust for each participating plan. As of December 31, 1996 and 1995, the Plan's beneficial interest in the net assets of the Master Trust was approximately 99.8% and 99.0%, respectively. Net assets and net investment income are allocated by the trustee to each plan based on the beneficial interest of each plan to the total beneficial interests of the participating plans on a daily basis. (Continued) 15 19 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) The following table presents the values of investments in the Master Trust as of December 31, 1996:
Contract Market value value ----- ----- Guaranteed investment contracts $1,049,292 864,345 Synthetic guaranteed investment contracts 1,670,842 1,672,145 Other 148,253 148,253 ---------- --------- Master Trust $2,868,387 2,684,743 ========== =========
The aggregate contract and market values of investments in the Master Trust as of December 31, 1995, were $3,231,917 and $3,273,128, respectively. Market values of investments in the Master Trust are based on quoted market prices or on discounted cash flow analysis utilizing estimated current market interest rates. Synthetic guaranteed investment contracts utilize benefit-responsive wrapper contracts issued by various third-party issuers. The wrapper contracts provide market and cash flow risk protection to the Plan and provide for the execution of participant initiated transactions in the Plan at contract value. The synthetic guaranteed investment contracts may invest in derivatives and include collateralized mortgage obligations (CMOs), real estate investment conduits (REMICs), other mortgage derivatives, call/put options on Treasury securities and U.S. Treasury bond futures contracts. The notional and fair values of these derivatives, as estimated by the trustee and various investment managers, are $363,828 and $370,880 as of December 31, 1996, and $292,129 and $303,730 as of December 31, 1995, respectively. The aggregate net investment gain from the Master Trust for the year ended December 31, 1996, of $199,468 is solely comprised of interest income. The average yield of all investment contracts for the years ended December 31, 1996 and 1995, was 6.62% and 6.93%, respectively, while the crediting interest rate as of December 31, 1996 and 1995, was 6.66% and 7.03%, respectively. (Continued) 16 20 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) (6) Tax Status The former Savings and Investment Plans obtained their latest determination letters on May 12, 1986, in which the IRS stated that the former Savings and Investment Plans, as then designed, were in compliance with the applicable requirements of the Internal Revenue Code (IRC). The Plans have been amended and restated since receiving their determination letters, and the Plan Administrator filed for a new tax determination letter on March 31, 1995. No reply has been received as of June 13, 1997. The Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of December 31, 1996 and 1995. (7) Significant Transfers to (from) the Plan On September 1, 1996, the Plan completed a transfer of assets in the amount of $487,602 to a plan sponsored by Northrop Grumman Corporation in connection with the divestiture of certain businesses of the Corporation's Electronic Systems Group. By fund, the transfer amounted to $300,593, Fixed Income Fund; $57,630, Westinghouse Common Stock Fund; $34,308, Fidelity Growth and Income Fund; $27,437, BT Index Fund; $22,298, Ultra Fund; $17,459, Janus Fund; $2,453, JPM International Fund; $2,174, JPM Diversified Fund; $1,994, BT Lifecycle Long Range Fund; $1,147, BT Lifecycle Mid Range Fund; and $556, BT Lifecycle Short Range Fund. 17 21 Schedule 1 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM EIN: 25-0877540 Plan Number: 002 Item 27(a) - Assets Held for Investment Purposes (at the end of the plan year) December 31, 1996 (In thousands) Column A Column B Column C Column D Column E - - -------- -------- -------- -------- -------- Description of investment including Current/ Identity of issue, borrower, lessor maturity date, rate of interest, contract or similar party collateral, par or maturity value Cost value ---------------- --------------------------------- ---- ----- * Westinghouse Electric Corporation Common stock - 13,349 shares $221,268 265,316 Registered investment companies: Fidelity Investments Fidelity Growth and Income Fund - 7,173 shares 171,129 220,411 * Bankers Trust Company BT Index Fund - 10,170 shares 113,940 167,906 American Century Investments Ultra Fund - 4,641 shares 112,642 130,353 Janus Capital Corporation Janus Fund - 4,789 shares 103,715 117,081 J.P. Morgan JPM International Fund - 1,513 shares 16,460 17,127 J.P. Morgan JPM Diversified Fund - 1,311 shares 14,129 15,703 * Bankers Trust Company BT Investment Lifecycle Long Range Fund - 1,200 shares 12,558 14,236 * Bankers Trust Company BT Investment Lifecycle Mid Range Fund - 1,175 shares 11,567 12,685 * Bankers Trust Company BT Investment Lifecycle Short Range Fund - 605 shares 5,917 6,260 -------- --------- 562,057 701,762 * Bankers Trust Company BT Pyramid Directed Cash Fund 117 117 * Participant loans Participant loans with various rates of interest (7% to 11.5%) and various maturity dates through 2001 0 54,399 -------- --------- $783,442 1,021,594 ======== =========
* Party-in-interest Note: Cost of participant loans is $-0-as indicated in the instructions to Form 5500 - item 27(a). 18 22 Schedule 2 WESTINGHOUSE ELECTRIC CORPORATION WESTINGHOUSE SAVINGS PROGRAM EIN: 25-0877540 Plan Number: 002 Item 27(d) - Reportable Transactions December 31, 1996 (In thousands) Series Transactions, When Aggregated, Involving an Amount in Excess of Five Percent of the Current Value of Plan Assets
Column A Column B Column C Column D Column G Column H Column I -------- -------- -------- -------- -------- -------- -------- Total dollar Total dollar Identity of Number of Number of value of value of Net gain party involved Description of asset purchases sales purchases sales or (loss) -------------- -------------------- --------- ----- --------- ----- --------- Westinghouse Electric Corporation Common Stock 45 51 $ 60,572 65,438 8,058 Fidelity Investments Fidelity Growth and Income Fund 169 - 70,249 - N/A American Century Investments Ultra Fund 138 - 55,698 - N/A Janus Capital Corporation Janus Fund 180 - 52,636 - N/A Bankers Trust BT Pyramid Directed Cash Fund 1,188 962 630,452 638,087 -
Note: Columns E (Lease/Rental) and F (Expense Incurred With Transactions) have been omitted because there is no information to report. 19 23 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on behalf of the Plan by the undersigned thereunto duly authorized. Westinghouse Savings Program Dated: June 27, 1997 By: /s/ B. G. CLAYTON ------------------------- Name: B. G. Clayton Title: Plan Administrator 24 EXHIBIT INDEX
Exhibit No. Description Sequential Page No. 23.1 Consent of Price Waterhouse LLP 23.2 Consent of KPMG Peat Marwick LLP
EX-23.1 2 WESTINGHOUSE ELEC. SAVINGS PLAN 1 EXHIBIT 23.1 Consent of Independent Accountants ---------------------------------- We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-51445) of our report dated June 24, 1996, included in the Annual Report of the Westinghouse Savings Program on Form 11-K for the year ended December 31, 1996. /s/ Price Waterhouse LLP - - ------------------------ Price Waterhouse LLP 600 Grant Street Pittsburgh, Pennsylvania 15219-9954 June 27, 1997 EX-23.2 3 WESTINGHOUSE ELEC. SAVINGS PLAN 1 EXHIBIT 23.2 Consent of Independent Auditors ------------------------------- We consent to the incorporation by reference in the Registration Statement on Form S-8(No. 33-51445) of our report dated June 13, 1997, included in the Annual Report of the Westinghouse Savings Program on Form 11-K for the year ended December 31, 1996. /s/ KPMG PEAT MARWICK LLP - - ------------------------- Pittsburgh, Pennsylvania June 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----