-----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, RiRUgFPo+YX6hhhcCk/XHekgCBsyVs66sD0zAj9dAAVObOd1skh6b9hvih97PHbT Bh6TLx4jgqekNQwU4C8xQg== 0000950128-98-000883.txt : 19980630 0000950128-98-000883.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950128-98-000883 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CBS CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-00977 FILM NUMBER: 98656361 BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 11-K 1 CBS CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 Commission File Number 1-977 WESTINGHOUSE DE PUERTO RICO RETIREMENT SAVINGS PLAN (Full title of the Plan) CBS CORPORATION 51 West 52nd Street New York, New York 10019 (Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office) 2 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Financial Statements as of December 31, 1997 and 1996, and Schedules as of December 31, 1997 (With Independent Auditors' Report Thereon) 3 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Index to Financial Statements and Schedules December 31, 1997 and 1996
Page ---- Independent Auditors' Report 1 Statements of Net Assets Available for Benefits, With Fund Information 2 - 3 Statement of Changes in Net Assets Available for Benefits, With Fund Information 4 - 5 Notes to Financial Statements 6 - 13 Schedule 1 - Line 27(a) - Schedule of Assets Held for Investment Purposes 14 Schedule 2 - Line 27(d) - Schedule of Reportable Transactions 15 - 17
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 de Puerto Rico, Inc. Retirement Savings Plan: We have audited the accompanying statements of net assets available for benefits of the Westinghouse de Puerto Rico, Inc. Retirement Savings Plan (the Plan) as of December 31, 1997 and 1996, and the related statement of changes in net assets available for benefits for the year ended December 31, 1997. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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 audits provide 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, 1997 and 1996, and the changes in net assets available for benefits for the year ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were 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 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 fund information in the statements 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 fund information have been subjected to the auditing procedures applied in the audits 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/ KPMG PEAT MARWICK LLP - -------------------------- Pittsburgh, Pennsylvania June 5, 1998 5 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1997 --------------------------------------------------------------------------- Fund Information --------------------------------------------------------------------------- Participant Directed --------------------------------------------------------------------------- Fidelity CBS Fixed Vanguard Growth Common Income Mutual & Income Stock Fund Fund Fund Fund ---- ---- ---- ---- Investments, at fair value: Registered investment companies $ - 823,578 156,626 - CBS common stock - - - 336,741 Loans to participants - - - - Interest-bearing cash - - - 31 --------------- ------------ ------------ ---------- - 823,578 156,626 336,772 Investments, at contract value: Beneficial interest in the Westinghouse Savings Program Master Trust (note 4) 2,609,580 - - - --------- ------------ ------------ ------------ Total investments 2,609,580 823,578 156,626 336,772 Receivables: Interest and dividends - - - 4 --------------- ------------ ------------ ----------- Total assets 2,609,580 823,578 156,626 336,776 Liabilities: Plan transfer (note 6) (2,474,304) (733,029) (137,375) (235,233) --------- ------- ------- ------- Net assets available for benefits $ 135,276 90,549 19,251 101,543 ========== ======== ======== =======
----------------------------- ------------ ------------ Loan Fund Total ---- ----- Investments, at fair value: Registered investment companies - 980,204 CBS common stock - 336,741 Loans to participants 384,427 384,427 Interest-bearing cash - 31 ------------ ------------- 384,427 1,701,403 Investments, at contract value: Beneficial interest in the Westinghouse Savings Program Master Trust (note 4) - 2,609,580 ------------ --------- Total investments 384,427 4,310,983 Receivables: Interest and dividends - 4 ------------ -------------- Total assets 384,427 4,310,987 Liabilities: Plan transfer (note 6) (383,915) (3,963,856) ------- --------- Net assets available for benefits 512 347,131 ========= ==========
See accompanying notes to financial statements. 2 6 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Statement of Net Assets Available for Benefits, With Fund Information
December 31 ,1996 ---------------------------------------------------------------- Fund Information ------------------------------------------------- Participant Directed ------------------------------------------------- CBS Fixed Vanguard Common Income Mutual Stock Fund Fund Fund Total ---- ---- ---- ----- Investments, at fair value: Registered investment companies $ - 910,662 - 910,662 CBS (formerly Westinghouse Electric Corporation) common stock - - 450,148 450,148 Interest-bearing cash - - 36 36 --------------- ------------- ----------- -------------- - 910,662 450,184 1,360,846 Investments, at contract value: Beneficial interest in the Westinghouse Savings Program Master Trust (note 4) 4,156,850 - - 4,156,850 --------- ------------- ------------- --------- Total investments 4,156,850 910,662 450,184 5,517,696 Receivables: Interest and dividends - 69 32 101 --------------- ----------- ----------- ------------- Total assets 4,156,850 910,731 450,216 5,517,797 Liabilities: Plan transfer (note 6) (522,322) (120,395) (38,694) (681,411) ---------- ------- ------- ---------- Net assets available for benefits $ 3,634,528 790,336 411,522 4,836,386 ========= ======= ======= =========
See accompanying notes to financial statements. 3 7 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, With Fund Information Year Ended December 31, 1997
Fund Information --------------------------------------------------------- Participant Directed --------------------------------------------------------- Fidelity CBS Fixed Vanguard Growth Common Income Mutual & Income Stock Loan Fund Fund Fund Fund Fund Total ---- ---- ---- ---- ---- ----- Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $ - 218,619 9,624 126,144 - 354,387 Interest on participant loans 6,922 1,437 232 367 - 8,958 Interest and dividends - 20,621 3,263 3,690 - 27,574 Net investment gain from the Westinghouse Savings Program Master Trust (note 4) 199,277 - - - - 199,277 --------- ------------ ------------ -------- --------- ---------- Total investment income 206,199 240,677 13,119 130,201 - 590,196 Contributions: Employer's contributions 159,811 27,958 2,702 14,441 - 204,912 Participants' contributions 414,386 84,142 6,999 39,462 - 544,989 --------- -------- --------- -------- --------- ---------- Total contributions 574,197 112,100 9,701 53,903 - 749,901 --------- ------- --------- -------- --------- ---------- Total additions 780,396 352,777 22,820 184,104 - 1,340,097 (Continued)
4 8 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, With Fund Information, Continued Year Ended December 31, 1997
Fund Information ------------------------------------------------------------------- Participant Directed ------------------------------------------------------------------- Fidelity CBS Fixed Vanguard Growth Common Income Mutual & Income Stock Fund Fund Fund Fund ---- ---- ---- ---- Deductions from net assets attributed to: Benefits paid to participants (1,358,534) (388,075) (1,141) (102,687) Loans to participants, net of repayments (316,060) (47,819) 933 (21,481) Refund of employee contributions (8,406) (4,224) - (34) ----------- -------- ------------ ---------- Total deductions (1,683,000) (440,118) (208) (124,202) --------- ------- --------- ------- Net (decrease) increase prior to interfund and plan transfers (902,604) (87,341) 22,612 59,902 Interfund transfers (118,317) 127,335 134,014 (143,032) Plan transfers (note 6) (2,478,331) (739,781) (137,375) (226,849) --------- ------- ------- ------- Total transfers (2,596,648) (612,446) (3,361) (369,881) --------- ------- -------- ------- Net (decrease) increase (3,499,252) (699,787) 19,251 (309,979) Net assets available for benefits: Beginning of year 3,634,528 790,336 - 411,522 --------- ------- ------------- ------- End of year $ 135,276 90,549 19,251 101,543 ========== ======== ======== =======
-------------- -------------- Loan Fund Total ---- ----- Deductions from net assets attributed to: Benefits paid to participants - (1,850,437) Loans to participants, net of repayments 384,427 - Refund of employee contributions - (12,664) ------------ ---------- Total deductions 384,427 (1,863,101) ------- --------- Net (decrease) increase prior to interfund and plan transfers 384,427 (523,004) Interfund transfers - - Plan transfers (note 6) (383,915) (3,966,251) ------- --------- Total transfers (383,915) (3,966,251) ------- --------- Net (decrease) increase 512 (4,489,255) Net assets available for benefits: Beginning of year - 4,836,386 ------------ --------- End of year 512 347,131 ========= ==========
See accompanying notes to financial statements. 5 9 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1997 and 1996 (1) Description of Operations and Summary of Significant Accounting Policies ------------------------------------------------------------------------ Westinghouse Electric Company, S.A. (the Company), a wholly owned subsidiary of CBS Corporation (the Corporation), formerly Westinghouse Electric Corporation, is the successor plan sponsor to Westinghouse de Puerto Rico, Inc. Westinghouse de Puerto Rico, Inc. was a wholly owned subsidiary of the Corporation until October 31,1997, at which time it was sold to Ingersoll-Rand Company. CBS Corporation is one of the largest radio and television broadcasters in the United States. The sale of Westinghouse de Puerto Rico, Inc. resulted in substantially all Westinghouse de Puerto Rico, Inc. Retirement Savings Plan (the Plan) participants being transferred to a plan sponsored by Thermo King de Puerto Rico, Inc. (see note 6). The Corporation has the right to terminate the Plan at any time. Due to the limited number of participants remaining in the Plan, management of the Corporation is considering the cost effectiveness of the Plan and may terminate the Plan in the near future. If such termination occurs, all amounts credited to participants' accounts shall become vested and be distributed pursuant to ERISA regulations. Basis of Accounting ------------------- The financial statements of the Plan are prepared under the accrual basis of accounting. 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. (Continued) 6 10 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued 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. Payment of Benefits ------------------- Benefits are recorded when paid. 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. (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 effective as of January 1, 1992. The Plan is subject to the provisions of ERISA. The Plan covered all full-time employees rendering service in Puerto Rico who are or were employees of Westinghouse de Puerto Rico, Inc. and covers certain existing and former divisions and subsidiaries of CBS Corporation (the Companies) and who are not covered under a collective bargaining agreement. Casual employees, temporary employees or leased employees are not eligible to participate in the Plan. (Continued) 7 11 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued The administrative managers of the Corporation's plans serve as Plan Administrator of the Westinghouse de Puerto Rico, Inc. Retirement Savings Plan. Contributions ------------- Plan participants may elect to contribute on a pre-tax basis from 1% to 4% of their total compensation excluding bonuses and incentive awards as a basic contribution and from 1% to 4% extra of their total compensation excluding bonuses and incentive awards on a pre-tax basis as a supplementary contribution. Effective April 1, 1997, participants may elect to contribute on an after-tax basis from 1% to 4% of their total compensation excluding bonuses and incentive awards as an additional supplementary contribution. The Companies contribute an amount equal to 50% of the employee's basic contribution. The participant's maximum contribution cannot exceed the lesser of 12% of eligible compensation or $7,500 in 1997, (8% of eligible compensation or $7,500 in 1996), subject to the Puerto Rico Internal Revenue Code. The employee's election shall be effective for a minimum of one quarter. Upon enrollment in the Plan, a participant can elect for their contribution to be invested in one or more of the following four funds: the Fixed Income Fund; the Vanguard Index Trust 500 Portfolio (Vanguard Mutual Fund); the Fidelity Growth and Income Fund; or the CBS Common Stock Fund. Participants may direct their investments in 10% multiples in any combination they wish. The Companies have the right under the Plan to discontinue their contributions at any time. Rollovers --------- An employee eligible to participate in the Plan may elect to deposit (roll over) into the Plan distributions received from other plans that are qualified by the Puerto Rico Internal Revenue Code. Rollovers are fully vested at all times and are nonforfeitable. Withdrawals ----------- All participants are permitted to make withdrawals from the Plan subject to provisions in the Plan document. Distributions from the Plan upon retirement, termination or death shall be paid in cash and/or shares of common stock, as detailed in the Plan document. (Continued) 8 12 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued Loans ----- Effective April 1, 1997, participants are eligible to take a loan from the Plan. The amount of a loan generally cannot exceed the lesser of $50,000 or one-half of the participant's total pre-tax vested account balance. Loans bear interest at a fixed rate which is equal to the prime rate in effect on the last business day of the calendar quarter prior to the loan origination date, 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. 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, 1992, the employer matching contributions plus actual earnings thereon are also vested. Employees hired on or after January 1, 1992, must complete three years of eligibility service to become vested in the employer matching contributions plus actual earnings thereon. If a participant terminates employment prior to completing three 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. Amounts forfeited in 1997 were $6,897. Plan Expenses ------------- The administrative managers are 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 Corporation. Administrative expenses are paid directly by the Corporation and, accordingly, are not reflected in the Plan's financial statements. (Continued) 9 13 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued (3) Investments ----------- The following table presents the values of investments that represent 5% or more of the Plan's net assets as of December 31, 1997 and 1996:
1997 1996 ---- ---- Beneficial interest in the Westinghouse Savings Program Master Trust $ 2,609,580 4,156,850 Vanguard Institutional Index Fund - 910,662 Vanguard Index Trust 500 Portfolio 823,578 - Fidelity Growth & Income Fund 156,626 - CBS (formerly Westinghouse Electric Corporation) common stock 336,741 450,148
(4) Master Trust (Dollar Amounts in Thousands) ------------------------------------------ As of December 31, 1997, the Master Trust includes the Fixed Income Fund of the Plan, as well as the Fixed Income Fund of another plan sponsored by the Corporation. 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, 1997 and 1996, the Plan's beneficial interest in the net assets of the Master Trust was approximately 0.1% and 0.2%, 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. The following table presents the values of investments in the Master Trust as of December 31, 1997 and 1996:
1997 1996 ------------------------------ --------------------------- Contract Market Contract Market value value value value Guaranteed investment contracts $ 633,976 661,217 1,049,292 864,345 Synthetic guaranteed investment contracts 2,106,927 2,125,700 1,670,842 1,672,145 Cash (cash overdraft) (13,336) (13,336) 148,253 148,253 ----------- ----------- ---------- ---------- Master Trust $ 2,727,567 2,773,581 2,868,387 2,684,743 ========= ========= ========= =========
(Continued) 10 14 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued 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 $303,016 and $302,475 as of December 31, 1997, and $363,828 and $370,880 as of December 31, 1996, respectively. The aggregate investment gain from the Master Trust for the year ended December 31, 1997, of $183,503 is solely comprised of interest income. Certain expenses of the Master Trust are deducted from the aggregate investment gain. The average yield of all investment contracts for the years ended December 31, 1997 and 1996, was 6.87% and 6.62%, respectively, while the crediting interest rate as of December 31, 1997 and 1996, was 6.61% and 6.66%, respectively. (5) Tax Status ---------- The Plan obtained a favorable determination letter dated September 27, 1993, from the Puerto Rico Department of the Treasury which qualifies the Plan as tax exempt under the provisions of the Puerto Rico Internal Revenue Code (the Code). The Plan Administrator and the Plan's tax counsel believe that the Plan is currently being operated in compliance with the applicable requirements of the Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of December 31, 1997 and 1996. Under the Puerto Rico income tax laws and regulations, a participant is not subject to income taxes on the contributions of the employing company, or on the interest from insurance contracts and investment income received by the Trustee until the participant's account is distributed or withdrawals are made. (Continued) 11 15 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued (6) Transfer of Assets and Other Events ----------------------------------- On October 31, 1997, Westinghouse de Puerto Rico, Inc., with approximately 760 plan participants, was sold to Ingersoll-Rand Company. In accordance with the purchase agreement, assets equal to the October 31, 1997, account balances of the Company's employees were transferred to a plan sponsored by Thermo King de Puerto Rico, Inc. Such transfer did not occur until subsequent to December 31, 1997, and, accordingly, the December 31, 1997, market value of these assets by fund are listed below: Fixed Income Fund $ 2,474,304 Vanguard Mutual Fund 733,029 Fidelity Growth and Income Fund 137,375 CBS Common Stock Fund 235,233 Loan Fund 383,915 ------------ $ 3,963,856 ============
The above amounts, which represent Plan assets to be transferred to other plans, have been recorded as liabilities on the statement of net assets available for benefits as of December 31, 1997. On March 1, 1996, the Productos Electronicos Industriales Division (PEI), with approximately 253 plan participants, was sold to Northrop Grumman Corporation. In accordance with the purchase agreement, assets equal to the March 31, 1996 account balances of PEI employees were transferred to a plan sponsored by Northrop Grumman Corporation. Such transfer did not occur until subsequent to December 31, 1996, and, accordingly, the December 31, 1996, market value of these assets by fund are listed below. Fixed Income Fund $ 522,322 Vanguard Mutual Fund 120,395 CBS Common Stock Fund 38,694 ---------- $ 681,411 ==========
The above amounts, which represent Plan assets to be transferred to other plans, have been recorded as liabilities on the statement of net assets available for benefits as of December 31, 1996. (Continued) 12 16 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements, Continued On September 30, 1996, the Productos Circuitos de Puerto Rico Division was sold to Productos Circuitos de Puerto Rico P.R., Inc., and, on November 30, 1996, the Wittnauer International Division was sold to Composite Holdings L.L.C. In addition, two other facilities were closed as of December 31, 1996: the Computer and Instrumentation Division (CIPR) and Westinghouse Electric Company, S.A. - Power Generation. Assets equal to the account balances of the affected employees were distributed to participants subsequent to December 31, 1996. The December 31, 1996 market value of these assets by fund was as follows: Fixed Income Fund $ 875,615 Vanguard Mutual Fund 315,622 CBS Common Stock Fund 79,628 ----------- $ 1,270,865 ============
The above amounts, which represent Plan assets to be distributed directly to participants, have not been recorded as liabilities on the statement of net assets available for benefits as of December 31, 1996, since benefits are recorded when paid. 13 17 Schedule 1 ---------- WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN EIN: 25-1202929 Plan Number: 007 Line 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1997
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 ---------------- --------------------------------- ---- ----- Registered investment companies: Vanguard Group Vanguard Index Trust 500 Portfolio - 9,144 shares $ 823,944 823,578 Fidelity Investments Fidelity Growth and Income Fund - 4,111 shares 147,100 156,626 * CBS Corporation Common stock - 11,439 shares 186,819 336,741 * Bankers Trust Company BT Pyramid Directed Cash Fund 31 31 * Participant loans Participant loans with interest rates of 9.5% and various maturity dates through 2002 0(1) 384,427 ----------- --------- $1,157,894 1,701,403 ========== =========
* - Party-in-interest (1) The cost of participant loans is $-0- as provided for in the instructions to the Form 5500 - Line 27(a) 14 18 Schedule 2 ---------- WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN EIN: 25-1202929 Plan Number: 007 Line 27(d) - Schedule of Reportable Transactions Year Ended December 31, 1997
- ------------------------------------------------------------------------------------------------------------------------ Single Transactions 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 -------- -------- -------- -------- -------- -------- -------- Current value of asset on Identity of Purchase Selling Cost of transaction Net gain party involved Description of asset price price asset date (loss) -------------- -------------------- ----- ----- ----- ---- ------ Registered investment companies: Vanguard Group Vanguard Institutional Index Fund $ - 823,944 570,355 823,944 253,589 - 156,817 108,165 156,817 48,652 - 115,191 83,735 115,191 31,456 - 108,000 78,091 108,000 29,909 79,425 - 79,425 79,425 N/A Vanguard Group Vanguard Index Trust 500 Portfolio 823,944 - 823,944 823,944 N/A CBS Corporation Common stock - 74,313 46,831 74,313 27,482
(Continued) 15 19 Schedule 2, Continued --------------------- WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN EIN: 25-1202929 Plan Number: 007 Line 27(d) - Schedule of Reportable Transactions, Continued
- ------------------------------------------------------------------------------------------------------------------------ Single Transactions 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 -------- -------- -------- -------- -------- -------- -------- Current value of asset on Identity of Purchase Selling Cost of transaction Net gain party involved Description of asset price price asset date (loss) -------------- -------------------- ----- ----- ----- ---- ------ Bankers Trust Company BT Pyramid Directed Cash Fund $ - 125,004 125,004 125,004 - 115,191 - 115,191 115,191 N/A 79,425 - 79,425 79,425 N/A - 79,425 79,425 79,425 - 111,889 - 111,889 111,889 N/A 95,975 - 95,975 95,975 N/A - 89,257 89,257 89,257 - - 76,173 76,173 76,173 - 74,313 - 74,313 74,313 N/A
Note 1: Columns E (Lease/Rental) and F (Expense Incurred With Transaction) have been omitted because there is no information to report. (Continued) 16 20 Schedule 2, Continued --------------------- WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN EIN: 25-1202929 Plan Number: 007 Line 27(d) - Schedule of Reportable Transactions, Continued
- ----------------------------------------------------------------------------------------------------------------------- Series Transactions, When Aggregated, Involving an Amount in Excess of Five Percent of the Current Value of Plan Assets Number Number Total dollar Total dollar Identity of of of value of value of Net gain party involved Description of asset purchases sales purchases sales (loss) -------------- -------------------- --------- ----- --------- ----- ------ Registered investment companies: Vanguard Group Vanguard Institutional Index Fund 22 13 $ 266,366 1,396,014 422,942 Vanguard Group Vanguard Index Trust 500 Portfolio 1 - 823,944 - N/A CBS Corporation Common stock - 8 - 265,158 76,862 Bankers Trust Company BT Pyramid Directed Cash Fund 54 38 783,160 791,711 -
17 21 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 de Puerto Rico, Inc. Retirement Savings Plan Dated: June 26, 1998 By: /s/ A. G. Ambrosio ------------------- Name: A. G. Ambrosio Title: Plan Administrator 22 EXHIBIT INDEX Exhibit No. Description 23 Consent of KPMG Peat Marwick LLP EX-23 2 CBS CORPORATION 1 EXHIBIT 23 Consent of Independent Auditors ------------------------ We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-44044) of our report dated June 5, 1998, included in the Annual Report of the Westinghouse de Puerto Rico, Inc. Retirement Savings Plan on Form 11-K for the year ended December 31, 1997. /s/ KPMG PEAT MARWICK LLP --------------------- Pittsburgh, Pennsylvania June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----