<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, 1996
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, INC.
RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE> 3
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Index to Financial Statements and Schedules
December 31, 1996 and 1995
<TABLE>
<CAPTION>
Page
-------
<S> <C>
Independent Auditors' Reports 1 - 2
Statements of Net Assets Available for Benefits, With Fund Information 3
Statement of Changes in Net Assets Available for Benefits, With Fund Information 4
Notes to Financial Statements 5 - 13
Schedule 1 - Item 27(a) - Assets Held for Investment Purposes (at the end
of the plan year) 14
Schedule 2 - Item 27(d) - Reportable Transactions 15 - 16
</TABLE>
All other schedules required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974, as amended (ERISA), have been omitted because there is no information
to report.
<PAGE> 4
Independent Auditors' Report
To the Participants and Administrator of the
Westinghouse de Puerto Rico, Inc. Retirement Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of the Westinghouse de Puerto Rico, Inc. Retirement Savings Plan (the Plan) as
of December 31, 1996, and the related statement of changes in net assets
available for benefits for the year then ended. These financial statements are
the responsibility of the Plan Administrator. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit 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 audit provides 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, 1996, and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
Our audit was 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 1996
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, as amended (ERISA). The
1996 fund information in the statement of net assets available for benefits and
the statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for Plan benefits and changes in net assets available for Plan benefits of each
fund. The supplemental schedules and 1996 fund information have been subjected
to the auditing procedures applied in the audit of the basic 1996 financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic 1996 financial statements taken as a whole.
/s/ KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
June 13, 1997
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 7, 1996
To the Participants and Administrator of the
Westinghouse de Puerto Rico Retirement Savings Plan
We have audited the accompanying statement of net assets available for benefits
of the Westinghouse de Puerto Rico Retirement Savings Plan (the Plan) at
December 31 1995, and the related statement of changes in net assets available
for benefits for the year 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 audit 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 audit provides 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, 1995 and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
Our audit was 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 11 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 year then
ended is presented for purposes of additional analysis rather than to present
the net assets available for Plan benefits and changes in net assets available
for Plan benefits of each fund. The 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.
/s/ Price Waterhouse
<PAGE> 6
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits, With Fund Information
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
------------------------------------------- --------------------------------------
Fund Information Fund Information
Participant Directed Participant Directed
--------------------------------- ------------------------------
Westinghouse Westinghouse
Fixed Vanguard Common Fixed Vanguard Common
Income Mutual Stock Income Mutual Stock
Fund Fund Fund Total Fund Fund Fund Total
---- ---- ---- ----- ---- ---- ---- -----
<C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Registered investment companies $ -- 910,662 -- 910,662 -- 500,991 -- 500,991
Westinghouse common stock -- -- 450,148 450,148 -- -- 301,563 301,563
Interest-bearing cash -- -- 36 36 -- 16 7,858 7,874
---------- -------- ------- --------- --------- ------- ------- ---------
-- 910,662 450,184 1,360,846 -- 501,007 309,421 810,428
Investments, at contract value:
Beneficial interest in the
Westinghouse Savings Program
Master Trust (note 4) 4,156,850 -- -- 4,156,850 3,607,353 -- -- 3,607,353
---------- -------- ------- --------- --------- ------- ------- ---------
Total investments 4,156,850 910,662 450,184 5,517,696 3,607,353 501,007 309,421 4,417,781
Receivables:
Employer Contributions -- -- -- -- -- 3,118 2,425 5,543
Participant Contributions -- -- -- -- -- 7,214 5,611 12,825
Interest and dividends -- 69 32 101 -- 6,572 39 6,611
Total Receivables -- 69 32 101 -- 16,904 8,075 24,979
---------- -------- ------- --------- --------- ------- ------- ---------
Total assets 4,156,850 910,731 450,216 5,517,797 3,607,353 517,911 317,496 4,442,760
Liabilities:
Due to Brokers for Securities
Purchased -- -- -- -- (46) (6,571) (15,890) (22,507)
Transfer of assets (note 6) (522,322) (120,395) (38,694) (681,411) -- -- -- --
Total Liabilities (522,322) (120,395) (38,694) (681,411) (46) (6,571) (15,890) (22,507)
---------- -------- ------- --------- --------- ------- ------- ---------
Net assets available
for benefits $3,634,528 790,336 411,522 4,836,386 3,607,353 511,340 301,606 4,420,253
========== ======== ======= ========= ========= ======= ======= =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 7
1
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, With Fund
Information
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Fund Information
Participant Directed
------------------------------------------
Westinghouse
Fixed Vanguard Common
Income Mutual Stock
Fund Fund Fund Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
Additions:
Investment income:
Net appreciation in fair value of investments $ -- 108,271 70,663 178,934
Interest and dividends -- 25,433 4,355 29,788
Net investment gain from the Westinghouse
Savings Program Master Trust (note 4) 252,180 -- -- 252,180
---------- -------- ------- ---------
Total investment income 252,180 133,704 75,018 460,902
Contributions:
Employer 239,217 33,496 21,040 293,753
Participants 601,055 86,143 53,058 740,256
---------- -------- ------- ---------
Total contributions 840,272 119,639 74,098 1,034,009
---------- -------- ------- ---------
Total additions 1,092,452 253,343 149,116 1,494,911
Deductions:
Benefits paid to participants 315,373 67,258 14,736 397,367
---------- -------- ------- ---------
Net increase prior to transfer of
assets and interfund transfers 777,079 186,085 134,380 1,097,544
Interfund transfers (227,536) 213,306 14,230 --
---------- -------- ------- ---------
Net increase 549,543 399,391 148,610 1,097,544
Transfer of assets (note 6) (522,322) (120,395) (38,694) (681,411)
---------- -------- ------- ---------
27,221 278,996 109,916 416,133
Net assets available for benefits:
Beginning of year 3,607,307 511,340 301,606 4,420,253
---------- -------- ------- ---------
End of year $3,634,528 790,336 411,522 4,836,386
========== ======== ======= =========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 8
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(1) Description of Operations and Summary of Significant Accounting Policies
Westinghouse de Puerto Rico, Inc. is a wholly owned subsidiary of
Westinghouse Electric Corporation. Westinghouse Electric
Corporation (the Corporation) is a global provider of diverse
technologies and services. The businesses comprising the Corporation
are industries and technology, and media related.
On November 13, 1996, the Corporation announced that the Board of
Directors had approved, subject to certain conditions, a plan to
separate the Corporation's industries and technology businesses from
its media businesses. Completion of the separation is subject to a
number of conditions, including a favorable ruling from the Internal
Revenue Service that the transaction will not be taxable for U.S.
federal income tax purposes to the Corporation or its shareholders
and the registration of the Westinghouse Electric Company (WELCO)
common stock under the Securities and Exchange Act of 1934. There can
be no assurance that the separation will occur or as to the related
timing. Furthermore, if the separation does occur, there can be no
assurance that all of the assets, liabilities and contractual
obligations will be transferred as currently contemplated or that
changes will not be made to the separation plan. Management does not
know the impact that the separation may have on the Westinghouse de
Puerto Rico, Inc. Retirement Savings Plan (the Plan) as of
June 13, 1997.
Basis of Accounting
The financial statements of the Plan are prepared under the accrual basis
of accounting.
Reclassification
Certain previously reported amounts have been reclassified to conform to
the 1996 presentation.
(Continued)
5
<PAGE> 9
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
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.
Measurement Date
Purchases and sales of securities are recorded on a trade date basis.
Dividends
Dividends on the Plan's shares of common stock and registered investment
companies are credited to each participant's account, as appropriate,
for shares held as of the date of record.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities as of the date of the financial statements and the
reported amounts of Plan activity during the reporting period. Actual
results could differ from those estimates.
(2) Description of the Plan
The following description of the Plan provides only general information.
Participants should refer to the Plan document or the summary Plan
description for a more complete description of the Plan's provisions.
(Continued)
6
<PAGE> 10
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
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 covers all
full-time employees rendering service in Puerto Rico who are
employees of Westinghouse de Puerto Rico, Inc., Westinghouse Electric
Company, S.A. and Westinghouse Electric Corporation (the Companies),
and who are not covered under a collective bargaining agreement
unless retirement benefits were not the subject of good faith
bargaining or the collective bargaining agreement calls for coverage
under the Plan. Casual employees, temporary employees or leased
employees are not eligible to participate in the Plan.
The Savings Plan Committee of Westinghouse de Puerto Rico, Inc. is the
Plan Administrator and Westinghouse de Puerto Rico, Inc. is the
Plan Sponsor.
Contributions
Planparticipants may elect to contribute on a pre-tax basis from 1% to 4%
of their total compensation excluding bonuses and incentive awards as
a basic contribution and from 1% to 4% extra of their total
compensation excluding bonuses and incentive awards on a pre-tax
basis as a supplementary contribution. The Companies contribute an
amount equal to 50% of the employee's basic contribution. The
participant's contribution cannot exceed the lesser of 8% of eligible
compensation or $7,500 in 1996, subject to the Puerto Rico Internal
Revenue Code. The employee's election shall be effective for a
minimum of one quarter.
Effective March 1, 1997, participants are permitted to make after-tax
contributions to the Plan. Plan participants will be eligible to
contribute on an after-tax basis from 1% to 4% of their eligible pay.
The maximum contribution rate, considering both before-tax and
after-tax contributions, will remain at 8% of eligible compensation.
Upon enrollment in the Plan, a participant can elect for their
contribution to be invested in one or more of the following three
funds: the Fixed Income Fund; the Vanguard Institutional Index
Fund (Vanguard Mutual Fund); or the Westinghouse Common Stock Fund.
Participants may direct their investments in 10% multiples in any
combination they wish.
(Continued)
7
<PAGE> 11
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
Rollovers
An employee eligible to participate in the Plan may elect to deposit
(roll over) into the Plan distributions received from other plans
that are qualified by the Puerto Rico Internal Revenue Code.
Rollovers are fully vested at all times and are nonforfeitable.
Withdrawals
All participants are permitted to make withdrawals from the Plan subject
to provisions in the Plan document. Distributions from the Plan upon
retirement, termination or death shall be paid in cash and/or shares
of common stock, as detailed in the Plan document.
Loans
Effective January 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 vested account
balance. Loans bear interest at a fixed rate which is equal to the
prime rate in effect on the last business day of the calendar quarter
prior to the loan origination date, plus 1%. All loans are subject to
specific repayment terms and are secured by the participant's
nonforfeitable interest in his/her account equivalent to the
principal amount of the loan.
Vesting and Forfeitures
Participant contributions to the Plan plus actual earnings thereon are
fully vested and nonforfeitable. If an employee had eligible service
before January 1, 1992, the employer matching contributions plus
actual earnings thereon are also vested. Employees hired on or after
January 1, 1992, must complete three years of eligibility service to
become vested in the employer matching contributions plus actual
earnings thereon. If a participant terminates employment prior to
completing three years of eligibility service, the current value of
their employer matching contributions will be forfeited. Forfeited
contributions are used to reduce future employer matching
contributions. Amounts forfeited in 1996 were $7,769.
(Continued)
8
<PAGE> 12
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
Plan Expenses
The Savings Plan Committee 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 Westinghouse de Puerto Rico, Inc. With the exception of investment
manager fees, which are paid by the Plan, expenses of the Plan are
borne by Westinghouse de Puerto Rico, Inc.
Plan Termination
Although it is the intention of the Companies to continue 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.
The Companies have the right under the Plan to discontinue their
contributions at any time.
(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, 1996 and 1995.
1996 1995
---- ----
Beneficial interest in the Westinghouse
Savings Program Master Trust $4,156,850 $3,607,353
Vanguard Institutional Index Fund 910,662 500,991
Westinghouse common stock 450,148 301,563
(Continued)
9
<PAGE> 13
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(4) Master Trust (Amounts in Thousands)
As of December 31, 1996, 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, 1996 and 1995, the Plan's beneficial interest in
the net assets of the Master Trust was approximately 0.2% 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.
The following table presents the values of investments in the Master
Trust as of December 31, 1996:
<TABLE>
<CAPTION>
Contract Market
value value
<S> <C> <C>
Guaranteed investment contracts $1,049,292 864,345
Synthetic guaranteed investment contracts 1,670,842 1,672,145
Other 148,253 148,253
---------- ---------
Master Trust $2,868,387 2,684,743
========== =========
</TABLE>
The aggregate contract and market values of investments in the Master
Trust as of December 31, 1995, were $3,231,917 and $3,273,128,
respectively.
Market values of investments in the Master Trust are based on quoted
market prices or on discounted cash flow analysis utilizing estimated
current market interest rates.
Synthetic guaranteed investment contracts utilize benefit-responsive
wrapper contracts issued by various third-party issuers. The wrapper
contracts provide market and cash flow risk protection to the Plan
and provide for the execution of participant initiated transactions
in the Plan at contract value. The synthetic guaranteed investment
contracts may invest in derivatives and include collateralized
mortgage obligations (CMOs), real estate investment conduits
(REMICs), other mortgage derivatives, call/put options on Treasury
securities and U.S. Treasury bond futures contracts. The notional
and fair values of these derivatives, as estimated by the trustee and
various investment managers, are $363,828 and $370,880 as of December
31, 1996, and $340,630 and $354,157 as of December 31, 1995,
respectively.
(Continued)
10
<PAGE> 14
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
The aggregate net investment gain from the Master Trust for the year
ended December 31, 1996, of $199,468 is solely comprised of interest
income.
The average yield of all investment contracts for the years ended
December 31, 1996 and 1995, was 6.62% and 6.93%, respectively, while
the crediting interest rate as of December 31, 1996 and 1995, was
6.66% and 7.03%, respectively.
(5) Tax Status
The Plan obtained a favorable determination letter dated September 27,
1993, from the Puerto Rico Department of the Treasury which qualifies
the Plan as tax exempt under the provisions of the Puerto Rico
Internal Revenue Code (the Code). The Plan Administrator and the
Plan's tax counsel believe that the Plan is currently being operated
in compliance with the applicable requirements of the Code.
Therefore, they believe that the Plan was qualified and the related
trust was tax-exempt as of December 31, 1996 and 1995.
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
On March 1, 1996, the Productos Electronicos Industriales Division
(PEI), with approximately 253 plan participants, was sold to Northrop
Grumman Corporation. In accordance with the purchase agreement,
assets equal to the March 31, 1996 account balances of PEI employees
were transferred to a plan sponsored by Northrop Grumman Corporation.
Such transfer did not occur until subsequent to December 31, 1996,
and, accordingly, the December 31, 1996, market value of these assets
by fund was as follows:
<TABLE>
<S> <C>
Fixed Income Fund $522,322
Vanguard Mutual Fund 120,395
Westinghouse Common Stock Fund 38,694
--------
$681,411
========
</TABLE>
(Continued)
11
<PAGE> 15
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
The above amounts, which represent Plan assets to be transferred to
another plan, have been recorded as liabilities on the statement of
net assets available for benefits as of December 31, 1996.
On September 30, 1996, the Productos Circuitos de Puerto Rico Division
was sold to Productos Circuitos de Puerto Rico P.R., Inc., and, on
November 30, 1996, the Wittnauer International Division was sold to
Composite Holdings L.L.C. In addition, two other facilities were
closed as of December 31, 1996: the Computer and Instrumentation
Division (CIPR) and Westinghouse Electric Company, S.A. - Power
Generation. Assets equal to the account balances of the affected
employees were distributed to participants subsequent to December 31,
1996. The December 31, 1996 market value of these assets by fund was
as follows:
<TABLE>
<S> <C>
Fixed Income Fund $ 875,615
Vanguard Mutual Fund 315,622
Westinghouse Common Stock Fund 79,628
----------
$1,270,865
==========
</TABLE>
The above amounts, which represent Plan assets to be distributed directly
to participants, have not been recorded as liabilities on the
statement of net assets available for benefits as of December 31,
1996, since benefits are recorded when paid.
(7) 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 1996
Plan year:
<TABLE>
<S> <C>
Net assets available for benefits per the financial statements $ 4,854,359
Less amounts allocated to withdrawing participants (1,270,865)
-----------
Net assets available for benefits per the Form 5500 $ 3,583,494
===========
</TABLE>
(Continued)
12
<PAGE> 16
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
The following is a reconciliation of benefits paid to participants as
reflected in the financial statements to the Form 5500 for the 1996
Plan year:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements $ 397,367
Add amounts allocated to withdrawing participants as
of December 31, 1996 1,270,865
Less amounts allocated to withdrawing participants as
of December 31, 1995 (111,226)
----------
Benefits paid to participants per the Form 5500 $1,557,006
==========
</TABLE>
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.
13
<PAGE> 17
Schedule 1
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
EIN: 25-1202929
Plan Number: 007
Item 27(a) - Assets Held for Investment Purposes (at the end of the plan year)
December 31, 1996
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
- - -------- -------- -------- -------- --------
<C> <C> <C> <C>
Description of investment including Current/
Identity of issue, borrower, lessor maturity date, rate of interest, contract
or similar party collateral, par or maturity value Cost value
----------------------------------- ----------------------------------- ---------- ----------
Registered investment company:
Vanguard Group Vanguard Institutional Index Fund -
13,225 shares $ 706,705 910,662
* Westinghouse Electric Corporation Common stock - 22,649 shares 349,056 450,148
* Bankers Trust Company BT Pyramid Directed Cash Fund 36 36
---------- ---------
$1,055,797 1,360,846
========== =========
* -- Party-in-interest
</TABLE>
14
<PAGE> 18
Schedule 2
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
EIN: 25-1202929
Plan Number: 007
Item 27(d) - Reportable Transactions
Year Ended December 31, 1996
Single Transactions Involving an Amount in Excess of
Five Percent of the Current Value of Plan Assets
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column G Column H Column I
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Current value
of asset on
Identity of Purchase Selling Cost of transaction Net gain
party involved Description of assets price price asset date (loss)
-------------- --------------------- ----- ----- ----- ---- ------
Registered investment company:
Vanguard Group Vanguard Institutional Index Fund $116,468 -- 116,468 116,468 N/A
Bankers Trust Company BT Pyramid Directed Cash Fund 83,304 -- 83,304 83,304 N/A
79,152 -- 79,152 79,152 N/A
78,606 -- 78,606 78,606 N/A
-- 77,474 77,474 77,474 --
-- 76,362 76,362 76,362 --
-- 72,317 72,317 72,317 --
-- 116,468 116,468 116,468 --
101,849 -- 101,849 101,849 N/A
66,874 -- 66,874 66,874 N/A
-- 66,874 66,874 66,874 --
</TABLE>
Note 1: Columns E (Lease/Rental) and F (Expense Incurred with Transaction)
have been omitted because there is no information to report.
(Continued)
15
<PAGE> 19
Schedule 2, Continued
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
EIN: 25-1202929
Plan Number: 007
Item 27(d) - Reportable Transactions, Continued
Series Transactions, When Aggregated, Involving an Amount in Excess
of Five Percent of the Current Value of Plan Assets
<TABLE>
<CAPTION>
Number Number Total dollar Total dollar
Identity of of of value of value of Net gain
party involved Description of assets purchases sales purchases sales (loss)
-------------- --------------------- --------- ----- --------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Registered investment company:
Vanguard Group Vanguard Institutional Index Fund 25 -- $ 321,870 -- N/A
Westinghouse Electric
Corporation Common stock 11 -- 91,958 -- N/A
Bankers Trust Company BT Pyramid Directed Cash Fund 41 30 580,057 579,350 --
</TABLE>
16
<PAGE> 20
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 27, 1997 By: /s/ IVONNE VELAZQUEZ
--------------------
Name: Ivonne Velazquez
Title: Plan Administrator
<PAGE> 21
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- - ----------- ----------- -----------
23.1 Consent of Price Waterhouse LLP
23.2 Consent of KPMG Peat Marwick LLP
<PAGE> 1
EXHIBIT 23.1
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 7, 1996,
included in the Annual Report of the Westinghouse de Puerto Rico Retirement
Savings Plan on Form 11-K for the year ended December 31, 1996.
/s/ Price Waterhouse
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Price Waterhouse
San Juan, Puerto Rico
June 27, 1997
<PAGE> 1
EXHIBIT 23.2
Consent of Independent Auditors
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We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-44044) of our report dated June 13, 1997,
included in the Annual Report of the Westinghouse de Puerto Rico Retirement
Savings Plan on Form 11-K for the year ended December 31, 1996.
/s/ KPMG PEAT MARWICK LLP
- - -----------------------------
Pittsburgh, Pennsylvania
June 27, 1997
