<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, 1998
Commission File Number 1-977
WESTINGOUSE 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, 1998
and 1997, and Schedules as of December 31, 1998
(With Independent Auditors' Report Thereon)
<PAGE> 3
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits, With Fund Information 2
Statement of Changes in Net Assets Available for Benefits, With Fund Information 6
Notes to Financial Statements 8
SCHEDULES
1 - Line 27(a) - Schedule of Assets Held for Investment Purposes 16
2 - Line 27(d) - Schedule of Reportable Transactions 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 (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, with fund information of the Westinghouse Savings Program (the Plan)
as of December 31, 1998 and 1997, and the related statement of changes in net
assets available for benefits, with fund information for the year ended December
31, 1998. 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, with
fund information as of December 31, 1998 and 1997, and the changes in net assets
available for benefits, with fund information for the year ended December 31,
1998, 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. 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 LLP
Pittsburgh, Pennsylvania
June 8, 1999
<PAGE> 5
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1998
(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 $ -- 303,061 -- -- -- -- --
Registered investment companies -- -- 312,851 252,878 165,527 165,090 20,902
Loans to participants -- -- -- -- -- -- --
Interest-bearing cash -- 21 -- -- -- -- --
----------- -------- --------- --------- --------- ----------- ---------
-- 303,082 312,851 252,878 165,527 165,090 20,902
Investments, at contract value:
Beneficial interest in the
Master Trust, net of fees (note 6) 2,498,477 -- -- -- -- -- --
----------- -------- --------- --------- --------- ----------- ---------
Total investments 2,498,477 303,082 312,851 252,878 165,527 165,090 20,902
Receivables:
Rollover contributions 617 -- -- -- -- -- --
Net receivables from investment
activity 2,461 8,321 200 176 64 91 7
----------- -------- --------- --------- --------- ----------- ---------
Total receivables 3,078 8,321 200 176 64 91 7
----------- -------- --------- --------- --------- ----------- ---------
Total assets 2,501,555 311,403 313,051 253,054 165,591 165,181 20,909
Liabilities:
Plan transfer (note 8) (55,928) (9,988) (9,723) (8,848) (6,278) (6,065) (1,380)
----------- -------- --------- --------- --------- ----------- ---------
Total liabilities (55,928) (9,988) (9,723) (8,848) (6,278) (6,065) (1,380)
----------- -------- --------- --------- --------- ----------- ---------
Net assets available
for benefits $ 2,445,627 301,415 303,328 244,206 159,313 159,116 19,529
=========== ======== ========= ========= ========= =========== =========
</TABLE>
(Continued)
2
<PAGE> 6
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1998
(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 $ -- -- -- -- -- 303,061
Registered investment companies 16,967 15,430 18,165 13,357 -- 981,167
Loans to participants -- -- -- -- 31,923 31,923
Interest-bearing cash -- -- -- -- -- 21
---------- ------ ------ ------ ------ ---------
16,967 15,430 18,165 13,357 31,923 1,316,172
Investments, at contract value:
Beneficial interest in the
Master Trust, net of fees (note 6) -- -- -- -- -- 2,498,477
---------- ------ ------ ------ ------ ---------
Total investments 16,967 15,430 18,165 13,357 31,923 3,814,649
Receivables:
Rollover contributions -- -- -- -- -- 617
Net receivables from investment
activity 10 4 24 13 4 11,375
---------- ------ ------ ------ ------ ---------
Total receivables 10 4 24 13 4 11,992
---------- ------ ------ ------ ------ ---------
Total assets 16,977 15,434 18,189 13,370 31,927 3,826,641
Liabilities:
Plan transfer (note 8) (1,037) (650) (489) (312) (1,187) (101,885)
---------- ------ ------ ------ ------ ---------
Total liabilities (1,037) (650) (489) (312) (1,187) (101,885)
---------- ------ ------ ------ ------ ---------
Net assets available
for benefits $ 15,940 14,784 17,700 13,058 30,740 3,724,756
========== ====== ======= ====== ====== ==========
</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, 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 -- -- 295,923 240,809 158,515 143,732 21,443
companies
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
Master Trust, net of fees
(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 --
Net receivables from
investment activity 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)
----------- ----------- ----------- -------- -------- ----------- ---------
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)
4
<PAGE> 8
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
------------------------------------------------------------------
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
Master Trust, net of fees
(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
Net receivables from investment activity 1,166 1,463 861 814 4,673 111,269
---------- ---------- ---------- ---------- ---------- ----------
Total receivables 1,166 1,516 861 814 4,673 113,184
---------- ---------- ---------- ---------- ---------- ----------
Total assets 19,713 18,418 18,173 8,057 52,433 4,166,031
Liabilities:
Plan transfer (note 8) (496) (526) (575) (416) (2,326) (83,659)
---------- ---------- ---------- ---------- ---------- ----------
Total liabilities (496) (526) (575) (416) (2,326) (83,659)
---------- ---------- ---------- ---------- ---------- ----------
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
5
<PAGE> 9
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Changes in Net Assets Available for Benefits,
With Fund Information
Year Ended December 31, 1998
(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>
Additions to net assets attributed to:
Contributions:
Participants $ 31,386 3,976 9,424 6,433 6,295 5,706 895
Employer cash 1,728 4,820 165 117 121 111 17
Employer stock -- 14,508 -- -- -- -- --
Rollovers and trust-to-trust
transfers 34,583 121 680 311 187 462 38
---------- -------- -------- -------- --------- -------- -------
Total contributions 67,697 23,425 10,269 6,861 6,603 6,279 950
Investment income:
Net appreciation (depreciation)
in fair value of investments -- 26,213 52,282 50,124 30,952 43,353 (1,047)
Interest and dividends -- 990 18,225 7,319 13,946 4,415 4,956
Net investment gain from the
Master Trust (note 6) 166,663 -- -- -- -- -- --
---------- -------- -------- -------- --------- -------- -------
Total investment income 166,663 27,203 70,507 57,443 44,898 47,768 3,909
Other 16 30 14 12 14 7 --
---------- -------- -------- -------- --------- -------- -------
Total additions 234,376 50,658 80,790 64,316 51,515 54,054 4,859
Deductions from net assets attributed to:
Benefits paid to participants (296,682) (82,667) (22,192) (20,442) (12,062) (13,516) (1,542)
Loans to participants, net of
repayments (450) 2,630 714 381 608 515 65
---------- -------- -------- -------- --------- -------- -------
Total deductions (297,132) (80,037) (21,478) (20,061) (11,454) (13,001) (1,477)
Net increase (decrease)
prior to interfund
transfers (62,756) (29,379) 59,312 44,255 40,061 41,053 3,382
Interfund transfers 24,199 (14,300) (8,170) 418 (9,304) 73 (140)
---------- -------- -------- -------- --------- -------- -------
Net increase (decrease) (38,557) (43,679) 51,142 44,673 30,757 41,126 3,242
Plan transfers, net (note 8) (243,253) (11,970) (52,579) (47,350) (34,894) (30,361) (5,680)
---------- -------- -------- -------- --------- -------- -------
(281,810) (55,649) (1,437) (2,677) (4,137) 10,765 (2,438)
Net assets available for benefits:
Beginning of year 2,727,437 357,064 304,765 246,883 163,450 148,351 21,967
---------- -------- -------- -------- --------- -------- -------
End of year $2,445,627 301,415 303,328 244,206 159,313 159,116 19,529
========== ======== ======== ======== ========= ======== =======
</TABLE>
(Continued)
6
<PAGE> 10
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Changes in Net Assets Available for Benefits,
With Fund Information
Year Ended December 31, 1998
(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 $ 655 957 629 254 -- 66,610
Employer cash 16 16 14 5 -- 7,130
Employer stock -- -- -- -- -- 14,508
Rollovers and trust-to-trust transfers 18 175 345 12 -- 36,932
---------- ---------- ---------- ---------- ---------- ----------
Total contributions 689 1,148 988 271 -- 125,180
Investment income:
Net appreciation (depreciation) in fair
value of investments 1,285 1,265 (1,383) (221) -- 202,823
Interest and dividends 1,593 445 4,117 1,449 3,152 60,607
Net investment gain from the
Master Trust (note 6) -- -- -- -- -- 166,663
---------- ---------- ---------- ---------- ---------- ----------
Total investment income 2,878 1,710 2,734 1,228 3,152 430,093
Other 1 2 -- -- -- 96
---------- ---------- ---------- ---------- ---------- ----------
Total additions 3,568 2,860 3,722 1,499 3,152 555,369
Deductions from net assets attributed to:
Benefits paid to participants (1,779) (1,546) (1,738) (926) (14,319) (469,411)
Loans to participants, net of
repayments 68 72 50 18 (4,671) --
---------- ---------- ---------- ---------- ---------- ----------
Total deductions (1,711) (1,474) (1,688) (908) (18,990) (469,411)
Net increase (decrease)
prior to interfund
transfers 1,857 1,386 2,034 591 (15,838) 85,958
Interfund transfers (507) (590) 1,383 6,938 -- --
---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) 1,350 796 3,417 7,529 (15,838) 85,958
Plan transfers, net (note 8) (4,627) (3,904) (3,315) (2,112) (3,529) (443,574)
---------- ---------- ---------- ---------- ---------- ----------
(3,277) (3,108) 102 5,417 (19,367) (357,616)
Net assets available for benefits:
Beginning of year 19,217 17,892 17,598 7,641 50,107 4,082,372
---------- ---------- ---------- ---------- ---------- ----------
End of year $ 15,940 14,784 17,700 13,058 30,740 3,724,756
========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements
7
<PAGE> 11
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1998 and 1997
(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 has redefined its
business portfolio and future direction in its transformation to a pure
media company. As the Corporation redefined its business portfolio, a
significant number of businesses were identified as non-strategic and
consequently divested. Additional businesses are expected to be divested
in 1999.
(a) BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the
accrual basis of accounting.
(b) 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.
(c) MEASUREMENT DATE
Purchases and sales of securities are recorded on a trade-date
basis.
(d) 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.
(e) 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.
(Continued)
8
<PAGE> 12
2
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1998 and 1997
(In thousands)
(f) 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.
(a) 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, or its designated
subsidiaries or designated joint ventures, are eligible to
participate in the Plan. Leased employees and employees of
excluded units are not eligible to participate in the Plan.
(b) 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 for non-union employees
are made to the CBS Common Stock Fund and may, at the discretion
of the Plan Administrator, be either in the form of the
Corporation's common stock or 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 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 American Century Ultra Fund (Ultra
Fund), the Janus Fund, the BT Investment Lifecycle Long Range Fund
(BT Lifecycle Long Range Fund), the J.P. Morgan Institutional
Diversified Fund (JPM Diversified Fund), the J.P. Morgan
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).
(Continued)
9
<PAGE> 13
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1998 and 1997
(In thousands)
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.
(c) 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.
(d) 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.
(e) 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. In
1998, employer contributions were reduced by $866 ($2,259 in 1997)
from forfeited nonvested accounts.
(f) 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)
10
<PAGE> 14
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1998 and 1997
(In thousands)
(g) PLAN TERMINATION
As stated in note 1, the Corporation expects to continue divesting
its non-strategic businesses in 1999. 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.
(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 1998 and
1997 Plan years:
<TABLE>
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 3,724,756 4,082,372
Amounts allocated to withdrawing
participants (3,886) (4,338)
------------ -----------
Net assets available for benefits per the
Form 5500 $ 3,720,870 4,078,034
============ ===========
</TABLE>
The following is a reconciliation of benefits paid to participants as
reflected in the financial statements to the Form 5500 for the 1998 Plan
year:
<TABLE>
<S> <C>
Benefits paid to participants per the
financial statements $ 469,411
Add amounts allocated to withdrawing participants
as of December 31, 1998 3,886
Less amounts allocated to withdrawing participants
as of December 31, 1997 (4,338)
---------
Benefits paid to participants per the Form 5500 $ 468,959
=========
</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)
11
<PAGE> 15
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1998 and 1997
(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, 1998 and 1997.
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1998 1997
---------- ---------
<S> <C> <C>
Beneficial interest in the Master Trust $2,498,477 2,724,441
CBS (formerly Westinghouse Electric
Corporation) common stock 303,061 353,227
Fidelity Growth and Income Fund 312,851 295,923
BT Index Fund 252,878 240,809
</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, 1998 and 1997:
<TABLE>
<CAPTION>
DECEMBER 31, 1998
---------------------------------------------------
NET ASSET VALUE
-------------------------------
NUMBER OF PER
UNITS UNIT TOTAL
--------------- ------------ -------------
<S> <C> <C> <C>
Fixed Income Fund 1,866,891 $ 1.31 $2,445,627
CBS Common Stock Fund 118,202 2.55 301,415
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1997
---------------------------------------------------
NET ASSET VALUE
------------------------------
NUMBER OF PER
UNITS UNIT TOTAL
--------------- ------------ -------------
<S> <C> <C> <C>
Fixed Income Fund 2,199,546 $ 1.24 $2,727,437
CBS Common Stock Fund 154,573 2.31 357,064
</TABLE>
(Continued)
12
<PAGE> 16
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1998 and 1997
(In thousands)
(6) MASTER TRUST
As of December 31, 1998, 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, 1998 and
1997, the Plan's beneficial interest in the net assets of the Master
Trust was approximately 99.99% and 99.9%, 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, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
---------------------------- -----------------------------
CONTRACT MARKET CONTRACT MARKET
VALUE VALUE VALUE VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Guaranteed investment contracts $ 449,428 450,678 633,976 661,217
Synthetic guaranteed investment
Contracts 1,955,176 2,023,929 2,106,927 2,125,700
Cash (cash overdraft) 94,322 94,322 (13,336) (13,336)
---------- ---------- ---------- ----------
Master Trust $2,498,926 2,568,929 2,727,567 2,773,581
========== ========== ========== ==========
</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.
The contract value of the Master Trust excludes accrued investment
consulting fees for the Fixed Income Fund payable to the Bankers Trust
Company.
(Continued)
13
<PAGE> 17
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1998 and 1997
(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 $457,775 and $394,233 as of December 31, 1998, and $303,016 and
$302,475 as of December 31, 1997, respectively.
The aggregate investment gain from the Master Trust for the year ended
December 31, 1998, of $167,677 is solely comprised of interest income.
Certain expenses of the Master Trust are deducted from the aggregate
investment gain.
The average blended yield of all the investment contracts as of December
31, 1998 and 1997, was 6.41% and 6.83%, respectively, while the annual
one year return for the years ended December 31, 1998 and 1997, was 6.54%
and 6.61%, 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.
(8) TRANSFER OF ASSETS
During June 1999, the Plan transferred assets to a plan sponsored by
Emerson Electric in connection with the divestiture of the Process
Control Division (PCD) which occurred in November 1998. As of December
31, 1998, the accrued balance of $101,885 by fund is: $55,928, Fixed
Income Fund; $9,988, CBS Common Stock Fund; $9,723, Fidelity Growth and
Income Fund; $8,848, BT Index Fund; $6,278, Ultra Fund; $6,065, Janus
Fund; $1,380, BT Lifecycle Long Range Fund; $1,037, JPM Diversified Fund;
$650, JPM International Fund; $489, BT Lifecycle Mid Range Fund; $312, BT
Lifecycle Short Range Fund; and $1,187, Loan Fund. The final transfer
amount of $83,091 is less than the accrued balance as a result of the
divested participants transferring their balances into individual
retirement plans other than the Emerson Electric plan.
(Continued)
14
<PAGE> 18
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1998 and 1997
(In thousands)
The above mentioned account balances of the PCD employees have been
recorded as liabilities on the statement of net assets available for
benefits as of December 31, 1998.
On January 2, 1998, the Plan transferred assets of the Corporation's
Group W employees in the amount of $134,524 to the CBS Employee
Investment Fund. Additionally, during the year the Plan transferred
$290,499 assets of the employees associated with the Power Generation
Business Unit to Siemens Corporation Savings Plan.
The additional activity amounting to $325 was for other smaller
divestitures and transfers to other plans sponsored by the Corporation
during 1998.
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.
(9) SUBSEQUENT EVENTS
In April 1999, the Corporation transferred assets in the amount of
$571,761 to plans sponsored by Morrison-Knudsen and British Nuclear Fuel
Limited in connection with the divestitures of the Energy Systems
Business Unit and the Government and Environmental Services Company in
March 1999. By fund, the transfer amounted to $257,247, Fixed Income
Fund; $81,730, CBS Common Stock Fund; $61,482, Fidelity Growth and Income
Fund; $47,385, BT Index Fund; $42,908, Ultra Fund; $45,411, Janus Fund;
$6,032, BT Lifecycle Long Range Fund; $3,743, JPM Diversified Fund;
$4,128, JPM International Fund; $3,430, BT Lifecycle Mid Range Fund;
$2,747, BT Lifecycle Short Range Fund; and $15,518, Loan Fund.
15
<PAGE> 19
SCHEDULE I
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
EIN: 25-0877540
Plan Number: 002
Line 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1998
(In thousands)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ------------ ----------------------------------- ----------------------------------------------- ------------ ------------
DESCRIPTION OF INVESTMENT INCLUDING
IDENTITY OF ISSUE, BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST, CURRENT
OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
----------------------------------- ------------------------------------------------ ------------ ------------
<S> <C> <C> <C>
* CBS Corporation Common stock - 9,236 shares $ 219,079 303,061
Registered investment companies:
Fidelity Investments Fidelity Growth and Income Fund - 6,825
shares 194,693 312,851
* Bankers Trust Company BT Index Fund - 1,621 shares 144,713 252,878
American Century Investments Ultra Fund - 4,954 shares 137,298 165,527
Janus Capital Corporation Janus Fund - 4,906 shares 118,137 165,090
* Bankers Trust Company BT Lifecycle Long Range Fund - 1,688
shares 20,585 20,902
J.P. Morgan JPM Diversified Fund - 1,220 shares 14,485 16,967
J.P. Morgan JPM International Fund - 1,300 shares 14,959 15,430
* Bankers Trust Company BT Lifecycle Mid Range Fund - 1,722 shares 18,857 18,165
* Bankers Trust Company BT Lifecycle Short Range Fund - 1,288 shares 13,768 13,357
---------- ------------
677,495 981,167
* Bankers Trust Company BT Pyramid Directed Cash Fund 21 21
* Participant loans Participant loans with various rates of
interest (7% to 10%) and various
maturity dates through 2003 - (a) 31,923
---------- ------------
$ 896,596 1,316,172
========== ============
</TABLE>
* Party-in-interest
(a) Cost of participant loans is $-0- as indicated in the instructions to Form
5500 - line 27(a).
See accompanying independent auditors' report.
16
<PAGE> 20
SCHEDULE 2
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
EIN: 25-0877540
Plan Number: 002
Line 27(d) - Schedule of Reportable Transactions
Year Ended December 31, 1998
(In thousands)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Series Transactions, When Aggregated, 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
- ----------------------------- ---------------------------- --------- ------------ ------------ -------------- ----------
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
Westinghouse Electric
Corporation) Common Stock 76 82 $185,986 $216,783 $63,599
Bankers Trust Company BT Pyramid Directed Cash
Fund 1,107 906 672,830 680,508 --
</TABLE>
Note: Columns E (Lease/Rental) and F (Expense Incurred With Transactions) have
been omitted because there is no information to report.
See accompanying independent auditors' report.
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 Savings Program
Dated: 6/28/99 By: /s/ A. G. Ambrosio
----------------------------
Name: A. G. Ambrosio
Title: Plan Administrator
<PAGE> 22
EXHIBIT INDEX
Exhibit No. Description
23 Consent of KPMG 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 8, 1999, included in the Annual
Report of the Westinghouse Savings Program on Form 11-K for the year ended
December 31, 1998.
/s/ KPMG LLP
Pittsburgh, Pennsylvania
June 28, 1999
