<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 SAVINGS PROGRAM
(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 ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Financial Statements and Schedules
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE> 3
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Index to Financial Statements and Schedules
December 31, 1996 and 1995
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Reports 1 - 3
Statements of Net Assets Available for Benefits, With Fund Information 4 - 7
Statement of Changes in Net Assets Available for Benefits, With Fund Information 8 - 9
Notes to Financial Statements 10 - 17
Schedule 1 - Item 27(a) - Assets Held for Investment Purposes (at the end of the
plan year) 18
Schedule 2 - Item 27(d) - Reportable Transactions 19
</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 Savings Program:
We have audited the accompanying statement of net assets available for benefits
of the Westinghouse Savings Program (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.
<PAGE> 5
To the Participants and Administrator of the
Westinghouse Savings Program
Page 2
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> 6
REPORT OF INDEPENDENT ACCOUNTANTS
June 24, 1996
To the Participants and
Administrator of the
Westinghouse Savings Program
We have audited the accompanying statement of assets available for benefits of
the Westinghouse Savings Program (the Plan) at December 31, 1995, and the
related statement of changes in assets available for benefits for the year
ended December 31, 1995. 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 presents fairly, in
all material respects, the assets available for benefits of the Plan as of
December 31, 1995, and the changes in assets available for benefits for the
year ended December 31, 1995, in conformity with generally accepted accounting
principles.
Our audit was made 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 Department of Labor Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of assets available for benefits and the statement of changes in
assets available for benefits is presented for purposes of additional analysis
rather than to present the assets available for Plan benefits and changes in
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 LLP
<PAGE> 7
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1996
(In thousands)
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------------------------------------------
Participant Directed
-------------------------------------------------------------------------------------
Westinghouse Fidelity
Fixed Common Growth BT JPM
Income Stock and Income Index Ultra Janus International
Fund Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Westinghouse common stock $ -- 265,316 -- -- -- -- --
Registered investment companies -- -- 220,411 167,906 130,353 117,081 17,127
Loans to participants -- -- -- -- -- -- --
Interest-bearing cash -- 105 3 2 2 4 --
---------- ------- ------- ------- ------- ------- ------
-- 265,421 220,414 167,908 130,355 117,085 17,127
Investments, at contract value:
Beneficial interest in the
Westinghouse Savings
Program Master Trust
(note 5) 2,863,939 -- -- -- -- -- --
---------- ------- ------- ------- ------- ------- ------
Total investments 2,863,939 265,421 220,414 167,908 130,355 117,085 17,127
Receivables:
Rollover contributions 4,432 -- -- -- -- -- --
Due from brokers for
investments sold 3,567 1,805 145 132 59 55 5
---------- ------- ------- ------- ------- ------- ------
Total receivables 7,999 1,805 145 132 59 55 5
---------- ------- ------- ------- ------- ------- ------
Total assets 2,871,938 267,226 220,559 168,040 130,414 117,140 17,132
Liabilities:
Due to brokers for
investments purchased (4,432) (1,143) -- -- -- -- --
---------- ------- ------- ------- ------- ------- ------
Total liabilities (4,432) (1,143) -- -- -- -- --
---------- ------- ------- ------- ------- ------- ------
Net assets available
for benefits $2,867,506 266,083 220,559 168,040 130,414 117,140 17,132
========== ======= ======= ======= ======= ======= ======
</TABLE>
(Continued)
<PAGE> 8
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Net Assets Available for Benefits, With Fund Information,
Continued
December 31, 1996
(In thousands)
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------------------
Participant Directed
----------------------------------------------------------------------
BT BT BT
Lifecycle Lifecycle Lifecycle
JPM Long Mid Short
Diversified Range Range Range Participant
Fund Fund Fund Fund loans Total
---- ---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Westinghouse common stock $ -- -- -- -- -- 265,316
Registered investment companies 15,703 14,236 12,685 6,260 -- 701,762
Loans to participants -- -- -- -- 54,399 54,399
Interest-bearing cash -- -- 1 -- -- 117
------- ------ ------ ----- ------ ---------
15,703 14,236 12,686 6,260 54,399 1,021,594
Investments, at contract value:
Beneficial interest in the Westinghouse
Savings Program Master Trust (note 5) -- -- -- -- -- 2,863,939
------- ------ ------ ----- ------ ---------
Total investments 15,703 14,236 12,686 6,260 54,399 3,885,533
Receivables:
Rollover contributions -- -- -- -- -- 4,432
Due from brokers for investments sold 8 4 16 3 14 5,813
------- ------ ------ ----- ------ ---------
Total receivables 8 4 16 3 14 10,245
------- ------ ------ ----- ------ ---------
Total assets 15,711 14,240 12,702 6,263 54,413 3,895,778
Liabilities:
Due to brokers for investments purchased -- -- -- -- -- (5,575)
------- ------ ------ ----- ------ ---------
Total liabilities -- -- -- -- -- (5,575)
------- ------ ------ ----- ------ ---------
Net assets available
for benefits $15,711 14,240 12,702 6,263 54,413 3,890,203
======= ====== ====== ===== ====== =========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 9
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1995
(In thousands)
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------------------------
Participant Directed
----------------------------------------------------------------------------
Westinghouse Fidelity
Fixed Common Growth BT JPM
Income Stock and Income Index Ultra Janus International
Fund Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ---- ----
<C> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Westinghouse common stock $ -- 277,079 -- -- -- -- --
Registered investment companies -- -- 181,653 151,342 116,321 89,380 10,018
Loans to participants -- -- -- -- -- -- --
---------- ------- ------- ------- ------- ------ ------
-- 277,079 181,653 151,342 116,321 89,380 10,018
Investments, at contract value:
Beneficial interest in the
Westinghouse Savings
Program Master Trust
(note 5) 3,198,787 -- -- -- -- -- --
---------- ------- ------- ------- ------- ------ ------
Total investments 3,198,787 277,079 181,653 151,342 116,321 89,380 10,018
Receivables:
Employee contributions -- 771 -- -- -- -- --
Employer contributions -- 366 -- -- -- -- --
Other receivables -- 176 -- -- -- -- --
Loan repayments -- 252 -- -- -- -- --
Dividends -- 24 -- -- -- -- --
---------- ------- ------- ------- ------- ------ ------
Net assets available
for benefits $3,198,787 278,668 181,653 151,342 116,321 89,380 10,018
========== ======= ======= ======= ======= ====== ======
</TABLE>
(Continued)
6
<PAGE> 10
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Net Assets Available for Benefits, With Fund Information,
Continued
December 31, 1995
(In thousands)
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------------
Participant Directed
-----------------------------------------------------------------------
BT BT BT
Lifecycle Lifecycle Lifecycle
JPM Long Mid Short
Diversified Range Range Range Participant
Fund Fund Fund Fund loans Total
---- ---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Westinghouse common stock $ -- -- -- -- -- 277,079
Registered investment companies 14,880 12,579 13,075 6,536 -- 595,784
Loans to participants -- -- -- -- 73,029 73,029
------- ------ ------ ----- ------ ---------
14,880 12,579 13,075 6,536 73,029 945,892
Investments, at contract value:
Beneficial interest in the
Westinghouse Savings Program
Master Trust
(note 5) -- -- -- -- -- 3,198,787
------- ------ ------ ----- ------ ---------
Total investments 14,880 12,579 13,075 6,536 73,029 4,144,679
Receivables:
Employee contributions -- -- -- -- -- 771
Employer contributions -- -- -- -- -- 366
Other receivables -- -- -- -- -- 176
Loan repayments -- -- -- -- -- 252
Dividends -- -- -- -- -- 24
------- ------ ------ ----- ------ ---------
Net assets available
for benefits $14,880 12,579 13,075 6,536 73,029 4,146,268
======= ====== ====== ===== ====== =========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE> 11
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Changes in Net Assets Available for Benefits, With Fund
Information
Year Ended December 31, 1996
(In thousands)
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------------------------
Participant Directed
----------------------------------------------------------------------------
Westinghouse Fidelity
Fixed Common Growth BT JPM
Income Stock and Income Index Ultra Janus International
Fund Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 58,192 7,155 12,179 7,192 9,628 7,438 1,245
Employer 18,399 3,293 3,413 2,378 3,190 2,190 370
Rollovers and
trust-to-trust transfers 108,732 866 2,155 904 1,373 1,437 365
---------- ------- ------- ------- ------- ------- ------
Total contributions 185,323 11,314 17,747 10,474 14,191 11,065 1,980
Investment income:
Net appreciation in fair value of
investments -- 51,798 26,203 27,486 8,014 5,164 510
Interest and dividends -- 3,469 11,047 4,614 7,303 13,181 660
Net investment gain from the
Westinghouse Savings Program
Master Trust (note 5) 163,877 -- -- -- -- -- --
---------- ------- ------- ------- ------- ------- ------
Total investment income 163,877 55,267 37,250 32,100 15,317 18,345 1,170
Other 48 -- 9 -- 17 4 --
---------- ------- ------- ------- ------- ------- ------
Total additions 349,248 66,581 55,006 42,574 29,525 29,414 3,150
Deductions - benefits paid
to participants 325,224 17,032 11,284 10,178 6,835 5,871 970
---------- ------- ------- ------- ------- ------- ------
Total deductions 325,224 17,032 11,284 10,178 6,835 5,871 970
---------- ------- ------- ------- ------- ------- ------
Net increase prior to
interfund transfers 24,024 49,549 43,722 32,396 22,690 23,543 2,180
Interfund transfers (84,150) (2) 30,093 12,058 14,835 22,094 7,399
---------- ------- ------- ------- ------- ------- ------
Net increase (decrease) (60,126) 49,547 73,815 44,454 37,525 45,637 9,579
Net transfers from the Plan (note 7) (271,155) (62,132) (34,909) (27,756) (23,432) (17,877) (2,465)
---------- ------- ------- ------- ------- ------- ------
(331,281) (12,585) 38,906 16,698 14,093 27,760 7,114
Net assets available for benefits:
Beginning of year 3,198,787 278,668 181,653 151,342 116,321 89,380 10,018
---------- ------- ------- ------- ------- ------- ------
End of year $2,867,506 266,083 220,559 168,040 130,414 117,140 17,132
========== ======= ======= ======= ======= ======= ======
</TABLE>
(Continued)
8
<PAGE> 12
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Changes in Net Assets Available for Benefits, With Fund
Information, Continued
Year Ended December 31, 1996
(In thousands)
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------------------
Participant Directed
---------------------------------------------------------------------
BT BT BT
Lifecycle Lifecycle Lifecycle
JPM Long Mid Short
Diversified Range Range Range Participant
Fund Fund Fund Fund loans Total
---- ---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 990 1,116 864 346 - 106,345
Employer 317 360 275 105 - 34,290
Rollovers and trust-to-trust transfers 147 69 145 74 - 116,267
------- ------ ------ ----- ------- ---------
Total contributions 1,454 1,545 1,284 525 - 256,902
Investment income:
Net appreciation in fair value of
investments 756 959 545 187 - 121,622
Interest and dividends 1,200 991 838 266 5,142 48,711
Net investment gain from the
Westinghouse Savings Program
Master Trust (note 5) - - - - - 163,877
------- ------ ------ ----- ------- ---------
Total investment income 1,956 1,950 1,383 453 5,142 334,210
Other - - - - - 78
------- ------ ------ ----- ------- ---------
Total additions 3,410 3,495 2,667 978 5,142 591,190
Deductions - benefits paid to participants 737 603 823 727 2,289 382,573
------- ------ ------ ----- ------- ---------
Total deductions 737 603 823 727 2,289 382,573
Net increase prior to
interfund transfers 2,673 2,892 1,844 251 2,853 208,617
Interfund transfers 362 881 (1,047) 54 (2,577) -
------- ------ ------ ----- ------- ---------
Net increase (decrease) 3,035 3,773 797 305 276 208,617
Net transfers from the Plan (note 7) (2,204) (2,112) (1,170) (578) (18,892) (464,682)
------- ------ ------ ----- ------- ---------
831 1,661 (373) (273) (18,616) (256,065)
Net assets available for benefits:
Beginning of year 14,880 12,579 13,075 6,536 73,029 4,146,268
------- ------ ------ ----- ------- ---------
End of year $15,711 14,240 12,702 6,263 54,413 3,890,203
======= ====== ====== ===== ======= =========
</TABLE>
See accompanying notes to financial statements.
9
<PAGE> 13
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1996 and 1995
(In thousands)
(1) Description of Operations and Summary of Significant Accounting Policies
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 Savings Program (the Plan)
as of June 13, 1997.
Basis of Accounting
The financial statements of the Plan are prepared under the accrual basis
of accounting.
Reclassifications
Certain previously reported amounts have been reclassified to conform to
the 1996 presentation.
(Continued)
10
<PAGE> 14
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
Investments
The Plan's shares of common stock and registered investment companies are
presented at fair market value, which is based on published market
quotations. Guaranteed investment contracts with insurance companies
and synthetic guaranteed investment contracts held in the Westinghouse
Savings Program Master Trust (Master Trust), in which the Plan's Fixed
Income Fund has a beneficial interest, are presented at contract
value. Loans to participants are valued at cost, which approximates
fair value.
Measurement Date
Purchases and sales of securities are recorded on a trade date basis.
Dividends
Dividends on the Plan's shares of common stock and registered investment
companies are credited to each participant's account, as appropriate,
for shares held as of the date of record.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities as
of the date of the financial statements and the reported amounts of
Plan activity during the reporting period. Actual results could differ
from those estimates.
Payment of Benefits
Benefits are recorded when paid.
(Continued)
11
<PAGE> 15
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
(2) Description of the Plan
The following description of the Plan provides only general information.
Participants should refer to the Plan document or the summary plan
description for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan. It is subject to the provisions
of ERISA. All represented and nonrepresented employees of the
Corporation, a designated subsidiary or a designated joint venture are
eligible to participate in the Plan. Casual employees, leased
employees and employees of excluded units are not eligible to
participate in the Plan.
Contributions and Withdrawals
Plan participants may elect to contribute 2% to 20% of their base earnings
on either a pre-tax or after-tax basis or a combination thereof,
subject to IRS limitations. The Corporation matches contributions in
an amount equal to 50% of the first 6% of the participant's base
earnings contributed. Beginning January 1, 1997, the employer matching
contributions may, at the discretion of the Plan Administrator, be
made in the form of Westinghouse Electric Corporation common stock
rather than 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 Westinghouse Common Stock
Fund and the following registered investment companies: the Fidelity
Growth and Income Fund, the BT Investment Equity 500 Index Fund (BT
Index Fund), the Twentieth Century Ultra Investors Fund (Ultra Fund),
the Janus Fund, the JPM Institutional International Equity Fund (JPM
International Fund), the JPM Institutional Diversified Fund (JPM
Diversified Fund), the BT Investment Lifecycle Long Range Fund (BT
Lifecycle Long Range Fund), the BT Investment Lifecycle Mid Range Fund
(BT Lifecycle Mid Range Fund) and the BT Investment Lifecycle Short
Range Fund (BT Lifecycle Short Range Fund).
All participants are permitted to make withdrawals from the Plan subject
to provisions in the Plan document. Inactive or terminated
participants have several payment options, detailed in the Plan
document.
(Continued)
12
<PAGE> 16
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
Loans
Loans are made available to all participants on a nondiscriminatory basis
subject to the provisions in the Plan document. The amount of a loan
generally cannot exceed the lesser of $50 or one-half of a
participant's total vested account balance. Loans bear interest at a
fixed rate. The rate is determined as the prime rate in effect on the
last business day of the previous quarter plus 1%. All loans are
subject to specific repayment terms and are secured by the
participant's nonforfeitable interest in his/her account equivalent to
the principal amount of the loan.
Rollovers and Trust-to-Trust Transfers
Corporation employees and retirees may elect to transfer savings from
other plans that are qualified by the Internal Revenue Service (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.
Vesting and Forfeitures
Participant contributions to the Plan plus actual earnings thereon are
fully vested and nonforfeitable. If an employee had eligible service
before January 1, 1989, the employer matching contributions plus
actual earnings thereon are also vested. Employees hired on or after
January 1, 1989, must complete five years of eligibility service to
become vested in the employer matching contributions plus actual
earnings thereon. If a participant terminates employment prior to
completing five years of eligibility service, the current value of
their employer matching contributions will be forfeited. Forfeited
contributions are used to reduce future employer matching
contributions.
Plan Expenses
The Corporation is responsible for the general administration of the Plan
and for carrying out the provisions thereof. The investment assets of
the Plan are administered by a trustee appointed by the Financial and
Administrative Managers of the Plan. With the exception of investment
manager fees, which are paid by the Plan, expenses of the plan are
borne by the Corporation.
(Continued)
13
<PAGE> 17
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
Plan Termination
Although it is the intention of the Corporation 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.
(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 1996
Plan year:
<TABLE>
<S> <C>
Net assets available for benefits per the financial statements $ 3,890,203
Less amounts allocated to withdrawing participants 4,112
------------
Net assets available for benefits per the Form 5500 $ 3,886,091
============
</TABLE>
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 $ 382,573
Add amounts allocated to withdrawing participants as
of December 31, 1996 4,112
----------
Benefits paid to participants per the Form 5500 $ 386,685
==========
</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.
(Continued)
14
<PAGE> 18
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
(4) Investments
The following table presents the values of investments that represent 5%
or more of the Plan's net assets as of December 31, 1996 and 1995.
December 31,
-----------------
1996 1995
---- ----
Westinghouse common stock $ 265,316 277,079
Beneficial interest in the Westinghouse
Savings Program Master Trust 2,863,939 3,198,787
Fidelity Growth and Income Fund 220,411
(5) Master Trust
Effective July 1, 1991, the investment assets of the Westinghouse Personal
Savings Plan were commingled with those of the Westinghouse Personal
Investment Plan (the former Savings and Investment Plans,
respectively) in a Master Trust arrangement. Due to the merger of
these plans during 1994, only the Fixed Income Fund remains with a
beneficial interest in the Master Trust. As of December 31, 1996, the
Master Trust includes the Fixed Income Fund of the Plan, as well as
the Fixed Income Fund of another plan sponsored by one of the
Corporation's subsidiaries. The Master Trust is administered by
Bankers Trust and governed by the Westinghouse Savings Program Master
Trust Agreement. Although assets in the Master Trust are commingled,
the trustee maintains records of contributions received from and
distributions made to the Master Trust for each participating plan. As
of December 31, 1996 and 1995, the Plan's beneficial interest in the
net assets of the Master Trust was approximately 99.8% and 99.0%,
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)
15
<PAGE> 19
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
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
$292,129 and $303,730 as of December 31, 1995, respectively.
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.
(Continued)
16
<PAGE> 20
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
(6) Tax Status
The former Savings and Investment Plans obtained their latest
determination letters on May 12, 1986, in which the IRS stated that
the former Savings and Investment Plans, as then designed, were in
compliance with the applicable requirements of the Internal Revenue
Code (IRC). The Plans have been amended and restated since receiving
their determination letters, and the Plan Administrator filed for a
new tax determination letter on March 31, 1995. No reply has been
received as of June 13, 1997. The Plan Administrator and the Plan's
tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
Therefore, they believe that the Plan was qualified and the related
trust was tax-exempt as of December 31, 1996 and 1995.
(7) Significant Transfers to (from) the Plan
On September 1, 1996, the Plan completed a transfer of assets in the
amount of $487,602 to a plan sponsored by Northrop Grumman Corporation
in connection with the divestiture of certain businesses of the
Corporation's Electronic Systems Group. By fund, the transfer amounted
to $300,593, Fixed Income Fund; $57,630, Westinghouse Common Stock
Fund; $34,308, Fidelity Growth and Income Fund; $27,437, BT Index
Fund; $22,298, Ultra Fund; $17,459, Janus Fund; $2,453, JPM
International Fund; $2,174, JPM Diversified Fund; $1,994, BT Lifecycle
Long Range Fund; $1,147, BT Lifecycle Mid Range Fund; and $556, BT
Lifecycle Short Range Fund.
17
<PAGE> 21
Schedule 1
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
EIN: 25-0877540
Plan Number: 002
Item 27(a) - Assets Held for Investment Purposes (at the end of the plan year)
December 31, 1996
(In thousands)
<TABLE>
Column A Column B Column C Column D Column E
- - -------- -------- -------- -------- --------
<S> <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
---------------- --------------------------------- ---- -----
* Westinghouse Electric Corporation Common stock - 13,349 shares $221,268 265,316
Registered investment companies:
Fidelity Investments Fidelity Growth and Income Fund - 7,173 shares 171,129 220,411
* Bankers Trust Company BT Index Fund - 10,170 shares 113,940 167,906
American Century Investments Ultra Fund - 4,641 shares 112,642 130,353
Janus Capital Corporation Janus Fund - 4,789 shares 103,715 117,081
J.P. Morgan JPM International Fund - 1,513 shares 16,460 17,127
J.P. Morgan JPM Diversified Fund - 1,311 shares 14,129 15,703
* Bankers Trust Company BT Investment Lifecycle Long Range Fund - 1,200 shares 12,558 14,236
* Bankers Trust Company BT Investment Lifecycle Mid Range Fund - 1,175 shares 11,567 12,685
* Bankers Trust Company BT Investment Lifecycle Short Range Fund - 605 shares 5,917 6,260
-------- ---------
562,057 701,762
* Bankers Trust Company BT Pyramid Directed Cash Fund 117 117
* Participant loans Participant loans with various rates of interest (7% to
11.5%) and various maturity dates through 2001 0 54,399
-------- ---------
$783,442 1,021,594
======== =========
</TABLE>
* Party-in-interest
Note: Cost of participant loans is $-0-as indicated in the instructions to
Form 5500 - item 27(a).
18
<PAGE> 22
Schedule 2
WESTINGHOUSE ELECTRIC CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
EIN: 25-0877540
Plan Number: 002
Item 27(d) - Reportable Transactions
December 31, 1996
(In thousands)
Series Transactions, When Aggregated, 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
-------- -------- -------- -------- -------- -------- --------
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)
-------------- -------------------- --------- ----- --------- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Westinghouse Electric Corporation Common Stock 45 51 $ 60,572 65,438 8,058
Fidelity Investments Fidelity Growth and Income Fund 169 - 70,249 - N/A
American Century Investments Ultra Fund 138 - 55,698 - N/A
Janus Capital Corporation Janus Fund 180 - 52,636 - N/A
Bankers Trust BT Pyramid Directed Cash Fund 1,188 962 630,452 638,087 -
</TABLE>
Note: Columns E (Lease/Rental) and F (Expense Incurred With Transactions) have
been omitted because there is no information to report.
19
<PAGE> 23
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on behalf of the
Plan by the undersigned thereunto duly authorized.
Westinghouse Savings Program
Dated: June 27, 1997 By: /s/ B. G. CLAYTON
-------------------------
Name: B. G. Clayton
Title: Plan Administrator
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Sequential Page No.
<S> <C> <C>
23.1 Consent of Price Waterhouse LLP
23.2 Consent of KPMG Peat Marwick LLP
</TABLE>
<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. 33-51445) of our report dated June 24, 1996,
included in the Annual Report of the Westinghouse Savings Program on Form 11-K
for the year ended December 31, 1996.
/s/ Price Waterhouse LLP
- - ------------------------
Price Waterhouse LLP
600 Grant Street
Pittsburgh, Pennsylvania 15219-9954
June 27, 1997
<PAGE> 1
EXHIBIT 23.2
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 13, 1997, included in the
Annual Report of the Westinghouse Savings Program on Form 11-K for the year
ended December 31, 1996.
/s/ KPMG PEAT MARWICK LLP
- - -------------------------
Pittsburgh, Pennsylvania
June 27, 1997
