<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 DE PUERTO RICO RETIREMENT SAVINGS PLAN
(Full title of the Plan)
CBS CORPORATION
51 West 52nd Street
New York, New York 10019
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
<PAGE> 2
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Financial Statements as of December 31, 1997
and 1996, and Schedules as of December 31, 1997
(With Independent Auditors' Report Thereon)
<PAGE> 3
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
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 - 3
Statement of Changes in Net Assets Available for Benefits, With Fund Information 4 - 5
Notes to Financial Statements 6 - 13
Schedule 1 - Line 27(a) - Schedule of Assets Held for Investment Purposes 14
Schedule 2 - Line 27(d) - Schedule of Reportable Transactions 15 - 17
</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 statements of net assets available for benefits
of the Westinghouse de Puerto Rico, Inc. Retirement Savings Plan (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 5, 1998
<PAGE> 5
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits, With Fund Information
<TABLE>
<CAPTION>
December 31, 1997
---------------------------------------------------------------------------
Fund Information
---------------------------------------------------------------------------
Participant Directed
---------------------------------------------------------------------------
Fidelity CBS
Fixed Vanguard Growth Common
Income Mutual & Income Stock
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
Investments, at fair value:
Registered investment companies $ - 823,578 156,626 -
CBS common stock - - - 336,741
Loans to participants - - - -
Interest-bearing cash - - - 31
--------------- ------------ ------------ ----------
- 823,578 156,626 336,772
Investments, at contract value:
Beneficial interest in the Westinghouse
Savings Program Master Trust (note 4) 2,609,580 - - -
--------- ------------ ------------ ------------
Total investments 2,609,580 823,578 156,626 336,772
Receivables:
Interest and dividends - - - 4
--------------- ------------ ------------ -----------
Total assets 2,609,580 823,578 156,626 336,776
Liabilities:
Plan transfer (note 6) (2,474,304) (733,029) (137,375) (235,233)
--------- ------- ------- -------
Net assets available for benefits $ 135,276 90,549 19,251 101,543
========== ======== ======== =======
</TABLE>
<TABLE>
<CAPTION>
-----------------------------
------------
------------
Loan
Fund Total
---- -----
<S> <C> <C>
Investments, at fair value:
Registered investment companies - 980,204
CBS common stock - 336,741
Loans to participants 384,427 384,427
Interest-bearing cash - 31
------------ -------------
384,427 1,701,403
Investments, at contract value:
Beneficial interest in the Westinghouse
Savings Program Master Trust (note 4) - 2,609,580
------------ ---------
Total investments 384,427 4,310,983
Receivables:
Interest and dividends - 4
------------ --------------
Total assets 384,427 4,310,987
Liabilities:
Plan transfer (note 6) (383,915) (3,963,856)
------- ---------
Net assets available for benefits 512 347,131
========= ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 6
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Benefits, With Fund Information
<TABLE>
<CAPTION>
December 31 ,1996
----------------------------------------------------------------
Fund Information
-------------------------------------------------
Participant Directed
-------------------------------------------------
CBS
Fixed Vanguard Common
Income Mutual Stock
Fund Fund Fund Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
Investments, at fair value:
Registered investment companies $ - 910,662 - 910,662
CBS (formerly Westinghouse Electric Corporation) common stock - - 450,148 450,148
Interest-bearing cash - - 36 36
--------------- ------------- ----------- --------------
- 910,662 450,184 1,360,846
Investments, at contract value:
Beneficial interest in the Westinghouse Savings Program
Master Trust (note 4) 4,156,850 - - 4,156,850
--------- ------------- ------------- ---------
Total investments 4,156,850 910,662 450,184 5,517,696
Receivables:
Interest and dividends - 69 32 101
--------------- ----------- ----------- -------------
Total assets 4,156,850 910,731 450,216 5,517,797
Liabilities:
Plan transfer (note 6) (522,322) (120,395) (38,694) (681,411)
---------- ------- ------- ----------
Net assets available for benefits $ 3,634,528 790,336 411,522 4,836,386
========= ======= ======= =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 7
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, With Fund Information
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------
Participant Directed
---------------------------------------------------------
Fidelity CBS
Fixed Vanguard Growth Common
Income Mutual & Income Stock Loan
Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ - 218,619 9,624 126,144 - 354,387
Interest on participant loans 6,922 1,437 232 367 - 8,958
Interest and dividends - 20,621 3,263 3,690 - 27,574
Net investment gain from the Westinghouse
Savings Program Master Trust (note 4) 199,277 - - - - 199,277
--------- ------------ ------------ -------- --------- ----------
Total investment income 206,199 240,677 13,119 130,201 - 590,196
Contributions:
Employer's contributions 159,811 27,958 2,702 14,441 - 204,912
Participants' contributions 414,386 84,142 6,999 39,462 - 544,989
--------- -------- --------- -------- --------- ----------
Total contributions 574,197 112,100 9,701 53,903 - 749,901
--------- ------- --------- -------- --------- ----------
Total additions 780,396 352,777 22,820 184,104 - 1,340,097
(Continued)
</TABLE>
4
<PAGE> 8
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, With Fund
Information, Continued
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------------------------
Participant Directed
-------------------------------------------------------------------
Fidelity CBS
Fixed Vanguard Growth Common
Income Mutual & Income Stock
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
Deductions from net assets attributed to:
Benefits paid to participants (1,358,534) (388,075) (1,141) (102,687)
Loans to participants, net of repayments (316,060) (47,819) 933 (21,481)
Refund of employee contributions (8,406) (4,224) - (34)
----------- -------- ------------ ----------
Total deductions (1,683,000) (440,118) (208) (124,202)
--------- ------- --------- -------
Net (decrease) increase prior to interfund
and plan transfers (902,604) (87,341) 22,612 59,902
Interfund transfers (118,317) 127,335 134,014 (143,032)
Plan transfers (note 6) (2,478,331) (739,781) (137,375) (226,849)
--------- ------- ------- -------
Total transfers (2,596,648) (612,446) (3,361) (369,881)
--------- ------- -------- -------
Net (decrease) increase (3,499,252) (699,787) 19,251 (309,979)
Net assets available for benefits:
Beginning of year 3,634,528 790,336 - 411,522
--------- ------- ------------- -------
End of year $ 135,276 90,549 19,251 101,543
========== ======== ======== =======
</TABLE>
<TABLE>
<CAPTION>
--------------
--------------
Loan
Fund Total
---- -----
<S> <C> <C>
Deductions from net assets attributed to:
Benefits paid to participants - (1,850,437)
Loans to participants, net of repayments 384,427 -
Refund of employee contributions - (12,664)
------------ ----------
Total deductions 384,427 (1,863,101)
------- ---------
Net (decrease) increase prior to interfund
and plan transfers 384,427 (523,004)
Interfund transfers - -
Plan transfers (note 6) (383,915) (3,966,251)
------- ---------
Total transfers (383,915) (3,966,251)
------- ---------
Net (decrease) increase 512 (4,489,255)
Net assets available for benefits:
Beginning of year - 4,836,386
------------ ---------
End of year 512 347,131
========= ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 9
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(1) Description of Operations and Summary of Significant Accounting Policies
------------------------------------------------------------------------
Westinghouse Electric Company, S.A. (the Company), a wholly owned
subsidiary of CBS Corporation (the Corporation), formerly Westinghouse
Electric Corporation, is the successor plan sponsor to Westinghouse de
Puerto Rico, Inc. Westinghouse de Puerto Rico, Inc. was a wholly owned
subsidiary of the Corporation until October 31,1997, at which time it
was sold to Ingersoll-Rand Company. CBS Corporation is one of the
largest radio and television broadcasters in the United States.
The sale of Westinghouse de Puerto Rico, Inc. resulted in substantially
all Westinghouse de Puerto Rico, Inc. Retirement Savings Plan (the
Plan) participants being transferred to a plan sponsored by Thermo
King de Puerto Rico, Inc. (see note 6). The Corporation has the right
to terminate the Plan at any time. Due to the limited number of
participants remaining in the Plan, management of the Corporation is
considering the cost effectiveness of the Plan and may terminate the
Plan in the near future. If such termination occurs, all amounts
credited to participants' accounts shall become vested and be
distributed pursuant to ERISA regulations.
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.
(Continued)
6
<PAGE> 10
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
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.
General
-------
The Plan is a defined contribution plan effective as of January 1, 1992.
The Plan is subject to the provisions of ERISA. The Plan covered all
full-time employees rendering service in Puerto Rico who are or were
employees of Westinghouse de Puerto Rico, Inc. and covers certain
existing and former divisions and subsidiaries of CBS Corporation (the
Companies) and who are not covered under a collective bargaining
agreement. Casual employees, temporary employees or leased employees
are not eligible to participate in the Plan.
(Continued)
7
<PAGE> 11
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
The administrative managers of the Corporation's plans serve as Plan
Administrator of the Westinghouse de Puerto Rico, Inc. Retirement
Savings Plan.
Contributions
-------------
Plan participants may elect to contribute on a pre-tax basis from 1% to 4%
of their total compensation excluding bonuses and incentive awards as
a basic contribution and from 1% to 4% extra of their total
compensation excluding bonuses and incentive awards on a pre-tax basis
as a supplementary contribution. Effective April 1, 1997, participants
may elect to contribute on an after-tax basis from 1% to 4% of their
total compensation excluding bonuses and incentive awards as an
additional supplementary contribution. The Companies contribute an
amount equal to 50% of the employee's basic contribution. The
participant's maximum contribution cannot exceed the lesser of 12% of
eligible compensation or $7,500 in 1997, (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.
Upon enrollment in the Plan, a participant can elect for their
contribution to be invested in one or more of the following four
funds: the Fixed Income Fund; the Vanguard Index Trust 500 Portfolio
(Vanguard Mutual Fund); the Fidelity Growth and Income Fund; or the
CBS Common Stock Fund.
Participants may direct their investments in 10% multiples in any
combination they wish.
The Companies have the right under the Plan to discontinue their
contributions at any time.
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.
(Continued)
8
<PAGE> 12
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
Loans
-----
Effective April 1, 1997, participants are eligible to take a loan from the
Plan. The amount of a loan generally cannot exceed the lesser of
$50,000 or one-half of the participant's total pre-tax vested account
balance. Loans bear interest at a fixed rate which is equal to the
prime rate in effect on the last business day of the calendar quarter
prior to the loan origination date, plus 1%. All loans are subject to
specific repayment terms and are secured by the participant's
nonforfeitable interest in his/her account equivalent to the principal
amount of the loan.
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 1997 were $6,897.
Plan Expenses
-------------
The administrative managers are responsible for the general administration
of the Plan and for carrying out the provisions thereof. The
investment assets of the Plan are administered by a trustee appointed
by the Corporation. Administrative expenses are paid directly by the
Corporation and, accordingly, are not reflected in the Plan's
financial statements.
(Continued)
9
<PAGE> 13
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(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, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Beneficial interest in the Westinghouse Savings
Program Master Trust $ 2,609,580 4,156,850
Vanguard Institutional Index Fund - 910,662
Vanguard Index Trust 500 Portfolio 823,578 -
Fidelity Growth & Income Fund 156,626 -
CBS (formerly Westinghouse Electric
Corporation) common stock 336,741 450,148
</TABLE>
(4) Master Trust (Dollar Amounts in Thousands)
------------------------------------------
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 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, 1997 and 1996, the Plan's beneficial interest in the
net assets of the Master Trust was approximately 0.1% and 0.2%,
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>
(Continued)
10
<PAGE> 14
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
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 $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.
(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, 1997 and 1996.
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.
(Continued)
11
<PAGE> 15
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(6) Transfer of Assets and Other Events
-----------------------------------
On October 31, 1997, Westinghouse de Puerto Rico, Inc., with
approximately 760 plan participants, was sold to Ingersoll-Rand
Company. In accordance with the purchase agreement, assets equal to
the October 31, 1997, account balances of the Company's employees were
transferred to a plan sponsored by Thermo King de Puerto Rico, Inc.
Such transfer did not occur until subsequent to December 31, 1997,
and, accordingly, the December 31, 1997, market value of these assets
by fund are listed below:
<TABLE>
<S> <C>
Fixed Income Fund $ 2,474,304
Vanguard Mutual Fund 733,029
Fidelity Growth and Income Fund 137,375
CBS Common Stock Fund 235,233
Loan Fund 383,915
------------
$ 3,963,856
============
</TABLE>
The above amounts, which represent Plan assets to be transferred to other
plans, have been recorded as liabilities on the statement of net
assets available for benefits as of December 31, 1997.
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 are listed below.
<TABLE>
<S> <C>
Fixed Income Fund $ 522,322
Vanguard Mutual Fund 120,395
CBS Common Stock Fund 38,694
----------
$ 681,411
==========
</TABLE>
The above amounts, which represent Plan assets to be transferred to other
plans, have been recorded as liabilities on the statement of net
assets available for benefits as of December 31, 1996.
(Continued)
12
<PAGE> 16
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
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
CBS 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.
13
<PAGE> 17
Schedule 1
----------
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
EIN: 25-1202929
Plan Number: 007
Line 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
- -------- -------- -------- -------- --------
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
---------------- --------------------------------- ---- -----
<S> <C> <C> <C>
Registered investment companies:
Vanguard Group Vanguard Index Trust 500 Portfolio -
9,144 shares $ 823,944 823,578
Fidelity Investments Fidelity Growth and Income Fund -
4,111 shares 147,100 156,626
* CBS Corporation Common stock - 11,439 shares 186,819 336,741
* Bankers Trust Company BT Pyramid Directed Cash Fund 31 31
* Participant loans Participant loans with interest rates of 9.5%
and various maturity dates through 2002 0(1) 384,427
----------- ---------
$1,157,894 1,701,403
========== =========
</TABLE>
* - Party-in-interest
(1) The cost of participant loans is $-0- as provided for in the instructions
to the Form 5500 - Line 27(a)
14
<PAGE> 18
Schedule 2
----------
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
EIN: 25-1202929
Plan Number: 007
Line 27(d) - Schedule of Reportable Transactions
Year Ended December 31, 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Single Transactions Involving an Amount in Excess of Five Percent of the Current Value of Plan Assets
Column A Column B Column C Column D Column G Column H Column I
-------- -------- -------- -------- -------- -------- --------
Current value
of asset on
Identity of Purchase Selling Cost of transaction Net gain
party involved Description of asset price price asset date (loss)
-------------- -------------------- ----- ----- ----- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Registered investment companies:
Vanguard Group Vanguard Institutional Index Fund $ - 823,944 570,355 823,944 253,589
- 156,817 108,165 156,817 48,652
- 115,191 83,735 115,191 31,456
- 108,000 78,091 108,000 29,909
79,425 - 79,425 79,425 N/A
Vanguard Group Vanguard Index Trust 500 Portfolio 823,944 - 823,944 823,944 N/A
CBS Corporation Common stock - 74,313 46,831 74,313 27,482
</TABLE>
(Continued)
15
<PAGE> 19
Schedule 2, Continued
---------------------
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
EIN: 25-1202929
Plan Number: 007
Line 27(d) - Schedule of Reportable Transactions, Continued
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Single Transactions Involving an Amount in Excess of Five Percent of the Current Value of Plan Assets
Column A Column B Column C Column D Column G Column H Column I
-------- -------- -------- -------- -------- -------- --------
Current value
of asset on
Identity of Purchase Selling Cost of transaction Net gain
party involved Description of asset price price asset date (loss)
-------------- -------------------- ----- ----- ----- ---- ------
<S> <C> <C> <C> <C> <C>
Bankers Trust Company BT Pyramid Directed Cash Fund $ - 125,004 125,004 125,004 -
115,191 - 115,191 115,191 N/A
79,425 - 79,425 79,425 N/A
- 79,425 79,425 79,425 -
111,889 - 111,889 111,889 N/A
95,975 - 95,975 95,975 N/A
- 89,257 89,257 89,257 -
- 76,173 76,173 76,173 -
74,313 - 74,313 74,313 N/A
</TABLE>
Note 1: Columns E (Lease/Rental) and F (Expense Incurred With Transaction) have
been omitted because there is no information to report.
(Continued)
16
<PAGE> 20
Schedule 2, Continued
---------------------
WESTINGHOUSE DE PUERTO RICO, INC.
RETIREMENT SAVINGS PLAN
EIN: 25-1202929
Plan Number: 007
Line 27(d) - Schedule of Reportable Transactions, Continued
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Series Transactions, When Aggregated, Involving an Amount in Excess of Five Percent of the Current Value of Plan Assets
Number Number Total dollar Total dollar
Identity of of of value of value of Net gain
party involved Description of asset purchases sales purchases sales (loss)
-------------- -------------------- --------- ----- --------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Registered investment companies:
Vanguard Group Vanguard Institutional Index Fund 22 13 $ 266,366 1,396,014 422,942
Vanguard Group Vanguard Index Trust 500 Portfolio 1 - 823,944 - N/A
CBS Corporation Common stock - 8 - 265,158 76,862
Bankers Trust Company BT Pyramid Directed Cash Fund 54 38 783,160 791,711 -
</TABLE>
17
<PAGE> 21
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on behalf of the
Plan by the undersigned thereunto duly authorized.
Westinghouse de Puerto Rico, Inc. Retirement Savings Plan
Dated: June 26, 1998 By: /s/ A. G. Ambrosio
-------------------
Name: A. G. Ambrosio
Title: Plan Administrator
<PAGE> 22
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. 33-44044) of our report dated June 5, 1998, included in the Annual
Report of the Westinghouse de Puerto Rico, Inc. Retirement Savings Plan on Form
11-K for the year ended December 31, 1997.
/s/ KPMG PEAT MARWICK LLP
---------------------
Pittsburgh, Pennsylvania
June 26, 1998
