<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number 1-977
WESTINGHOUSE SAVINGS PROGRAM
(Full title of the Plan)
CBS CORPORATION
51 West 52nd Street
New York, New York 10019
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
<PAGE> 2
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Financial Statements as of December 31, 1997
and 1996, and Schedules as of December 31, 1997
(With Independent Auditors' Report Thereon)
<PAGE> 3
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Index to Financial Statements and Schedules
December 31, 1997 and 1996
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits, With Fund Information 2 - 5
Statement of Changes in Net Assets Available for Benefits, With Fund Information 6 - 7
Notes to Financial Statements 8 - 16
Schedule 1 - Line 27(a) - Schedule of Assets Held for Investment Purposes 17
Schedule 2 - Line 27(d) - Schedule of Reportable Transactions 18
</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 statements of net assets available for benefits
of the Westinghouse Savings Program (the Plan) as of December 31, 1997 and 1996,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 1997. These financial statements are the
responsibility of the Plan Administrator. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, as amended (ERISA). The
fund information in the statements 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 fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/KPMG PEAT MARWICK LLP
- ------------------------
Pittsburgh, Pennsylvania
June 12, 1998
<PAGE> 5
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1997
(In thousands)
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------------------
Participant Directed
--------------------------------------------------------------------------------------
CBS Fidelity BT
Fixed Common Growth BT Lifecycle
Income Stock and Income Index Ultra Janus Long Range
Fund Fund Fund Fund Fund Fund Fund
---------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
CBS common stock $ - 353,227 - - - - -
Registered investment companies - - 295,923 240,809 158,515 143,732 21,443
Loans to participants - - - - - - -
Interest-bearing cash - 6,980 1 3 5 2 2
---------- ---------- ---------- ---------- ---------- ---------- ----------
- 360,207 295,924 240,812 158,520 143,734 21,445
Investments, at contract value:
Beneficial interest in the Westinghouse
Savings Program Master Trust
(note 6) 2,724,441 - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total investments 2,724,441 360,207 295,924 240,812 158,520 143,734 21,445
Receivables:
Rollover contributions 1,293 21 96 282 64 106 -
Due from brokers for investments sold 52,188 1,274 16,762 12,293 9,651 8,970 1,154
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total receivables 53,481 1,295 16,858 12,575 9,715 9,076 1,154
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total assets 2,777,922 361,502 312,782 253,387 168,235 152,810 22,599
Liabilities:
Plan transfer (note 8) (50,485) (4,438) (8,017) (6,504) (4,785) (4,459) (632)
Due to brokers for investments
purchased - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total liabilities (50,485) (4,438) (8,017) (6,504) (4,785) (4,459) (632)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available
for benefits $2,727,437 357,064 304,765 246,883 163,450 148,351 21,967
========== ========== ========== ========== ========== ========== ==========
</TABLE>
(Continued)
2
<PAGE> 6
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Net Assets Available for Benefits, With Fund Information, Continued
December 31, 1997
(In thousands)
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------
Participant Directed
--------------------------------------------------------------
BT BT
Lifecycle Lifecycle
JPM JPM Mid Short
Diversified International Range Range Participant
Fund Fund Fund Fund Loans Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
CBS common stock $ - - - - - 353,227
Registered investment companies 18,545 16,899 17,310 7,241 - 920,417
Loans to participants - - - - 47,760 47,760
Interest-bearing cash 2 3 2 2 - 7,002
---------- ---------- ---------- ---------- ---------- ----------
18,547 16,902 17,312 7,243 47,760 1,328,406
Investments, at contract value:
Beneficial interest in the Westinghouse
Savings Program Master Trust
(note 6) - - - - - 2,724,441
---------- ---------- ---------- ---------- ---------- ----------
Total investments 18,547 16,902 17,312 7,243 47,760 4,052,847
Receivables:
Rollover contributions - 53 - - - 1,915
Due from brokers for investments sold 1,166 1,463 861 849 4,673 111,304
---------- ---------- ---------- ---------- ---------- ----------
Total receivables 1,166 1,516 861 849 4,673 113,219
---------- ---------- ---------- ---------- ---------- ----------
Total assets 19,713 18,418 18,173 8,092 52,433 4,166,066
Liabilities:
Plan transfer (note 8) (496) (526) (575) (416) (2,326) (83,659)
Due to brokers for investments
purchased - - - (35) - (35)
---------- ---------- ---------- ---------- ---------- ----------
Total liabilities (496) (526) (575) (451) (2,326) (83,694)
---------- ---------- ---------- ---------- ---------- ----------
Net assets available
for benefits $ 19,217 17,892 17,598 7,641 50,107 4,082,372
========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 7
CBS 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
------------------------------------------------------------------
CBS Fidelity
Fixed Common Growth BT
Income Stock and Income Index Ultra
Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
CBS (formerly Westinghouse Electric $ - 265,316 - - -
Corporation) common stock
Registered investment companies - - 220,411 167,906 130,353
Loans to participants - - - - -
Interest-bearing cash - 105 3 2 2
----------- ----------- ----------- ----------- -----------
- 265,421 220,414 167,908 130,355
Investments, at contract value:
Beneficial interest in the Westinghouse
Savings Program Master Trust
(note 6) 2,863,939 - - - -
----------- ----------- ----------- ----------- -----------
Total investments 2,863,939 265,421 220,414 167,908 130,355
Receivables:
Rollover contributions 4,432 - - - -
Due from brokers for investments sold 3,567 1,805 145 132 59
----------- ----------- ----------- ----------- -----------
Total receivables 7,999 1,805 145 132 59
----------- ----------- ----------- ----------- -----------
Total assets 2,871,938 267,226 220,559 168,040 130,414
Liabilities:
Due to brokers for investments
purchased (4,432) (1,143) - - -
----------- ----------- ----------- ----------- -----------
Net assets available
for benefits $ 2,867,506 266,083 220,559 168,040 130,414
=========== =========== =========== =========== ===========
<CAPTION>
Fund Information
------------------------
Participant Directed
------------------------
BT
Lifecycle
Janus Long Range
Fund Fund
----------- -----------
<S> <C> <C>
Investments, at fair value:
CBS (formerly Westinghouse Electric - -
Corporation) common stock
Registered investment companies 117,081 14,236
Loans to participants - -
Interest-bearing cash 4 -
----------- -----------
117,085 14,236
Investments, at contract value:
Beneficial interest in the Westinghouse
Savings Program Master Trust
(note 6) - -
----------- -----------
Total investments 117,085 14,236
Receivables:
Rollover contributions - -
Due from brokers for investments sold 55 4
----------- -----------
Total receivables 55 4
----------- -----------
Total assets 117,140 14,240
Liabilities:
Due to brokers for investments
purchased - -
----------- -----------
Net assets available
for benefits 117,140 14,240
=========== ===========
</TABLE>
(Continued)
4
<PAGE> 8
CBS 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
Lifecycle Lifecycle
JPM JPM Mid Short
Diversified International Range Range Participant
Fund Fund Fund Fund Loans Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
CBS (formerly Westinghouse Electric Corporation)
common stock $ - - - - - 265,316
Registered investment companies 15,703 17,127 12,685 6,260 - 701,762
Loans to participants - - - - 54,399 54,399
Interest-bearing cash - - 1 - - 117
---------- ---------- ---------- ---------- ---------- ----------
15,703 17,127 12,686 6,260 54,399 1,021,594
Investments, at contract value:
Beneficial interest in the Westinghouse
Savings Program Master Trust
(note 6) - - - - - 2,863,939
---------- ---------- ---------- ---------- ---------- ----------
Total investments 15,703 17,127 12,686 6,260 54,399 3,885,533
Receivables:
Rollover contributions - - - - - 4,432
Due from brokers for investments sold 8 5 16 3 14 5,813
---------- ---------- ---------- ---------- ---------- ----------
Total receivables 8 5 16 3 14 10,245
---------- ---------- ---------- ---------- ---------- ----------
Total assets 15,711 17,132 12,702 6,263 54,413 3,895,778
Liabilities:
Due to brokers for investments
purchased - - - - - (5,575)
---------- ---------- ---------- ---------- ---------- ----------
Net assets available
for benefits $ 15,711 17,132 12,702 6,263 54,413 3,890,203
========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 9
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Changes in Net Assets Available for Benefits, With Fund Information
Year Ended December 31, 1997
(In thousands)
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------
Participant Directed
--------------------------------------------------------
CBS Fidelity
Fixed Common Growth BT
Income Stock and Income Index
Fund Fund Fund Fund
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 45,603 6,306 12,768 7,760
Employer cash 2,120 (8) 164 128
Employer stock - 28,154 - -
Rollovers and trust-to-trust transfers 86,174 220 2,363 1,336
----------- ----------- ----------- -----------
Total contributions 133,897 34,672 15,295 9,224
Investment income:
Net appreciation (depreciation) in fair
value of investments - 115,082 55,507 46,129
Interest and dividends - 3,032 13,922 12,436
Net investment gain from the
Westinghouse Savings Program
Master Trust (note 6) 182,319 - - -
----------- ----------- ----------- -----------
Total investment income 182,319 118,114 69,429 58,565
Other 189 143 82 68
----------- ----------- ----------- -----------
Total additions 316,405 152,929 84,806 67,857
Deductions from net assets attributed to:
Benefits paid to participants (334,610) (21,685) (17,831) (17,612)
Loans to participants, net of
repayments (924) 2,079 849 364
----------- ----------- ----------- -----------
Total deductions (335,534) (19,606) (16,982) (17,248)
----------- ----------- ----------- -----------
Net increase (decrease)
prior to interfund
transfers (19,129) 133,323 67,824 50,609
Interfund transfers (69,220) (15,963) 24,409 34,793
----------- ----------- ----------- -----------
Net increase (decrease) (88,349) 117,360 92,233 85,402
Plan transfers, net (note 8) (51,720) (26,379) (8,027) (6,559)
----------- ----------- ----------- -----------
(140,069) 90,981 84,206 78,843
Net assets available for benefits:
Beginning of year 2,867,506 266,083 220,559 168,040
----------- ----------- ----------- -----------
End of year $ 2,727,437 357,064 304,765 246,883
=========== =========== =========== ===========
<CAPTION>
Fund Information
---------------------------------------
Participant Directed
---------------------------------------
BT
Lifecycle
Ultra Janus Long Range
Fund Fund Fund
---------- ----------- -----------
<S> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants 9,141 8,005 1,162
Employer cash 118 116 19
Employer stock - - -
Rollovers and trust-to-trust transfers 1,689 2,136 184
---------- ----------- -----------
Total contributions 10,948 10,257 1,365
Investment income:
Net appreciation (depreciation) in fair
value of investments (5,095) 1,936 1,836
Interest and dividends 34,143 25,259 1,843
Net investment gain from the
Westinghouse Savings Program
Master Trust (note 6) - - -
---------- ----------- -----------
Total investment income 29,048 27,195 3,679
Other 65 43 -
---------- ----------- -----------
Total additions 40,061 37,495 5,044
Deductions from net assets attributed to:
Benefits paid to participants (10,509) (9,645) (1,004)
Loans to participants, net of
repayments 648 604 80
---------- ----------- -----------
Total deductions (9,861) (9,041) (924)
---------- ----------- -----------
Net increase (decrease)
prior to interfund
transfers 30,200 28,454 4,120
Interfund transfers 7,635 7,222 4,240
---------- ----------- -----------
Net increase (decrease) 37,835 35,676 8,360
Plan transfers, net (note 8) (4,799) (4,465) (633)
---------- ----------- -----------
33,036 31,211 7,727
Net assets available for benefits:
Beginning of year 130,414 117,140 14,240
---------- ----------- -----------
End of year 163,450 148,351 21,967
========== =========== ===========
</TABLE>
(Continued)
6
<PAGE> 10
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Changes in Net Assets Available for Benefits,
With Fund Information, Continued
Year Ended December 31, 1997
(In thousands)
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------------------
Participant Directed
-------------------------------------------------------------
BT BT
Lifecycle Lifecycle
JPM JPM Mid Short
Diversified International Range Range Participant
Fund Fund Fund Fund Loans Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 916 1,500 801 307 - 94,269
Employer cash 16 17 18 5 - 2,713
Employer stock - - - - - 28,154
Rollovers and trust-to-trust transfers 184 230 156 103 - 94,775
---------- ---------- ---------- ---------- ---------- ----------
Total contributions 1,116 1,747 975 415 - 219,911
Investment income:
Net appreciation (depreciation) in fair
value of investments 1,190 (851) 823 (117) - 216,440
Interest and dividends 1,811 1,111 1,693 951 4,221 100,422
Net investment gain from the
Westinghouse Savings Program
Master Trust (note 6) - - - - - 182,319
---------- ---------- ---------- ---------- ---------- ----------
Total investment income 3,001 260 2,516 834 4,221 499,181
Other 2 3 - 2 - 597
---------- ---------- ---------- ---------- ---------- ----------
Total additions 4,119 2,010 3,491 1,251 4,221 719,689
Deductions from net assets attributed to:
Benefits paid to participants (1,345) (2,111) (968) (1,046) (2,228) (420,594)
Loans to participants, net of
repayments 70 128 74 - (3,972) -
---------- ---------- ---------- ---------- ---------- ----------
Total deductions (1,275) (1,983) (894) (1,046) (6,200) (420,594)
---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease)
prior to interfund
transfers 2,844 27 2,597 205 (1,979) 299,095
Interfund transfers 1,162 1,259 2,874 1,589 - -
---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) 4,006 1,286 5,471 1,794 (1,979) 299,095
Plan transfers, net (note 8) (500) (526) (575) (416) (2,327) (106,926)
---------- ---------- ---------- ---------- ---------- ----------
3,506 760 4,896 1,378 (4,306) 192,169
Net assets available for benefits:
Beginning of year 15,711 17,132 12,702 6,263 54,413 3,890,203
---------- ---------- ---------- ---------- ---------- ----------
End of year $ 19,217 17,892 17,598 7,641 50,107 4,082,372
========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE> 11
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1997 and 1996
(In thousands)
(1) Description of Operations and Summary of Significant Accounting Policies
------------------------------------------------------------------------
CBS Corporation (the Corporation, formerly Westinghouse Electric
Corporation) is one of the largest radio and television broadcasters
in the United States. During recent years, the Corporation redefined
its business portfolio and future direction in its transformation to a
pure media company. As the Corporation redefined its business
portfolio, a number of businesses were identified as non-strategic.
These businesses are expected to be divested in 1998.
Basis of Accounting
-------------------
The financial statements of the Plan are prepared under the accrual basis
of accounting.
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.
(Continued)
8
<PAGE> 12
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
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.
(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 other than employees eligible to participate in other plans
sponsored by 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 the Corporation's common stock rather than in cash for
non-union employees.
(Continued)
9
<PAGE> 13
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
Participants may elect for their contributions to be invested in 1%
increments in any of eleven investment options. The eleven investment
options include the Fixed Income Fund, the CBS Common Stock Fund and
the following registered investment companies: the Fidelity Growth and
Income Fund, the BT Investment Equity 500 Index Fund (BT Index Fund),
the Twentieth Century Ultra Investors Fund (Ultra Fund), the Janus
Fund, the BT Investment Lifecycle Long Range Fund (BT Lifecycle Long
Range Fund), the JPM Institutional Diversified Fund (JPM Diversified
Fund), the JPM Institutional International Equity Fund (JPM
International Fund), the BT Investment Lifecycle Mid Range Fund (BT
Lifecycle Mid Range Fund), and the BT Investment Lifecycle Short Range
Fund (BT Lifecycle Short Range Fund).
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.
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 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.
(Continued)
10
<PAGE> 14
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
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.
Plan Termination
----------------
As stated in note 1, the Corporation expects to divest in 1998 its
non-strategic businesses. After these divestitures are complete,
management expects that the Plan and the CBS Employee Investment Fund
will be merged. Although the Corporation does not intend to terminate
the Plan, the Corporation has the right to terminate the Plan at any
time subject to provisions of collective bargaining agreements. If such
termination occurs, all amounts credited to participants' accounts
shall become vested and be distributed as soon as practicable.
(Continued)
11
<PAGE> 15
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
(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 1997 and
1996 Plan years:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 4,082,372 3,890,203
Amounts allocated to withdrawing
participants (4,338) (4,112)
----------- -----------
Net assets available for benefits per the
Form 5500 $ 4,078,034 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 1997
Plan year:
<TABLE>
<S> <C>
Benefits paid to participants per the
financial statements $ 420,594
Add amounts allocated to withdrawing participants
as of December 31, 1997 4,338
Less amounts allocated to withdrawing participants
as of December 31, 1996 (4,112)
---------
Benefits paid to participants per the Form 5500 $ 420,820
=========
</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)
12
<PAGE> 16
CBS 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, 1997 and 1996.
<TABLE>
<CAPTION>
December 31,
-----------------------
1997 1996
---- ----
<S> <C> <C>
Beneficial interest in the Master Trust $ 2,724,441 2,863,939
CBS (formerly Westinghouse Electric
Corporation) common stock 353,227 265,316
Fidelity Growth and Income Fund 295,923 220,411
BT Index Fund 240,809 N/A
</TABLE>
(5) Unit Values
-----------
For each investment in which participant interests are calculated in
units, the following table presents the number of units and net asset
value per unit as of December 31, 1997 and 1996:
<TABLE>
<CAPTION>
December 31, 1997
---------------------------------------
Net asset value
-------------------
Number of Per
units unit Total
----- ---- -----
<S> <C> <C> <C> <C>
Fixed Income Fund 2,199,546 1.24 $2,727,437
CBS Common Stock Fund 154,573 2.31 357,064
<CAPTION>
December 31, 1996
---------------------------------------
Net asset value
-------------------
Number of Per
units unit Total
----- ---- -----
<S> <C> <C> <C> <C>
Fixed Income Fund 2,471,988 1.16 $2,867,506
CBS Common Stock Fund 170,566 1.56 266,083
</TABLE>
(Continued)
13
<PAGE> 17
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
(6) 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, 1997, 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 former 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, 1997 and 1996, the Plan's beneficial interest in the
net assets of the Master Trust was approximately 99.9% and 99.8%,
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, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
---------------------------- ----------------------------
Contract Market Contract Market
value value value value
----- ----- ----- -----
<S> <C> <C> <C> <C>
Guaranteed investment contracts $ 633,976 661,217 1,049,292 864,345
Synthetic guaranteed investment
contracts 2,106,927 2,125,700 1,670,842 1,672,145
Cash (cash overdraft) (13,336) (13,336) 148,253 148,253
----------- ----------- ----------- -----------
Master Trust $ 2,727,567 2,773,581 2,868,387 2,684,743
=========== =========== =========== ===========
</TABLE>
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.
(Continued)
14
<PAGE> 18
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
Synthetic guaranteed investment contracts utilize benefit-responsive
wrapper contracts issued by various third-party issuers. The wrapper
contracts provide market and cash flow risk protection to the Plan and
provide for the execution of participant initiated transactions in the
Plan at contract value. The synthetic guaranteed investment contracts
may invest in derivatives and include collateralized mortgage
obligations (CMOs), real estate investment conduits (REMICs), other
mortgage derivatives, call/put options on Treasury securities and U.S.
Treasury bond futures contracts. The notional and fair values of these
derivatives, as estimated by the trustee and various investment
managers, are $303,016 and $302,475 as of December 31, 1997, and
$363,828 and $370,880 as of December 31, 1996, respectively.
The aggregate investment gain from the Master Trust for the year ended
December 31, 1997, of $183,503 is solely comprised of interest income.
Certain expenses of the Master Trust are deducted from the aggregate
investment gain.
The average yield of all investment contracts for the years ended December
31, 1997 and 1996, was 6.87% and 6.62%, respectively, while the
crediting interest rate as of December 31, 1997 and 1996, was 6.61% and
6.66%, respectively.
(7) Federal Income Taxes
--------------------
A favorable determination letter was received from the Internal Revenue
Service on September 25, 1997, stating that the Plan and related trust
are qualified under Section 401(a) of the Code, and the related trust
is exempt from tax under Section 501(a) of the Code. In the opinion of
the Plan Administrator, the Plan has operated in accordance with the
terms of the Plan and in conformity with the applicable requirements of
the Code. Accordingly, the accompanying financial statements do not
include a provision for federal income taxes.
(Continued)
15
<PAGE> 19
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements, Continued
(In thousands)
(8) Transfer of Assets
------------------
On April 30, 1998, the Plan transferred assets in the amount of $79,221 to
a plan sponsored by Ingersoll-Rand Company in connection with the
divestiture of Thermo King. By fund, the transfer amounted to $50,485,
Fixed Income Fund; $8,017, Fidelity Growth and Income Fund; $6,504, BT
Index Fund; $4,785, Ultra Fund; $4,459, Janus Fund; $632, BT Lifecycle
Long Range Fund; $496, JPM Diversified Fund; $526, JPM International
Fund; $575, BT Lifecycle Mid Range Fund; $416, BT Lifecycle Short Range
Fund; and $2,326, Loan Fund.
On May 4, 1998, the Plan transferred assets of $4,438 from the CBS Common
Stock Fund to a plan sponsored by Ingersoll-Rand as further described
above.
The above mentioned amounts, which represent the October 31, 1997, account
balances of Thermo King employees and the subsequent investment income
or loss on such balances have been recorded as liabilities on the
statement of net assets available for benefits as of December 31, 1997.
(9) Subsequent Events
-----------------
Effective January 2, 1998, the Plan transferred assets of the
Corporation's Group W employees in the amount of $138,702 to the CBS
Employee Investment Fund. By fund, the transfer amounted to $49,765,
Fixed Income Fund; $31,038, CBS Common Stock Fund; $16,685, Fidelity
Growth and Income Fund; $12,411, BT Index Fund; $9,659, Ultra Fund;
$9,013, Janus Fund; $1,148, BT Lifecycle Long Range Fund; $1,153, JPM
Diversified Fund; $1,511, JPM International Fund; $842, BT Lifecycle
Mid Range Fund; $804, BT Lifecycle Short Range Fund; and $4,673, Loan
Fund.
16
<PAGE> 20
Schedule 1
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
EIN: 25-0877540
Plan Number: 002
Line 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1997
(In thousands)
<TABLE>
<CAPTION>
Column A Column B Column C
-------- -------- --------
Description of investment including
Identity of issue, borrower, lessor maturity date, rate of interest,
or similar party collateral, par or maturity value
---------------- ---------------------------------
<S> <C> <C> <C>
* CBS Corporation Common stock - 11,999 shares
Registered investment companies:
Fidelity Investments Fidelity Growth and Income Fund - 7,767 shares
* Bankers Trust Company BT Index Fund - 1,927 shares
American Century Investments Ultra Fund - 5,806 shares
Janus Capital Corporation Janus Fund - 5,772 shares
* Bankers Trust Company BT Lifecycle Long Range Fund - 1,605 shares
J.P. Morgan JPM Diversified Fund - 1,436 shares
J.P. Morgan JPM International Fund - 1,569 shares
* Bankers Trust Company BT Lifecycle Mid Range Fund - 1,499 shares
* Bankers Trust Company BT Lifecycle Short Range Fund - 702 shares
* Bankers Trust Company BT Pyramid Directed Cash Fund
* Participant loans Participant loans with various rates of interest (7% to
9.75%) and various maturity dates through 2002
Column D Column E
- -------- --------
Current/
contract
Cost value
---- -----
<S> <C>
$ 226,599 353,227
204,273 295,923
155,839 240,809
154,136 158,515
132,753 143,732
18,510 21,443
16,377 18,545
17,557 16,899
15,822 17,310
7,234 7,241
- ---------- ------------
722,501 920,417
7,002 7,002
0 (1) 47,760
- ---------- ------------
$ 956,102 1,328,406
========== ============
</TABLE>
* Party-in-interest
(1) Cost of participant loans is $-0- as indicated in the instructions to Form
5500 - Line 27(a).
17
<PAGE> 21
Schedule 2
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
EIN: 25-0877540
Plan Number: 002
Line 27(d) - Schedule of Reportable Transactions
Year Ended December 31, 1997
(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>
CBS Corporation (formerly Common Stock 61 62 $ 116,412 $ 145,608 $ 31,376
Westinghouse Electric
Corporation)
Fidelity Investments Fidelity Growth and Income Fund 146 - 66,026 - N/A
Bankers Trust BT Index Fund 159 - 80,290 - N/A
American Century Investments Ultra Fund 120 - 80,290 - N/A
Janus Capital Corporation Janus Fund 132 - 52,968 - N/A
Bankers Trust BT Pyramid Directed Cash Fund 1,141 960 625,330 622,197 -
</TABLE>
Note: Columns E (Lease/Rental) and F (Expense Incurred With Transactions) have
been omitted because there is no information to report.
N/A - Not applicable
18
<PAGE> 22
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 26, 1998 By: /s/ A. G. Ambrosio
-------------------------
Name: A. G. Ambrosio
Title: Plan Administrator
<PAGE> 23
EXHIBIT INDEX
Exhibit No. Description
23 Consent of KPMG Peat Marwick LLP
<PAGE> 1
EXHIBIT 23
Consent of Independent Auditors
------------------------
We consent to the incorporation by reference in the Registration Statement on
Form S-8(No. 33-51445) of our report dated June 12, 1998, included in the Annual
Report of the Westinghouse Savings Program on Form 11-K for the year ended
December 31, 1997.
/s/ KPMG PEAT MARWICK LLP
-------------------------
Pittsburgh, Pennsylvania
June 26, 1998
