-----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, FIVOBqMtvCusgo/XaHFA24YITFgX3Y28+fv1oBqQMzSvdUHy4hq5eZG+AAoWtyWu v621jbSaJL57G36b0ZuGPA== 0000950128-99-000836.txt : 19990630 0000950128-99-000836.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950128-99-000836 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: 99654598 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 DE PUERTO RICO RETIREMENT SVGS PLAN 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 WESTINGHOUSE DE PUERTO RICO, INC. 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, 1998 and 1997, and Schedules as of December 31, 1998 (With Independent Auditors' Report Thereon) 3 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN 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 4 Notes to Financial Statements 5 SCHEDULES 1 - Line 27(a) - Schedule of Assets Held for Investment Purposes 12 2 - Line 27(d) - Schedule of Reportable Transactions 13
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 de Puerto Rico, Inc. Retirement Savings Plan: We have audited the accompanying statements of net assets available for benefits, with fund information of the Westinghouse de Puerto Rico, Inc. Retirement Savings Plan (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. As further discussed in note 7, the Plan Sponsor has expressed its intent to terminate the Plan effective June 30, 1999. 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 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Statement of Net Assets Available for Benefits, With Fund Information December 31, 1998
FUND INFORMATION ------------------------------------------------------------ PARTICIPANT DIRECTED ------------------------------------------------------------ FIDELITY CBS FIXED VANGUARD GROWTH COMMON INCOME MUTUAL & INCOME STOCK LOAN FUND FUND FUND FUND FUND TOTAL -------- -------- -------- -------- -------- -------- Investments, at fair value: Registered investment companies $ -- 97,000 23,724 -- -- 120,724 CBS common stock -- -- -- 110,153 -- 110,153 Loans to participants -- -- -- -- -- -- Interest-bearing cash -- 12 -- 121 -- 133 -------- -------- -------- -------- -------- -------- -- 97,012 23,724 110,274 -- 231,010 Investments, at contract value: Beneficial interest in the Master Trust, net of fees (note 4) 116,845 -- -- -- -- 116,845 -------- -------- -------- -------- -------- -------- Total investments 116,845 97,012 23,724 110,274 -- 347,855 Receivables: Interest and dividends -- 698 -- -- -- 698 -------- -------- -------- -------- -------- -------- Total assets 116,845 97,710 23,724 110,274 -- 348,553 Liabilities -- -- -- -- -- -- -------- -------- -------- -------- -------- -------- Net assets available for benefits $116,845 97,710 23,724 110,274 -- 348,553 ======== ======== ======== ======== ======== ========
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, 1997
FUND INFORMATION ---------------------------------------------------------- PARTICIPANT DIRECTED ---------------------------------------------------------- FIDELITY CBS FIXED VANGUARD GROWTH COMMON INCOME MUTUAL & INCOME STOCK LOAN FUND FUND FUND FUND FUND TOTAL ----------- --------- ---------- --------- --------- ----------- Investments, at fair value: Registered investment companies $ -- 823,578 156,626 -- -- 980,204 CBS common stock -- -- -- 336,741 -- 336,741 Loans to participants -- -- -- -- 384,427 384,427 Interest-bearing cash -- -- -- 31 -- 31 ----------- --------- ---------- --------- --------- ----------- -- 823,578 156,626 336,772 384,427 1,701,403 Investments, at contract value: Beneficial interest in the Master Trust, net of fees (note 4) 2,609,580 -- -- -- -- 2,609,580 ----------- --------- ---------- --------- --------- ----------- Total investments 2,609,580 823,578 156,626 336,772 384,427 4,310,983 Receivables: Interest and dividends -- -- -- 4 -- 4 ----------- --------- ---------- --------- --------- ----------- Total assets 2,609,580 823,578 156,626 336,776 384,427 4,310,987 Liabilities: Plan transfer (note 6) (2,474,304) (733,029) (137,375) (235,233) (383,915) (3,963,856) ----------- --------- ---------- --------- --------- ----------- Net assets available for benefits $ 135,276 90,549 19,251 101,543 512 347,131 =========== ========= ========== ========= ========= ===========
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, 1998
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 (depreciation) in fair value of investments $ -- 32,985 (4,417) 16,162 -- 44,730 Interest on participant loans 14 -- -- -- -- 14 Interest, dividends and other -- 2,729 45 180 -- 2,954 Net investment gain from the Master Trust (note 4) 22,719 -- -- -- -- 22,719 -------- -------- -------- -------- -------- -------- Total investment income 22,733 35,714 (4,372) 16,342 -- 70,417 Contributions: Employer's contributions 527 -- -- -- -- 527 Participants' contributions 1,054 -- -- -- -- 1,054 -------- -------- -------- -------- -------- -------- Total contributions 1,581 -- 1,581 -------- -------- -------- -------- -------- -------- Total additions 24,314 35,714 (4,372) 16,342 -- 71,998 Deductions from net assets attributed to: Benefits paid to participants (31,420) (28,513) -- -- -- (59,933) Loans to participants, net of repayments 512 -- -- -- (512) -- -------- -------- -------- -------- -------- -------- Total deductions (30,908) (28,513) -- -- (512) (59,933) -------- -------- -------- -------- -------- -------- Net (decrease) increase prior to interfund and plan transfers (6,594) 7,201 (4,372) 16,342 (512) 12,065 Interfund transfers 2,602 205 479 (3,286) -- -- Plan transfers (note 6) (14,439) (245) 8,366 (4,325) -- (10,643) -------- -------- -------- -------- -------- -------- Total transfers (11,837) (40) 8,845 (7,611) -- (10,643) -------- -------- -------- -------- -------- -------- Net increase (decrease) (18,431) 7,161 4,473 8,731 (512) 1,422 Net assets available for benefits: Beginning of year 135,276 90,549 19,251 101,543 512 347,131 -------- -------- -------- -------- -------- -------- End of year $116,845 97,710 23,724 110,274 -- 348,553 ======== ======== ======== ======== ======== ========
See accompanying notes to financial statements. 4 8 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1998 and 1997 (1) DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CBS Corporation (the Corporation or Plan Sponsor), formerly Westinghouse Electric Corporation, is the Plan Sponsor of the Westinghouse de Puerto Rico, Inc. Retirement Savings Plan (the Plan). 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. The sale of Westinghouse de Puerto Rico, Inc. on October 31, 1997, resulted in substantially all Westinghouse de Puerto Rico, Inc. Retirement Savings Plan participants being transferred to a Plan Sponsored by Thermo King de Puerto Rico, Inc. (see note 6). As further discussed in note 7, the Plan Sponsor has expressed its intent to terminate the Plan effective June 30, 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) PAYMENT OF BENEFITS Benefits are recorded when paid. (Continued) 5 9 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1998 and 1997 (f) 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. (a) 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. or certain existing and former divisions and subsidiaries of CBS Corporation (the Companies) and who were not covered under a collective bargaining agreement. Temporary employees or leased employees were not eligible to participate in the Plan. The administrative managers of the Corporation's plans serve as Plan Administrator. (b) 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% 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 $8,000 in 1998, (12% of eligible compensation or $7,500 in 1997), subject to the Puerto Rico Internal Revenue Code. The employee's election shall be effective for a minimum of one quarter. (Continued) 6 10 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1998 and 1997 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. (c) 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. (d) 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. (e) 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. (f) 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. Employer contributions were reduced by $0, and $6,897 in 1998 and 1997, respectively, from forfeited nonvested accounts. (Continued) 7 11 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1998 and 1997 (g) 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. (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, 1998 and 1997:
1998 1997 --------------- --------------- Beneficial interest in the Master Trust $ 116,845 2,609,580 Vanguard Index Trust 500 Portfolio 97,000 823,578 Fidelity Growth & Income Fund 23,724 156,626 CBS common stock 110,153 336,741
(4) MASTER TRUST (DOLLAR AMOUNTS IN THOUSANDS) 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 less than 0.01% and 0.1%, respectively. Net assets and net investment income are allocated by the trustee to each plan based on the beneficial interest of each plan to the total beneficial interests of the participating plans on a daily basis. (Continued) 8 12 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1998 and 1997 The following table presents the values of investments in the Master Trust as of December 31, 1998 and 1997 (in 000's):
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 Bankers Trust Company. 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. (Continued) 9 13 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1998 and 1997 (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, 1998 and 1997. 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. (6) TRANSFER OF ASSETS AND OTHER EVENTS In connection with the sale of Westinghouse de Puerto Rico, Inc. to Ingersoll-Rand Company on October 31, 1997, assets equal to the October 31, 1997 account balances of the Plan's approximate 760 participants 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 were recorded as liabilities on the statement of net assets available for benefits as of December 31, 1997. The transfer balance of $10,643 as of December 31, 1998 reflects the adjustment to the accrued transfer balances as result of activity between December 31, 1997 and the transfer date. (Continued) 10 14 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1998 and 1997 (7) PLAN TERMINATION The Plan Sponsor has expressed its intent to terminate the Plan. Benefits will continue to accrue through June 30, 1999, and all participants will be considered to be fully vested as of that date. Employees will receive a lump-sum payment from the Plan once the Company receives approval from the Puerto Rico Treasury Department to terminate the Plan, and such employees may elect to have his/her lump-sum payment paid to them directly or rolled over into another qualified plan or an Individual Retirement Account (IRA) account. 11 15 SCHEDULE 1 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN EIN: 2501202929 Plan Number: 007 Line 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1998
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E - --------------- ----------------------------------- ------------------------------------- -------------- -------------- DESCRIPTION OF INVESTMENT INCLUDING IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, CURRENT LESSOR OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE ----------------------------------- ------------------------------------- -------------- -------------- Registered investment companies: Vanguard Group Vanguard Index Trust 500 Portfolio - 851 shares $ 69,783 97,000 Fidelity Investments Fidelity Growth and Income Fund - 518 shares 18,616 23,724 * CBS Corporation Common stock - 3,357 shares 54,826 110,153 * Bankers Trust Company BT Pyramid Directed Cash Fund 133 133 -------------- -------------- $ 143,358 231,010 ============== ==============
* Party-in-interest See accompanying independent auditors' report. 12 16 SCHEDULE 2 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN EIN: 2501202929 Plan Number: 007 Line 27(d) - Schedule of Reportable Transactions Year Ended December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------ 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) - --------------------- -------------------------------- ------------ ------------ ------------ --------------- -------------- CBS Corporation Common stock $ -- 239,535 130,490 239,535 109,045
Note: Columns E (Lease/Rental) and F (Expense Incurred With Transaction) have been omitted because there is no information to report. See accompanying independent auditors' report. (Continued) 13 17 SCHEDULE 2 WESTINGHOUSE DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN EIN: 2501202929 Plan Number: 007 Line 27(d) - Schedule of Reportable Transactions Year Ended December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------ 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 - --------------------- -------------------------------- ------------- ------------ ------------ --------------- ------------- 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) - --------------------- -------------------------------- ------------- ------------ ------------ --------------- ------------- CBS Corporation Common stock -- 2 $ -- 242,752 110,759
See accompanying independent auditors' report. 14 18 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: 6/29/99 By: /s/ A. G. Ambrosio ---------------------------- Name: A. G. Ambrosio Title: Plan Administrator 19 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. 33-44044) of our report dated June 8, 1999, included in the Annual Report of the Westinghouse de Puerto Rico, Inc. Retirement Savings Program on Form 11-K for the year ended December 31, 1998. /s/ KPMG LLP Pittsburgh, Pennsylvania June 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----