-----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, Bvx/i8r0m8kFf1dbymMKip8YYFUwhp+vth9DHuXKuCD9LSQ9udnow9lkbpoz2P+k lGWvmNPlKyi4N67GlUrzqw== 0000950128-99-000834.txt : 19990630 0000950128-99-000834.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950128-99-000834 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 99654593 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 WESTINGHOUSE SAVINGS PROGRAM 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, 1998 Commission File Number 1-977 WESTINGOUSE 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, 1998 and 1997, and Schedules as of December 31, 1998 (With Independent Auditors' Report Thereon) 3 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM TABLE OF CONTENTS
PAGE Independent Auditors' Report 1 Statements of Net Assets Available for Benefits, With Fund Information 2 Statement of Changes in Net Assets Available for Benefits, With Fund Information 6 Notes to Financial Statements 8 SCHEDULES 1 - Line 27(a) - Schedule of Assets Held for Investment Purposes 16 2 - Line 27(d) - Schedule of Reportable Transactions 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 (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, with fund information of the Westinghouse Savings Program (the Plan) as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits, with fund information for the year ended December 31, 1998. 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, with fund information as of December 31, 1998 and 1997, and the changes in net assets available for benefits, with fund information for the year ended December 31, 1998, 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. 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 LLP Pittsburgh, Pennsylvania June 8, 1999 5 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Net Assets Available for Benefits, With Fund Information December 31, 1998 (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 $ -- 303,061 -- -- -- -- -- Registered investment companies -- -- 312,851 252,878 165,527 165,090 20,902 Loans to participants -- -- -- -- -- -- -- Interest-bearing cash -- 21 -- -- -- -- -- ----------- -------- --------- --------- --------- ----------- --------- -- 303,082 312,851 252,878 165,527 165,090 20,902 Investments, at contract value: Beneficial interest in the Master Trust, net of fees (note 6) 2,498,477 -- -- -- -- -- -- ----------- -------- --------- --------- --------- ----------- --------- Total investments 2,498,477 303,082 312,851 252,878 165,527 165,090 20,902 Receivables: Rollover contributions 617 -- -- -- -- -- -- Net receivables from investment activity 2,461 8,321 200 176 64 91 7 ----------- -------- --------- --------- --------- ----------- --------- Total receivables 3,078 8,321 200 176 64 91 7 ----------- -------- --------- --------- --------- ----------- --------- Total assets 2,501,555 311,403 313,051 253,054 165,591 165,181 20,909 Liabilities: Plan transfer (note 8) (55,928) (9,988) (9,723) (8,848) (6,278) (6,065) (1,380) ----------- -------- --------- --------- --------- ----------- --------- Total liabilities (55,928) (9,988) (9,723) (8,848) (6,278) (6,065) (1,380) ----------- -------- --------- --------- --------- ----------- --------- Net assets available for benefits $ 2,445,627 301,415 303,328 244,206 159,313 159,116 19,529 =========== ======== ========= ========= ========= =========== =========
(Continued) 2 6 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Net Assets Available for Benefits, With Fund Information December 31, 1998 (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 $ -- -- -- -- -- 303,061 Registered investment companies 16,967 15,430 18,165 13,357 -- 981,167 Loans to participants -- -- -- -- 31,923 31,923 Interest-bearing cash -- -- -- -- -- 21 ---------- ------ ------ ------ ------ --------- 16,967 15,430 18,165 13,357 31,923 1,316,172 Investments, at contract value: Beneficial interest in the Master Trust, net of fees (note 6) -- -- -- -- -- 2,498,477 ---------- ------ ------ ------ ------ --------- Total investments 16,967 15,430 18,165 13,357 31,923 3,814,649 Receivables: Rollover contributions -- -- -- -- -- 617 Net receivables from investment activity 10 4 24 13 4 11,375 ---------- ------ ------ ------ ------ --------- Total receivables 10 4 24 13 4 11,992 ---------- ------ ------ ------ ------ --------- Total assets 16,977 15,434 18,189 13,370 31,927 3,826,641 Liabilities: Plan transfer (note 8) (1,037) (650) (489) (312) (1,187) (101,885) ---------- ------ ------ ------ ------ --------- Total liabilities (1,037) (650) (489) (312) (1,187) (101,885) ---------- ------ ------ ------ ------ --------- Net assets available for benefits $ 15,940 14,784 17,700 13,058 30,740 3,724,756 ========== ====== ======= ====== ====== ==========
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, 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 -- -- 295,923 240,809 158,515 143,732 21,443 companies 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 Master Trust, net of fees (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 -- Net receivables from investment activity 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) ----------- ----------- ----------- -------- -------- ----------- --------- 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) 4 8 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Net Assets Available for Benefits, With Fund Information 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 Master Trust, net of fees (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 Net receivables from investment activity 1,166 1,463 861 814 4,673 111,269 ---------- ---------- ---------- ---------- ---------- ---------- Total receivables 1,166 1,516 861 814 4,673 113,184 ---------- ---------- ---------- ---------- ---------- ---------- Total assets 19,713 18,418 18,173 8,057 52,433 4,166,031 Liabilities: Plan transfer (note 8) (496) (526) (575) (416) (2,326) (83,659) ---------- ---------- ---------- ---------- ---------- ---------- Total liabilities (496) (526) (575) (416) (2,326) (83,659) ---------- ---------- ---------- ---------- ---------- ---------- Net assets available for benefits $ 19,217 17,892 17,598 7,641 50,107 4,082,372 ========== ========== ========== ========== ========== ==========
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, 1998 (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 ---------- -------- -------- -------- --------- -------- ------- Additions to net assets attributed to: Contributions: Participants $ 31,386 3,976 9,424 6,433 6,295 5,706 895 Employer cash 1,728 4,820 165 117 121 111 17 Employer stock -- 14,508 -- -- -- -- -- Rollovers and trust-to-trust transfers 34,583 121 680 311 187 462 38 ---------- -------- -------- -------- --------- -------- ------- Total contributions 67,697 23,425 10,269 6,861 6,603 6,279 950 Investment income: Net appreciation (depreciation) in fair value of investments -- 26,213 52,282 50,124 30,952 43,353 (1,047) Interest and dividends -- 990 18,225 7,319 13,946 4,415 4,956 Net investment gain from the Master Trust (note 6) 166,663 -- -- -- -- -- -- ---------- -------- -------- -------- --------- -------- ------- Total investment income 166,663 27,203 70,507 57,443 44,898 47,768 3,909 Other 16 30 14 12 14 7 -- ---------- -------- -------- -------- --------- -------- ------- Total additions 234,376 50,658 80,790 64,316 51,515 54,054 4,859 Deductions from net assets attributed to: Benefits paid to participants (296,682) (82,667) (22,192) (20,442) (12,062) (13,516) (1,542) Loans to participants, net of repayments (450) 2,630 714 381 608 515 65 ---------- -------- -------- -------- --------- -------- ------- Total deductions (297,132) (80,037) (21,478) (20,061) (11,454) (13,001) (1,477) Net increase (decrease) prior to interfund transfers (62,756) (29,379) 59,312 44,255 40,061 41,053 3,382 Interfund transfers 24,199 (14,300) (8,170) 418 (9,304) 73 (140) ---------- -------- -------- -------- --------- -------- ------- Net increase (decrease) (38,557) (43,679) 51,142 44,673 30,757 41,126 3,242 Plan transfers, net (note 8) (243,253) (11,970) (52,579) (47,350) (34,894) (30,361) (5,680) ---------- -------- -------- -------- --------- -------- ------- (281,810) (55,649) (1,437) (2,677) (4,137) 10,765 (2,438) Net assets available for benefits: Beginning of year 2,727,437 357,064 304,765 246,883 163,450 148,351 21,967 ---------- -------- -------- -------- --------- -------- ------- End of year $2,445,627 301,415 303,328 244,206 159,313 159,116 19,529 ========== ======== ======== ======== ========= ======== =======
(Continued) 6 10 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Statement of Changes in Net Assets Available for Benefits, With Fund Information Year Ended December 31, 1998 (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 $ 655 957 629 254 -- 66,610 Employer cash 16 16 14 5 -- 7,130 Employer stock -- -- -- -- -- 14,508 Rollovers and trust-to-trust transfers 18 175 345 12 -- 36,932 ---------- ---------- ---------- ---------- ---------- ---------- Total contributions 689 1,148 988 271 -- 125,180 Investment income: Net appreciation (depreciation) in fair value of investments 1,285 1,265 (1,383) (221) -- 202,823 Interest and dividends 1,593 445 4,117 1,449 3,152 60,607 Net investment gain from the Master Trust (note 6) -- -- -- -- -- 166,663 ---------- ---------- ---------- ---------- ---------- ---------- Total investment income 2,878 1,710 2,734 1,228 3,152 430,093 Other 1 2 -- -- -- 96 ---------- ---------- ---------- ---------- ---------- ---------- Total additions 3,568 2,860 3,722 1,499 3,152 555,369 Deductions from net assets attributed to: Benefits paid to participants (1,779) (1,546) (1,738) (926) (14,319) (469,411) Loans to participants, net of repayments 68 72 50 18 (4,671) -- ---------- ---------- ---------- ---------- ---------- ---------- Total deductions (1,711) (1,474) (1,688) (908) (18,990) (469,411) Net increase (decrease) prior to interfund transfers 1,857 1,386 2,034 591 (15,838) 85,958 Interfund transfers (507) (590) 1,383 6,938 -- -- ---------- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) 1,350 796 3,417 7,529 (15,838) 85,958 Plan transfers, net (note 8) (4,627) (3,904) (3,315) (2,112) (3,529) (443,574) ---------- ---------- ---------- ---------- ---------- ---------- (3,277) (3,108) 102 5,417 (19,367) (357,616) Net assets available for benefits: Beginning of year 19,217 17,892 17,598 7,641 50,107 4,082,372 ---------- ---------- ---------- ---------- ---------- ---------- End of year $ 15,940 14,784 17,700 13,058 30,740 3,724,756 ========== ========== ========== ========== ========== ==========
See accompanying notes to financial statements 7 11 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements December 31, 1998 and 1997 (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 has redefined its business portfolio and future direction in its transformation to a pure media company. As the Corporation redefined its business portfolio, a significant number of businesses were identified as non-strategic and consequently divested. Additional businesses are expected to be divested in 1999. (a) BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual basis of accounting. (b) 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. (c) MEASUREMENT DATE Purchases and sales of securities are recorded on a trade-date basis. (d) 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. (e) 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. (Continued) 8 12 2 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements December 31, 1998 and 1997 (In thousands) (f) 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. (a) 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, or its designated subsidiaries or designated joint ventures, are eligible to participate in the Plan. Leased employees and employees of excluded units are not eligible to participate in the Plan. (b) 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 for non-union employees are made to the CBS Common Stock Fund and may, at the discretion of the Plan Administrator, be either in the form of the Corporation's common stock or 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 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 American Century Ultra Fund (Ultra Fund), the Janus Fund, the BT Investment Lifecycle Long Range Fund (BT Lifecycle Long Range Fund), the J.P. Morgan Institutional Diversified Fund (JPM Diversified Fund), the J.P. Morgan 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). (Continued) 9 13 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements December 31, 1998 and 1997 (In thousands) 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. (c) 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. (d) 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. (e) 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. In 1998, employer contributions were reduced by $866 ($2,259 in 1997) from forfeited nonvested accounts. (f) 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) 10 14 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements December 31, 1998 and 1997 (In thousands) (g) PLAN TERMINATION As stated in note 1, the Corporation expects to continue divesting its non-strategic businesses in 1999. 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. (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 1998 and 1997 Plan years:
1998 1997 ------------ ----------- Net assets available for benefits per the financial statements $ 3,724,756 4,082,372 Amounts allocated to withdrawing participants (3,886) (4,338) ------------ ----------- Net assets available for benefits per the Form 5500 $ 3,720,870 4,078,034 ============ ===========
The following is a reconciliation of benefits paid to participants as reflected in the financial statements to the Form 5500 for the 1998 Plan year: Benefits paid to participants per the financial statements $ 469,411 Add amounts allocated to withdrawing participants as of December 31, 1998 3,886 Less amounts allocated to withdrawing participants as of December 31, 1997 (4,338) --------- Benefits paid to participants per the Form 5500 $ 468,959 =========
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) 11 15 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements December 31, 1998 and 1997 (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, 1998 and 1997.
DECEMBER 31, ----------------------------- 1998 1997 ---------- --------- Beneficial interest in the Master Trust $2,498,477 2,724,441 CBS (formerly Westinghouse Electric Corporation) common stock 303,061 353,227 Fidelity Growth and Income Fund 312,851 295,923 BT Index Fund 252,878 240,809
(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, 1998 and 1997:
DECEMBER 31, 1998 --------------------------------------------------- NET ASSET VALUE ------------------------------- NUMBER OF PER UNITS UNIT TOTAL --------------- ------------ ------------- Fixed Income Fund 1,866,891 $ 1.31 $2,445,627 CBS Common Stock Fund 118,202 2.55 301,415
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
(Continued) 12 16 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements December 31, 1998 and 1997 (In thousands) (6) MASTER TRUST As of December 31, 1998, 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, 1998 and 1997, the Plan's beneficial interest in the net assets of the Master Trust was approximately 99.99% and 99.9%, 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, 1998 and 1997:
1998 1997 ---------------------------- ----------------------------- CONTRACT MARKET CONTRACT MARKET VALUE VALUE VALUE VALUE ---------- ---------- ---------- ---------- Guaranteed investment contracts $ 449,428 450,678 633,976 661,217 Synthetic guaranteed investment Contracts 1,955,176 2,023,929 2,106,927 2,125,700 Cash (cash overdraft) 94,322 94,322 (13,336) (13,336) ---------- ---------- ---------- ---------- Master Trust $2,498,926 2,568,929 2,727,567 2,773,581 ========== ========== ========== ==========
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. The contract value of the Master Trust excludes accrued investment consulting fees for the Fixed Income Fund payable to the Bankers Trust Company. (Continued) 13 17 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements December 31, 1998 and 1997 (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 $457,775 and $394,233 as of December 31, 1998, and $303,016 and $302,475 as of December 31, 1997, respectively. The aggregate investment gain from the Master Trust for the year ended December 31, 1998, of $167,677 is solely comprised of interest income. Certain expenses of the Master Trust are deducted from the aggregate investment gain. The average blended yield of all the investment contracts as of December 31, 1998 and 1997, was 6.41% and 6.83%, respectively, while the annual one year return for the years ended December 31, 1998 and 1997, was 6.54% and 6.61%, 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. (8) TRANSFER OF ASSETS During June 1999, the Plan transferred assets to a plan sponsored by Emerson Electric in connection with the divestiture of the Process Control Division (PCD) which occurred in November 1998. As of December 31, 1998, the accrued balance of $101,885 by fund is: $55,928, Fixed Income Fund; $9,988, CBS Common Stock Fund; $9,723, Fidelity Growth and Income Fund; $8,848, BT Index Fund; $6,278, Ultra Fund; $6,065, Janus Fund; $1,380, BT Lifecycle Long Range Fund; $1,037, JPM Diversified Fund; $650, JPM International Fund; $489, BT Lifecycle Mid Range Fund; $312, BT Lifecycle Short Range Fund; and $1,187, Loan Fund. The final transfer amount of $83,091 is less than the accrued balance as a result of the divested participants transferring their balances into individual retirement plans other than the Emerson Electric plan. (Continued) 14 18 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM Notes to Financial Statements December 31, 1998 and 1997 (In thousands) The above mentioned account balances of the PCD employees have been recorded as liabilities on the statement of net assets available for benefits as of December 31, 1998. On January 2, 1998, the Plan transferred assets of the Corporation's Group W employees in the amount of $134,524 to the CBS Employee Investment Fund. Additionally, during the year the Plan transferred $290,499 assets of the employees associated with the Power Generation Business Unit to Siemens Corporation Savings Plan. The additional activity amounting to $325 was for other smaller divestitures and transfers to other plans sponsored by the Corporation during 1998. 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. (9) SUBSEQUENT EVENTS In April 1999, the Corporation transferred assets in the amount of $571,761 to plans sponsored by Morrison-Knudsen and British Nuclear Fuel Limited in connection with the divestitures of the Energy Systems Business Unit and the Government and Environmental Services Company in March 1999. By fund, the transfer amounted to $257,247, Fixed Income Fund; $81,730, CBS Common Stock Fund; $61,482, Fidelity Growth and Income Fund; $47,385, BT Index Fund; $42,908, Ultra Fund; $45,411, Janus Fund; $6,032, BT Lifecycle Long Range Fund; $3,743, JPM Diversified Fund; $4,128, JPM International Fund; $3,430, BT Lifecycle Mid Range Fund; $2,747, BT Lifecycle Short Range Fund; and $15,518, Loan Fund. 15 19 SCHEDULE I CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM EIN: 25-0877540 Plan Number: 002 Line 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1998 (In thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E - ------------ ----------------------------------- ----------------------------------------------- ------------ ------------ DESCRIPTION OF INVESTMENT INCLUDING IDENTITY OF ISSUE, BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST, CURRENT OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE ----------------------------------- ------------------------------------------------ ------------ ------------ * CBS Corporation Common stock - 9,236 shares $ 219,079 303,061 Registered investment companies: Fidelity Investments Fidelity Growth and Income Fund - 6,825 shares 194,693 312,851 * Bankers Trust Company BT Index Fund - 1,621 shares 144,713 252,878 American Century Investments Ultra Fund - 4,954 shares 137,298 165,527 Janus Capital Corporation Janus Fund - 4,906 shares 118,137 165,090 * Bankers Trust Company BT Lifecycle Long Range Fund - 1,688 shares 20,585 20,902 J.P. Morgan JPM Diversified Fund - 1,220 shares 14,485 16,967 J.P. Morgan JPM International Fund - 1,300 shares 14,959 15,430 * Bankers Trust Company BT Lifecycle Mid Range Fund - 1,722 shares 18,857 18,165 * Bankers Trust Company BT Lifecycle Short Range Fund - 1,288 shares 13,768 13,357 ---------- ------------ 677,495 981,167 * Bankers Trust Company BT Pyramid Directed Cash Fund 21 21 * Participant loans Participant loans with various rates of interest (7% to 10%) and various maturity dates through 2003 - (a) 31,923 ---------- ------------ $ 896,596 1,316,172 ========== ============
* Party-in-interest (a) Cost of participant loans is $-0- as indicated in the instructions to Form 5500 - line 27(a). See accompanying independent auditors' report. 16 20 SCHEDULE 2 CBS CORPORATION WESTINGHOUSE SAVINGS PROGRAM EIN: 25-0877540 Plan Number: 002 Line 27(d) - Schedule of Reportable Transactions Year Ended December 31, 1998 (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 Westinghouse Electric Corporation) Common Stock 76 82 $185,986 $216,783 $63,599 Bankers Trust Company BT Pyramid Directed Cash Fund 1,107 906 672,830 680,508 --
Note: Columns E (Lease/Rental) and F (Expense Incurred With Transactions) have been omitted because there is no information to report. See accompanying independent auditors' report. 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 Savings Program Dated: 6/28/99 By: /s/ A. G. Ambrosio ---------------------------- Name: A. G. Ambrosio Title: Plan Administrator 22 EXHIBIT INDEX Exhibit No. Description 23 Consent of KPMG LLP EX-23 2 CONSENT OF KPMG LLP 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 8, 1999, included in the Annual Report of the Westinghouse Savings Program on Form 11-K for the year ended December 31, 1998. /s/ KPMG LLP Pittsburgh, Pennsylvania June 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----