<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission File Number 1-977
WESTINGHOUSE DE PUERTO RICO RETIREMENT SAVINGS PLAN
(Full title of the Plan)
Westinghouse Electric Corporation
Westinghouse Building, 11 Stanwix Street
Pittsburgh, Pennsylvania 15222
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
<PAGE> 2
WESTINGHOUSE DE PUERTO RICO
---------------------------
RETIREMENT SAVINGS PLAN
-----------------------
FINANCIAL STATEMENTS AND
------------------------
ADDITIONAL INFORMATION
----------------------
DECEMBER 31, 1994
-----------------
<PAGE> 3
WESTINGHOUSE DE PUERTO RICO
---------------------------
RETIREMENT SAVINGS PLAN
-----------------------
TABLE OF CONTENTS
-----------------
DECEMBER 31, 1994
-----------------
<TABLE>
<S> <C>
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Financial Statements:
Statement of Net Assets Available for Benefits . . . . . . . . . . . . . . . . . . . . 2
Statement of Changes in Net Assets Available for Benefits . . . . . . . . . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-9
Additional Information:*
Schedule I - Schedule of Assets Held for Investment Purposes . . . . . . . . . . . 10
Schedule II - Schedule of Reportable Transactions . . . . . . . . . . . . . . . . . 11-12
</TABLE>
* Other Schedules required by 29 CFR 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 9, 1995
To the Participants and Administrator of the
Westinghouse de Puerto Rico Retirement Savings Plan
We have audited the accompanying statements of net assets available for
benefits of the Westinghouse de Puerto Rico Retirement Savings Plan (the Plan)
at December 31, 1994 and 1993, and the related statements changes in net assets
available for benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audits of these statements in accordance with generally
accepted auditing standards which 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, assessing
the accounting principles used and significant estimates made by management,
and 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, 1994 and 1993 and the changes in net assets available for benefits
for the years then ended 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 additional information included in
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional information
required by the Employee Retirement Income Security Act of 1974. The fund
information in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits for the years then
ended is presented for purposes of additional analysis
<PAGE> 5
June 9, 1995
To the Participants and Administrator of the
Westinghouse de Puerto Rico Retirement Savings Plan
Page 2
rather than to present the net assets available for Plan benefits and changes
in net assets available for Plan benefits of each fund. The additional
schedules and fund information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
PRICE WATERHOUSE
CERTIFIED PUBLIC ACCOUNTANTS
(OF PUERTO RICO)
License No. 10 Expires Dec. 1, 1995
Stamp 1305556 of the P.R. Society of
Certified Public Accountants has been
affixed to the file copy of this report
<PAGE> 6
WESTINGHOUSE DE PUERTO RICO
---------------------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------
WITH FUND INFORMATION
---------------------
<TABLE>
<CAPTION>
December 31, 1994
---------------------------------------------------------------------
Fixed Vanguard Westingouse
Income Mutual Common Stock
Fund Fund Fund Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
Assets
- ------
Investments, at fair value:
Vanguard Mutual fund $342,745 $ 342,745
Westinghouse Common Stock fund $210,809 210,809
-------- -------- ----------
342,745 210,809 553,554
Guaranteed insurance contracts $2,915,971 2,915,971
---------- -------- -------- ----------
Total investments 2,915,971 342,745 210,809 3,469,525
Receivables:
Accrued interest and dividends 6,105 12 6,117
---------- -------- -------- ----------
Total assets available for benefits 2,915,971 348,850 210,821 3,475,642
Liabilities
- -----------
Accounts payable 6,105 8,710 14,815
---------- -------- -------- ----------
Net assets available for benefits $2,915,971 $342,745 $202,111 $3,460,827
========== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------------------------------------------
Fixed Vanguard Westingouse
Income Mutual Common Stock
Fund Fund Fund Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
Assets
- ------
Investments, at fair value:
Vanguard Mutual fund $459,245 $ 459,245
Westinghouse Common Stock fund $337,918 337,918
-------- -------- ----------
459,245 337,918 797,163
Guaranteed insurance contracts $3,912,893 3,912,893
---------- -------- -------- ----------
Total investments 3,912,893 459,245 337,918 4,710,056
Receivables:
Accrued interest and dividends 23,397 6,372 20 29,789
---------- -------- -------- ----------
Total assets available for benefits 3,936,290 456,617 337,938 4,739,845
Liabilities
- -----------
Accounts payable 23,393 6,091 29,484
---------- -------- -------- ----------
Net assets available for benefits $3,912,897 $459,526 $337,938 $4,710,361
========== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 7
WESTINGHOUSE DE PUERTO RICO
---------------------------
RETIREMENT SAVINGS PLAN
-----------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
WITH FUND INFORMATION
---------------------
<TABLE>
<CAPTION>
December 31, 1994
---------------------------------------------------------------------------
Fixed Vanguard Westinghouse
Income Mutual Common Stock
Fund Fund Fund Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income -
Net appreciation (depreciation)
in fair value of investments ($ 16,440) ($ 20,156) ($ 36,596)
Interest and dividends $ 203,021 12,212 3,673 218,906
---------- -------- -------- ----------
Total investment income 203,021 (4,228) (16,483) 182,310
Contributions -
Employer 264,758 36,139 18,497 319,394
Participants 684,732 93,374 66,433 844,539
---------- -------- -------- -----------
Total contributions 949,490 129,513 84,930 1,163,933
---------- -------- -------- ----------
Total additions 1,152,510 125,285 68,447 1,346,243
---------- -------- -------- ----------
Deductions from net assets attributed to:
Participants benefits upon termination
of membership 245,926 37,469 39,458 322,853
Hardship withdrawals 1,901 1,901
Market value of shares distributed 3,913 3,913
Refund of employee contributions
Administrative expenses 832 832
Inter-fund transfers (8,470) (7,465) 15,935
Transfer of assets to other plans 1,909,249 212,061 144,968 2,266,278
---------- -------- -------- ----------
Total deductions 2,149,438 242,065 204,274 2,595,777
---------- -------- -------- ----------
Net (decrease) increase (996,926) (116,781) (135,827) (1,249,534)
Net assets available for benefits:
Beginning of year 3,912,897 459,526 337,938 4,710,361
---------- -------- -------- ----------
End of year $2,915,971 $342,745 $202,111 $3,460,827
========== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------------------------------------------
Fixed Vanguard Westinghouse
Income Mutual Common Stock
Fund Fund Fund Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income -
Net appreciation (depreciation)
in fair value of investments $ 14,769 $ 7,419 $ 22,188
Interest and dividends $ 210,370 12,839 7,389 230,598
---------- -------- -------- ----------
Total investment income 210,370 27,608 14,808 252,786
Contributions -
Employer 542,221 57,025 44,748 643,994
Participants 1,349,122 168,880 146,139 1,664,141
---------- -------- -------- ----------
Total contributions 1,891,343 225,905 190,887 2,308,135
---------- -------- -------- ----------
Total additions 2,101,713 253,513 205,695 2,560,921
---------- -------- -------- ----------
Deductions from net assets attributed to:
Participants benefits upon termination
of membership 222,195 30,895 9,009 262,099
Hardship withdrawals
Market value of shares distributed 4,204 4,204
Refund of employee contributions 8,546 14,300 22,846
Administrative expenses 1,645 1,645
Inter-fund transfers (33,384) 1,117 32,267
Transfer of assets to other plans 34,275 3,439 4,411 42,125
---------- -------- -------- ----------
Total deductions 224,731 43,997 64,191 332,919
---------- -------- -------- ----------
Net (decrease) increase 1,876,982 209,516 141,504 2,228,002
Net assets available for benefits:
Beginning of year 2,035,915 250,010 196,434 2,482,359
---------- -------- -------- ----------
End of year $3,912,897 $459,526 $337,938 $4,710,361
========== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 8
WESTINGHOUSE DE PUERTO RICO RETIREMENT SAVINGS PLAN
---------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - DESCRIPTION OF THE PLAN:
- --------------------------------
The following brief description of the Westinghouse de Puerto Rico Retirement
Savings Plan (the "Plan") provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
General
- -------
The Plan is a defined contribution plan effective as of January 1, 1992 for the
purpose of providing a convenient way for eligible employees to accumulate
capital on a regular and long-term basis, and to provide for the retirement of
the eligible employees of the employing companies. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
The Plan covers all the regular employees of Westinghouse de Puerto Rico, Inc.,
Westinghouse Electric Company, S.A. and several employees of Westinghouse
Electric Corporation currently employed in Puerto Rico (the "Company"). Any
employee working on a full-time basis for any of the latter employing companies
is eligible for admission to the Plan.
Contributions
- -------------
Plan participants may elect to contribute from 1% to 4% of their regular wages
or salaries to a Basic Allotment and from 1% to 4% extra to a Supplementary
Allotment. The Company contributes an amount equal to 50% of the employee's
contribution within the Basic Allotment percentages, not to exceed the lesser
of 8% of total compensation or $7,000. The employee's election shall be
effective for a minimum of one quarter.
Participant accounts
- --------------------
Each participant's account is credited with the participant's contribution and
allocation of (a) the Company's contribution, (b) Plan earnings, and (c)
forfeitures of terminated participants' nonvested accounts. Allocations are
based on participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's account. The net income of the Plan is credited to the
participants' accounts at the end of each quarter.
4
<PAGE> 9
Investment options
- ------------------
Upon enrollment in the Plan, a participant may direct contributions in any of
the following three investment options:
Mutual Fund - Funds are primarily invested in Vanguard Institutional
Index Fund, a open-end mutual fund
Fixed Income Fund - Funds are invested in guaranteed insurance contracts
with insurance companies
Company Stock Fund - Funds are invested in Common Stock of Westinghouse
Electric Corporation
Payment of benefits and vesting rights
- --------------------------------------
The participants may, at their option, make withdrawals from the Plan, subject
to certain limitations as to purpose and amount. In the case of an employee's
termination because of death, the entire credit balance is paid to the person
or persons legally entitled thereto. In case of termination because of any
reasons other than death, the participant is entitled to the balance as long as
the participant has 3 or more years of eligible service or has contributed to
the Plan since January 1, 1992. If the participant has less than 3 years of
eligible service, and entered the Plan after January 1, 1992, he/she is
entitled to receive only the amounts contributed less any withdrawals made.
Fees and expenses
- -----------------
All trustee's fees and most of the administrative expenses incurred in the
management of the Plan are borne by Westinghouse de Puerto Rico, Inc.
Plan termination
- ----------------
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA.
In the event the Plan terminates, the interest of each participating employee
in the Plan shall be fully vested and such termination shall not reduce the
interest of any participating employee or their beneficiaries accrued under the
Plan up to the date of such termination.
NOTE 2 - SUMMARY OF MAJOR ACCOUNTING POLICIES:
- ---------------------------------------------
Basis of accounting
- -------------------
The Plan's financial statements are prepared on the accrual basis of
accounting.
5
<PAGE> 10
Investments
- -----------
The Westinghouse Common Stock Fund and the Vanguard Mutual Fund shares are
presented at fair market value in the financial statements. Fair market value
is determined by Bankers Trust Company (the "Trustee") based on quoted values
as of the last day of the Plan year. The Fixed Income Fund, composed of
guaranteed insurance contracts with insurance companies is presented at
contract value, which approximates market value.
Contributions
- -------------
Employee contributions are recorded in the period during which the Company
makes payroll deductions from the Plan participants' earnings. Matching
Company contributions are recorded in the same period.
Measurement date
- ----------------
Purchases and sales of securities are recognized on the trade date.
Dividends
- ---------
Dividends on Mutual Fund shares and shares of the Corporation's common stock
are credited to each participant's account, as appropriate, for shares held at
the date of record.
Distributions and withdrawals
- -----------------------------
For the Mutual Fund and the Fixed Income Fund, employee distributions and
withdrawals are paid in the form of cash. For the Common Stock Fund, they are
paid in the form of securities, which are valued at market.
NOTE 3 - PAYABLES AND WITHDRAWALS IN PROCESS:
- --------------------------------------------
Withdrawals-in-process at December 31, 1994 and 1993, are not included in the
respective years' statement of net assets available for benefits or the
statement of changes in net assets available for benefits.
Withdrawals-in-process at December 31, were as follows:
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Fixed Income Fund $44,039 $61,738
Vanguard Mutual Fund 976 12,786
Westinghouse Common Stock Fund 443 8,768
------- -------
$45,458 $83,292
======= =======
</TABLE>
6
<PAGE> 11
NOTE 4 - TAX STATUS:
- -------------------
The Company obtained a favorable determination letter from the Puerto Rico
Department of the Treasury which qualifies the Plan as tax exempt under the
Provisions of Section 165 (a) of the Puerto Rico Income Tax Act of 1954, and,
accordingly, no provision for income taxes has been included in the Plan's
financial statements.
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.
NOTE 5 - INVESTMENT IN MASTER TRUST:
- -----------------------------------
For 1993, the Fixed Income Fund assets of the Plan were commingled with those
of the Westinghouse Personal Investment and Savings Plan in a Master Trust
arrangement. The Master Trust is administered by Bankers Trust and governed by
the Westinghouse Savings Program Master Trust Agreement. Although assets are
commingled, Bankers Trust maintains records of contributions received and
distributions made to the Master Trust for each participating plan. Investment
income is allocated by Bankers Trust to each participating plan based on the
beneficial interest of each plan to the total beneficial interests of the
participating plans at the beginning of each month.
Effective October 1994, the Fixed Income Fund assets of the Plan which were
previously included in the Master Trust were transfered to the trust fund of
Westinghouse of Puerto Rico, Inc.
The financial activity of the Master Trust, summarized below, is stated on the
cash basis of accounting. The investment assets of the Master Trust are as
follows:
<TABLE>
<CAPTION>
December 31,
1993
----
<S> <C>
Investments, at fair value:
Westinghouse Common Stock $ 230,084,881
Vanguard Mutual Fund 170,490,045
--------------
400,574,926
Fixed Income Fund 2,952,605,751
--------------
$3,353,180,677
==============
</TABLE>
7
<PAGE> 12
The changes in investment assets of the Master Trust for the year ended
December 31, 1993 are as follows:
<TABLE>
<CAPTION>
1993
----
<S> <C>
Additions:
Investment income:
Net depreciation in fair value
of investments:
Westinghouse Common Stock Fund $ 7,055,415
Vanguard Mutual Fund 9,156,192
Interest 211,988,339
Dividends 7,108,178
--------------
235,308,124
Contributions 332,530,938
Transfers 53,086,230
--------------
Total additions 620,925,292
--------------
Deductions:
Withdrawals 219,764,356
Administrative expenses 857,365
--------------
Total deductions 220,621,721
--------------
Net increase 400,303,571
Net assets available:
Beginning of period 2,952,877,106
--------------
End of period $3,353,180,677
==============
</TABLE>
NOTE 6 - TRANSFERS OF ASSETS AND OTHER EVENTS:
- ---------------------------------------------
On January 31, 1994, the Distribution and Control Business Unit (DCBU), with
approximately 1,300 plan participants', was sold to Eaton Corporation
("Eaton"). According to the purchase agreement between the parties,
Westinghouse de Puerto Rico, Inc. had to transfer all the DCBU participant's
account balances in the Plan as of the effective date of the sale.
8
<PAGE> 13
On March 31, 1994 the Plan completed a partial transfer in the amount of
$2,266,278 to Eaton's sponsored plan in connection to the divestiture of DCBU.
This payment represented the employee and the Company contributions, plus the
related investment income earned on the account balances as of December 31,
1993. By fund, the market values of the assets transferred as of December 31,
1993, were as follows:
<TABLE>
<S> <C>
Fixed Income Fund $1,909,249
Vanguard Mutual Fund 212,060
Westinghouse Common Stock Fund 144,968
----------
$2,266,278
==========
</TABLE>
A second asset transfer is expected during the second semester of 1995.
According to an estimate prepared by the Plan's administrator, the amount of
this transfer will be approximately $141,000, (representing the full account
balances as of December 31, 1993 of participants' not included in the first
asset transfer) plus the employee contributions, company match and related
investment income for the month ended January 31, 1994.
NOTE 7 - SUBSEQUENT EVENTS:
- --------------------------
On March 27, 1995, the Plan completed the transfer of net assets in the amount
of $94,827 to another sponsored plan in connection with the divestiture of the
Westinghouse Electric Company Division (WESCO). By fund, the market value of
the assets transferred as of December 31, 1994, were as follows:
<TABLE>
<S> <C>
Fixed Income $89,767
Vanguard Mutual Fund 5,043
Westinghouse Common Stock Fund 17
-------
$94,827
=======
</TABLE>
9
<PAGE> 14
ADDITIONAL INFORMATION
SCHEDULE I
----------
WESTINGHOUSE DE PUERTO RICO
---------------------------
RETIREMENT SAVINGS PLAN
-----------------------
ITEM 27A FORM 5500 - SCHEDULE OF
--------------------------------
ASSETS HELD FOR INVESTMENT PURPOSES
-----------------------------------
DECEMBER 31, 1994
-----------------
<TABLE>
<CAPTION>
Description of asset Shares Cost Market value
-------------------- ------ ---- ------------
<S> <C> <C> <C>
Mutual Fund:
Vanguard Institutional
Index Fund SH Ben Int 7,930 $338,921 $342,745
======== ========
Westinghouse Common Stock:
BT Pyramid Directed
Account Cash Fund - 8,721 8,721
Westinghouse Electric
Corporation Common Stock 16,497 238,567 202,088
-------- --------
Fund total $247,288 $210,809
======== ========
Fixed Income Fund:
Westinghouse Consolidated
GIC Fund 286,608 $2,868,919 $2,915,971
========== ==========
</TABLE>
10
<PAGE> 15
ADDITIONAL INFORMATION
SCHEDULE II
-----------
WESTINGHOUSE DE PUERTO RICO
---------------------------
RETIREMENT SAVINGS PLAN
-----------------------
ITEM 27D FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS*
---------------------------------------------------------
INDIVIDUAL TRANSACTIONS AND ASSOCIATED TRANSACTIONS BY PERSON
-------------------------------------------------------------
FROM 01/01/94 TO 12/31/94
-------------------------
WESTINGHOUSE
------------
VANGUARD FUND - DE PUERTO RICO
------------------------------
MARKET VALUE 12/31/1993 $459,525
--------------------------------------
<TABLE>
<CAPTION>
Party involved Purchase or Cost of Current value Net gain
or security name selling price Expenses asset of asset or (loss)
- ---------------- ------------- -------- ------- -------- ---------
<S> <C> <C> <C> <C> <C>
Vanguard Institutional Index Fund
SH Ben Int
Sold on 04/04/1994 42.24 Net $211,926 $212,061 135
Purchased on 08/01/1994 43.59 Net 46,324
BT Pyramid directed account
cash fund
Sold on 07/29/1994 100.00 Net 41,881 41,881
Sold on 01/05/1994 100.00 Net 26,163 26,163
Vanguard Institutional Index Fund
SH Ben Int
Purchased on 01/05/1994 44.27 Net 26,163
BT Pyramid directed account
cash fund
Purchased on 06/30/1994 100.00 Net 24,735
<FN>
* Transactions or series of transactions in excess of 5 percent of the current
value of the Plan's assets as of December 31, 1993 as defined in 29 CFR
2520.103-6 of the Department of Labor's Rules and Regulations for Reporting
and Disclosure under ERISA.
</TABLE>
11
<PAGE> 16
ADDITIONAL INFORMATION
SCHEDULE II
-----------
WESTINGHOUSE DE PUERTO RICO
---------------------------
RETIREMENT SAVINGS PLAN
-----------------------
ITEM 27D FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS*
---------------------------------------------------------
INDIVIDUAL TRANSACTIONS AND ASSOCIATED TRANSACTIONS BY PERSON
-------------------------------------------------------------
FROM 01/01/94 TO 12/31/94
-------------------------
WESTINGHOUSE
------------
COMMON STOCK FUND - DE PUERTO RICO
----------------------------------
MARKET VALUE 12/31/1993 $337,938
--------------------------------------
<TABLE>
<CAPTION>
Party involved Purchase or Cost of Current value Net gain
or security name selling price Expenses asset of asset or (loss)
---------------- ------------- -------- ------- -------- ---------
<S> <C> <C> <C> <C> <C>
MISCELLANEOUS
- -------------
BT Pyramid directed account
cash fund
Sold on 01/11/1994 100.00 Net $20,721 $20,721 -
<FN>
* Transactions or series of transactions in excess of 5 percent of the current
value of the Plan's assets as of December 31, 1993 as defined in 29 CFR
2520.103-6 of the Department of Labor's Rules and Regulations for Reporting
and Disclosure under ERISA.
</TABLE>
12
<PAGE> 17
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
Retirement Savings Plan
Dated: June 28, 1995 By: /s/ Ivonne Velazquez
--------------------------
Name: Ivonne Velazquez
Title: Plan Administrator
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page No.
<S> <C> <C>
23 Consent of Independent Accountants 19
</TABLE>
<PAGE> 1
EXHIBIT 23
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-44044) of our report dated June 9, 1995, included
in the Annual Report of the Westinghouse de Puerto Rico Retirement Savings Plan
on Form 11-K for the year ended December 31, 1994.
/s/ Price Waterhouse
- ----------------------------------
254 Munoz Rivera Ave.
San Juan, Puerto Rico
June 27, 1995
