-----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, IWOCMVtw/hM/VXWMQEKNjt4wXASX5KlOBjvcP/d7KYHwQ/Ba8Jkguf32HV5RGU0T PfoP/H0m59DDX+pgdM9jaQ== 0000950128-98-000884.txt : 19980630 0000950128-98-000884.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950128-98-000884 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: 98656379 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 SAVINGS PROGRAM (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 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Financial Statements as of December 31, 1997 and 1996, and Schedules as of December 31, 1997 (With Independent Auditors' Report Thereon) 3 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM 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 - 5 Statement of Changes in Net Assets Available for Benefits, With Fund Information 6 - 7 Notes to Financial Statements 8 - 16 Schedule 1 - Line 27(a) - Schedule of Assets Held for Investment Purposes 17 Schedule 2 - Line 27(d) - Schedule of Reportable Transactions 18
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 statements of net assets available for benefits of the Westinghouse Savings Program (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 12, 1998 5 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Net Assets Available for Benefits, With Fund Information December 31, 1997 (In thousands)
Fund Information -------------------------------------------------------------------------------------- Participant Directed -------------------------------------------------------------------------------------- CBS Fidelity BT Fixed Common Growth BT Lifecycle Income Stock and Income Index Ultra Janus Long Range Fund Fund Fund Fund Fund Fund Fund ---------- --------- --------- --------- --------- --------- --------- Investments, at fair value: CBS common stock $ - 353,227 - - - - - Registered investment companies - - 295,923 240,809 158,515 143,732 21,443 Loans to participants - - - - - - - Interest-bearing cash - 6,980 1 3 5 2 2 ---------- ---------- ---------- ---------- ---------- ---------- ---------- - 360,207 295,924 240,812 158,520 143,734 21,445 Investments, at contract value: Beneficial interest in the Westinghouse Savings Program Master Trust (note 6) 2,724,441 - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total investments 2,724,441 360,207 295,924 240,812 158,520 143,734 21,445 Receivables: Rollover contributions 1,293 21 96 282 64 106 - Due from brokers for investments sold 52,188 1,274 16,762 12,293 9,651 8,970 1,154 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total receivables 53,481 1,295 16,858 12,575 9,715 9,076 1,154 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total assets 2,777,922 361,502 312,782 253,387 168,235 152,810 22,599 Liabilities: Plan transfer (note 8) (50,485) (4,438) (8,017) (6,504) (4,785) (4,459) (632) Due to brokers for investments purchased - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total liabilities (50,485) (4,438) (8,017) (6,504) (4,785) (4,459) (632) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net assets available for benefits $2,727,437 357,064 304,765 246,883 163,450 148,351 21,967 ========== ========== ========== ========== ========== ========== ==========
(Continued) 2 6 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Net Assets Available for Benefits, With Fund Information, Continued December 31, 1997 (In thousands)
Fund Information -------------------------------------------------------------- Participant Directed -------------------------------------------------------------- BT BT Lifecycle Lifecycle JPM JPM Mid Short Diversified International Range Range Participant Fund Fund Fund Fund Loans Total ---------- ---------- ---------- ---------- ---------- ---------- Investments, at fair value: CBS common stock $ - - - - - 353,227 Registered investment companies 18,545 16,899 17,310 7,241 - 920,417 Loans to participants - - - - 47,760 47,760 Interest-bearing cash 2 3 2 2 - 7,002 ---------- ---------- ---------- ---------- ---------- ---------- 18,547 16,902 17,312 7,243 47,760 1,328,406 Investments, at contract value: Beneficial interest in the Westinghouse Savings Program Master Trust (note 6) - - - - - 2,724,441 ---------- ---------- ---------- ---------- ---------- ---------- Total investments 18,547 16,902 17,312 7,243 47,760 4,052,847 Receivables: Rollover contributions - 53 - - - 1,915 Due from brokers for investments sold 1,166 1,463 861 849 4,673 111,304 ---------- ---------- ---------- ---------- ---------- ---------- Total receivables 1,166 1,516 861 849 4,673 113,219 ---------- ---------- ---------- ---------- ---------- ---------- Total assets 19,713 18,418 18,173 8,092 52,433 4,166,066 Liabilities: Plan transfer (note 8) (496) (526) (575) (416) (2,326) (83,659) Due to brokers for investments purchased - - - (35) - (35) ---------- ---------- ---------- ---------- ---------- ---------- Total liabilities (496) (526) (575) (451) (2,326) (83,694) ---------- ---------- ---------- ---------- ---------- ---------- Net assets available for benefits $ 19,217 17,892 17,598 7,641 50,107 4,082,372 ========== ========== ========== ========== ========== ==========
See accompanying notes to financial statements. 3 7 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Net Assets Available for Benefits, With Fund Information December 31, 1996 (In thousands)
Fund Information ------------------------------------------------------------------ Participant Directed ------------------------------------------------------------------ CBS Fidelity Fixed Common Growth BT Income Stock and Income Index Ultra Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ----------- Investments, at fair value: CBS (formerly Westinghouse Electric $ - 265,316 - - - Corporation) common stock Registered investment companies - - 220,411 167,906 130,353 Loans to participants - - - - - Interest-bearing cash - 105 3 2 2 ----------- ----------- ----------- ----------- ----------- - 265,421 220,414 167,908 130,355 Investments, at contract value: Beneficial interest in the Westinghouse Savings Program Master Trust (note 6) 2,863,939 - - - - ----------- ----------- ----------- ----------- ----------- Total investments 2,863,939 265,421 220,414 167,908 130,355 Receivables: Rollover contributions 4,432 - - - - Due from brokers for investments sold 3,567 1,805 145 132 59 ----------- ----------- ----------- ----------- ----------- Total receivables 7,999 1,805 145 132 59 ----------- ----------- ----------- ----------- ----------- Total assets 2,871,938 267,226 220,559 168,040 130,414 Liabilities: Due to brokers for investments purchased (4,432) (1,143) - - - ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $ 2,867,506 266,083 220,559 168,040 130,414 =========== =========== =========== =========== =========== Fund Information ------------------------ Participant Directed ------------------------ BT Lifecycle Janus Long Range Fund Fund ----------- ----------- Investments, at fair value: CBS (formerly Westinghouse Electric - - Corporation) common stock Registered investment companies 117,081 14,236 Loans to participants - - Interest-bearing cash 4 - ----------- ----------- 117,085 14,236 Investments, at contract value: Beneficial interest in the Westinghouse Savings Program Master Trust (note 6) - - ----------- ----------- Total investments 117,085 14,236 Receivables: Rollover contributions - - Due from brokers for investments sold 55 4 ----------- ----------- Total receivables 55 4 ----------- ----------- Total assets 117,140 14,240 Liabilities: Due to brokers for investments purchased - - ----------- ----------- Net assets available for benefits 117,140 14,240 =========== ===========
(Continued) 4 8 CBS 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 Lifecycle Lifecycle JPM JPM Mid Short Diversified International Range Range Participant Fund Fund Fund Fund Loans Total ---------- ---------- ---------- ---------- ---------- ---------- Investments, at fair value: CBS (formerly Westinghouse Electric Corporation) common stock $ - - - - - 265,316 Registered investment companies 15,703 17,127 12,685 6,260 - 701,762 Loans to participants - - - - 54,399 54,399 Interest-bearing cash - - 1 - - 117 ---------- ---------- ---------- ---------- ---------- ---------- 15,703 17,127 12,686 6,260 54,399 1,021,594 Investments, at contract value: Beneficial interest in the Westinghouse Savings Program Master Trust (note 6) - - - - - 2,863,939 ---------- ---------- ---------- ---------- ---------- ---------- Total investments 15,703 17,127 12,686 6,260 54,399 3,885,533 Receivables: Rollover contributions - - - - - 4,432 Due from brokers for investments sold 8 5 16 3 14 5,813 ---------- ---------- ---------- ---------- ---------- ---------- Total receivables 8 5 16 3 14 10,245 ---------- ---------- ---------- ---------- ---------- ---------- Total assets 15,711 17,132 12,702 6,263 54,413 3,895,778 Liabilities: Due to brokers for investments purchased - - - - - (5,575) ---------- ---------- ---------- ---------- ---------- ---------- Net assets available for benefits $ 15,711 17,132 12,702 6,263 54,413 3,890,203 ========== ========== ========== ========== ========== ==========
See accompanying notes to financial statements. 5 9 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Changes in Net Assets Available for Benefits, With Fund Information Year Ended December 31, 1997 (In thousands)
Fund Information -------------------------------------------------------- Participant Directed -------------------------------------------------------- CBS Fidelity Fixed Common Growth BT Income Stock and Income Index Fund Fund Fund Fund ----------- ----------- ----------- ----------- Additions to net assets attributed to: Contributions: Participants $ 45,603 6,306 12,768 7,760 Employer cash 2,120 (8) 164 128 Employer stock - 28,154 - - Rollovers and trust-to-trust transfers 86,174 220 2,363 1,336 ----------- ----------- ----------- ----------- Total contributions 133,897 34,672 15,295 9,224 Investment income: Net appreciation (depreciation) in fair value of investments - 115,082 55,507 46,129 Interest and dividends - 3,032 13,922 12,436 Net investment gain from the Westinghouse Savings Program Master Trust (note 6) 182,319 - - - ----------- ----------- ----------- ----------- Total investment income 182,319 118,114 69,429 58,565 Other 189 143 82 68 ----------- ----------- ----------- ----------- Total additions 316,405 152,929 84,806 67,857 Deductions from net assets attributed to: Benefits paid to participants (334,610) (21,685) (17,831) (17,612) Loans to participants, net of repayments (924) 2,079 849 364 ----------- ----------- ----------- ----------- Total deductions (335,534) (19,606) (16,982) (17,248) ----------- ----------- ----------- ----------- Net increase (decrease) prior to interfund transfers (19,129) 133,323 67,824 50,609 Interfund transfers (69,220) (15,963) 24,409 34,793 ----------- ----------- ----------- ----------- Net increase (decrease) (88,349) 117,360 92,233 85,402 Plan transfers, net (note 8) (51,720) (26,379) (8,027) (6,559) ----------- ----------- ----------- ----------- (140,069) 90,981 84,206 78,843 Net assets available for benefits: Beginning of year 2,867,506 266,083 220,559 168,040 ----------- ----------- ----------- ----------- End of year $ 2,727,437 357,064 304,765 246,883 =========== =========== =========== =========== Fund Information --------------------------------------- Participant Directed --------------------------------------- BT Lifecycle Ultra Janus Long Range Fund Fund Fund ---------- ----------- ----------- Additions to net assets attributed to: Contributions: Participants 9,141 8,005 1,162 Employer cash 118 116 19 Employer stock - - - Rollovers and trust-to-trust transfers 1,689 2,136 184 ---------- ----------- ----------- Total contributions 10,948 10,257 1,365 Investment income: Net appreciation (depreciation) in fair value of investments (5,095) 1,936 1,836 Interest and dividends 34,143 25,259 1,843 Net investment gain from the Westinghouse Savings Program Master Trust (note 6) - - - ---------- ----------- ----------- Total investment income 29,048 27,195 3,679 Other 65 43 - ---------- ----------- ----------- Total additions 40,061 37,495 5,044 Deductions from net assets attributed to: Benefits paid to participants (10,509) (9,645) (1,004) Loans to participants, net of repayments 648 604 80 ---------- ----------- ----------- Total deductions (9,861) (9,041) (924) ---------- ----------- ----------- Net increase (decrease) prior to interfund transfers 30,200 28,454 4,120 Interfund transfers 7,635 7,222 4,240 ---------- ----------- ----------- Net increase (decrease) 37,835 35,676 8,360 Plan transfers, net (note 8) (4,799) (4,465) (633) ---------- ----------- ----------- 33,036 31,211 7,727 Net assets available for benefits: Beginning of year 130,414 117,140 14,240 ---------- ----------- ----------- End of year 163,450 148,351 21,967 ========== =========== ===========
(Continued) 6 10 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Changes in Net Assets Available for Benefits, With Fund Information, Continued Year Ended December 31, 1997 (In thousands)
Fund Information ------------------------------------------------------------- Participant Directed ------------------------------------------------------------- BT BT Lifecycle Lifecycle JPM JPM Mid Short Diversified International Range Range Participant Fund Fund Fund Fund Loans Total ---------- ---------- ---------- ---------- ---------- ---------- Additions to net assets attributed to: Contributions: Participants $ 916 1,500 801 307 - 94,269 Employer cash 16 17 18 5 - 2,713 Employer stock - - - - - 28,154 Rollovers and trust-to-trust transfers 184 230 156 103 - 94,775 ---------- ---------- ---------- ---------- ---------- ---------- Total contributions 1,116 1,747 975 415 - 219,911 Investment income: Net appreciation (depreciation) in fair value of investments 1,190 (851) 823 (117) - 216,440 Interest and dividends 1,811 1,111 1,693 951 4,221 100,422 Net investment gain from the Westinghouse Savings Program Master Trust (note 6) - - - - - 182,319 ---------- ---------- ---------- ---------- ---------- ---------- Total investment income 3,001 260 2,516 834 4,221 499,181 Other 2 3 - 2 - 597 ---------- ---------- ---------- ---------- ---------- ---------- Total additions 4,119 2,010 3,491 1,251 4,221 719,689 Deductions from net assets attributed to: Benefits paid to participants (1,345) (2,111) (968) (1,046) (2,228) (420,594) Loans to participants, net of repayments 70 128 74 - (3,972) - ---------- ---------- ---------- ---------- ---------- ---------- Total deductions (1,275) (1,983) (894) (1,046) (6,200) (420,594) ---------- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) prior to interfund transfers 2,844 27 2,597 205 (1,979) 299,095 Interfund transfers 1,162 1,259 2,874 1,589 - - ---------- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) 4,006 1,286 5,471 1,794 (1,979) 299,095 Plan transfers, net (note 8) (500) (526) (575) (416) (2,327) (106,926) ---------- ---------- ---------- ---------- ---------- ---------- 3,506 760 4,896 1,378 (4,306) 192,169 Net assets available for benefits: Beginning of year 15,711 17,132 12,702 6,263 54,413 3,890,203 ---------- ---------- ---------- ---------- ---------- ---------- End of year $ 19,217 17,892 17,598 7,641 50,107 4,082,372 ========== ========== ========== ========== ========== ==========
See accompanying notes to financial statements. 7 11 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements December 31, 1997 and 1996 (In thousands) (1) Description of Operations and Summary of Significant Accounting Policies ------------------------------------------------------------------------ CBS Corporation (the Corporation, formerly Westinghouse Electric Corporation) is one of the largest radio and television broadcasters in the United States. During recent years, the Corporation redefined its business portfolio and future direction in its transformation to a pure media company. As the Corporation redefined its business portfolio, a number of businesses were identified as non-strategic. These businesses are expected to be divested in 1998. 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. 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. (Continued) 8 12 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) 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. (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 other than employees eligible to participate in other plans sponsored by 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 the Corporation's common stock rather than in cash for non-union employees. (Continued) 9 13 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) 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 CBS 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 BT Investment Lifecycle Long Range Fund (BT Lifecycle Long Range Fund), the JPM Institutional Diversified Fund (JPM Diversified Fund), the JPM Institutional International Equity Fund (JPM International 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. 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 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. (Continued) 10 14 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) 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. Plan Termination ---------------- As stated in note 1, the Corporation expects to divest in 1998 its non-strategic businesses. After these divestitures are complete, management expects that the Plan and the CBS Employee Investment Fund will be merged. Although the Corporation does not intend to terminate 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. (Continued) 11 15 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) (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 1997 and 1996 Plan years:
1997 1996 ---- ---- Net assets available for benefits per the financial statements $ 4,082,372 3,890,203 Amounts allocated to withdrawing participants (4,338) (4,112) ----------- ----------- Net assets available for benefits per the Form 5500 $ 4,078,034 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 1997 Plan year: Benefits paid to participants per the financial statements $ 420,594 Add amounts allocated to withdrawing participants as of December 31, 1997 4,338 Less amounts allocated to withdrawing participants as of December 31, 1996 (4,112) --------- Benefits paid to participants per the Form 5500 $ 420,820 =========
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) 12 16 CBS 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, 1997 and 1996.
December 31, ----------------------- 1997 1996 ---- ---- Beneficial interest in the Master Trust $ 2,724,441 2,863,939 CBS (formerly Westinghouse Electric Corporation) common stock 353,227 265,316 Fidelity Growth and Income Fund 295,923 220,411 BT Index Fund 240,809 N/A
(5) Unit Values ----------- For each investment in which participant interests are calculated in units, the following table presents the number of units and net asset value per unit as of December 31, 1997 and 1996:
December 31, 1997 --------------------------------------- Net asset value ------------------- Number of Per units unit Total ----- ---- ----- Fixed Income Fund 2,199,546 1.24 $2,727,437 CBS Common Stock Fund 154,573 2.31 357,064 December 31, 1996 --------------------------------------- Net asset value ------------------- Number of Per units unit Total ----- ---- ----- Fixed Income Fund 2,471,988 1.16 $2,867,506 CBS Common Stock Fund 170,566 1.56 266,083
(Continued) 13 17 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) (6) 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, 1997, 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 former 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, 1997 and 1996, the Plan's beneficial interest in the net assets of the Master Trust was approximately 99.9% and 99.8%, 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 =========== =========== =========== ===========
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. (Continued) 14 18 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) 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. (7) Federal Income Taxes -------------------- A favorable determination letter was received from the Internal Revenue Service on September 25, 1997, stating that the Plan and related trust are qualified under Section 401(a) of the Code, and the related trust is exempt from tax under Section 501(a) of the Code. In the opinion of the Plan Administrator, the Plan has operated in accordance with the terms of the Plan and in conformity with the applicable requirements of the Code. Accordingly, the accompanying financial statements do not include a provision for federal income taxes. (Continued) 15 19 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements, Continued (In thousands) (8) Transfer of Assets ------------------ On April 30, 1998, the Plan transferred assets in the amount of $79,221 to a plan sponsored by Ingersoll-Rand Company in connection with the divestiture of Thermo King. By fund, the transfer amounted to $50,485, Fixed Income Fund; $8,017, Fidelity Growth and Income Fund; $6,504, BT Index Fund; $4,785, Ultra Fund; $4,459, Janus Fund; $632, BT Lifecycle Long Range Fund; $496, JPM Diversified Fund; $526, JPM International Fund; $575, BT Lifecycle Mid Range Fund; $416, BT Lifecycle Short Range Fund; and $2,326, Loan Fund. On May 4, 1998, the Plan transferred assets of $4,438 from the CBS Common Stock Fund to a plan sponsored by Ingersoll-Rand as further described above. The above mentioned amounts, which represent the October 31, 1997, account balances of Thermo King employees and the subsequent investment income or loss on such balances have been recorded as liabilities on the statement of net assets available for benefits as of December 31, 1997. (9) Subsequent Events ----------------- Effective January 2, 1998, the Plan transferred assets of the Corporation's Group W employees in the amount of $138,702 to the CBS Employee Investment Fund. By fund, the transfer amounted to $49,765, Fixed Income Fund; $31,038, CBS Common Stock Fund; $16,685, Fidelity Growth and Income Fund; $12,411, BT Index Fund; $9,659, Ultra Fund; $9,013, Janus Fund; $1,148, BT Lifecycle Long Range Fund; $1,153, JPM Diversified Fund; $1,511, JPM International Fund; $842, BT Lifecycle Mid Range Fund; $804, BT Lifecycle Short Range Fund; and $4,673, Loan Fund. 16 20 Schedule 1 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM EIN: 25-0877540 Plan Number: 002 Line 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1997 (In thousands)
Column A Column B Column C -------- -------- -------- Description of investment including Identity of issue, borrower, lessor maturity date, rate of interest, or similar party collateral, par or maturity value ---------------- --------------------------------- * CBS Corporation Common stock - 11,999 shares Registered investment companies: Fidelity Investments Fidelity Growth and Income Fund - 7,767 shares * Bankers Trust Company BT Index Fund - 1,927 shares American Century Investments Ultra Fund - 5,806 shares Janus Capital Corporation Janus Fund - 5,772 shares * Bankers Trust Company BT Lifecycle Long Range Fund - 1,605 shares J.P. Morgan JPM Diversified Fund - 1,436 shares J.P. Morgan JPM International Fund - 1,569 shares * Bankers Trust Company BT Lifecycle Mid Range Fund - 1,499 shares * Bankers Trust Company BT Lifecycle Short Range Fund - 702 shares * Bankers Trust Company BT Pyramid Directed Cash Fund * Participant loans Participant loans with various rates of interest (7% to 9.75%) and various maturity dates through 2002 Column D Column E - -------- -------- Current/ contract Cost value ---- ----- $ 226,599 353,227 204,273 295,923 155,839 240,809 154,136 158,515 132,753 143,732 18,510 21,443 16,377 18,545 17,557 16,899 15,822 17,310 7,234 7,241 - ---------- ------------ 722,501 920,417 7,002 7,002 0 (1) 47,760 - ---------- ------------ $ 956,102 1,328,406 ========== ============
* Party-in-interest (1) Cost of participant loans is $-0- as indicated in the instructions to Form 5500 - Line 27(a). 17 21 Schedule 2 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM EIN: 25-0877540 Plan Number: 002 Line 27(d) - Schedule of Reportable Transactions Year Ended December 31, 1997 (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) -------------- -------------------- --------- ----- --------- ----- --------- CBS Corporation (formerly Common Stock 61 62 $ 116,412 $ 145,608 $ 31,376 Westinghouse Electric Corporation) Fidelity Investments Fidelity Growth and Income Fund 146 - 66,026 - N/A Bankers Trust BT Index Fund 159 - 80,290 - N/A American Century Investments Ultra Fund 120 - 80,290 - N/A Janus Capital Corporation Janus Fund 132 - 52,968 - N/A Bankers Trust BT Pyramid Directed Cash Fund 1,141 960 625,330 622,197 -
Note: Columns E (Lease/Rental) and F (Expense Incurred With Transactions) have been omitted because there is no information to report. N/A - Not applicable 18 22 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 26, 1998 By: /s/ A. G. Ambrosio ------------------------- Name: A. G. Ambrosio Title: Plan Administrator 23 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. 33-51445) of our report dated June 12, 1998, included in the Annual Report of the Westinghouse Savings Program 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-----