-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B+qSgd/zuBgL3BIeRMh9n7jpv9PHhBgKOAUyGNRfBiUcXxdqWui+7KhsnKUt5IIC H6WzTKN0121F3adRGWOgiQ== 0000950128-96-000572.txt : 19961106 0000950128-96-000572.hdr.sgml : 19961106 ACCESSION NUMBER: 0000950128-96-000572 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19961104 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961104 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00977 FILM NUMBER: 96653719 BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122442000 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 8-K 1 WESTINGHOUSE ELEC. 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 1996 Commission file number 1-977 ----- WESTINGHOUSE ELECTRIC CORPORATION --------------------------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-0877540 ------------ ---------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification Number) Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222-1384 ----------------------------------------------------------------------------- (Address of principal executive offices; zip code) (412) 244-2000 -------------- (Registrant's Telephone No., including area code) 2 Item 5. Other Events ------------ On November 4, 1996, the Registrant issued a press release concerning earnings for the quarter and nine months ended September 30, 1996. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein. A copy of the condensed consolidated statement of income for the three months and nine months ended September 30, 1996 and 1995 is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety. A copy of the segment results for the three months and nine months ended September 30, 1996 and 1995 is attached hereto as Exhibit 99.3 and is incorporated herein in its entirety. A copy of the special items included in the results of operations for the nine months ended September 30, 1996 and 1995 is attached hereto as Exhibit 99.4 and is incorporated herein in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit No. 99.1 Press Release concerning earnings of the Registrant for the quarter and nine months ended September 30, 1996 is filed as Exhibit 99.1 to this Report. 99.2 Condensed Consolidated Statement of Income for the three months and nine months ended September 30, 1996 and 1995 is filed as Exhibit 99.2 to this Report. 99.3 Segment Results for the three months and nine months ended September 30, 1996 and 1995 is filed as Exhibit 99.3 to this Report. 99.4 Special items included in results of operations for the nine months ended September 30, 1996 and 1995 is filed as Exhibit 99.4 to this Report. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WESTINGHOUSE ELECTRIC CORPORATION (Registrant) By: /s/ CAROL V. SAVAGE ---------------------------- Carol V. Savage Vice President and Chief Accounting Officer Date: November 4, 1996 3 EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- 99.1 Press Release 99.2 Condensed Consolidated Statement of Income for the three months and nine months ended September 30, 1996 and 1995. 99.3 Segment Results for the three months and nine months ended September 30, 1996 and 1995. 99.4 Special items included in results of operations for the nine months ended September 30, 1996 and 1995. EX-99.1 2 WESTINGHOUSE ELEC. 8-K 1 Exhibit 99.1 [Logo] Westinghouse Public Relations Westinghouse Electric Corporation Westinghouse Building, Gateway Center 11 Stanwix Street Pittsburgh Pennsylvania 15222-1384 Contact: Kevin Ramundo Telephone: (412) 642-4989 WESTINGHOUSE REPORTS THIRD QUARTER RESULTS o PROFIT GROWTH IN RADIO ACCELERATES o TELEVISION NETWORK BEGINNING TO SHOW IMPROVEMENT o $800 MILLION IN NEW POWER SYSTEMS ORDERS IN THE QUARTER PITTSBURGH, November 4, 1996 - Westinghouse Electric Corporation (NYSE:WX) reported income from continuing operations for the quarter of $2 million, or zero cents per share, compared to $27 million, or $.04 cents per share, in the year-ago quarter. The company reported a net loss of $28 million for the current quarter, including a $30 million after-tax extraordinary loss from a non-cash write-off of deferred financing fees for the early extinguishment of debt. The company's $7.5 billion credit facility was replaced during the quarter with a new $5.5 billion bank revolving credit facility with significantly more favorable terms. For the first nine months of 1996, Westinghouse had net income of $64 million compared to net income of $22 million in the year-ago period. A gain on the sale of the defense electronics business, partially offset by special charges, favorably affected the 1996 results by $161 million. The first nine months of 1995 included an unfavorable impact of $86 million from several special items. -- more-- 2 WESTINGHOUSE/CBS GROUP Westinghouse's broadcasting group reported sales of $910 million compared to $166 million last year and earnings before interest, taxes, depreciation, and amortization (EBITDA) of $149 million, compared to $53 million in the year-ago quarter. These comparisons do not include CBS in last year's third quarter. PROFORMA RESULTS: Compared to the year-ago quarter, CBS sales were up approximately 2 percent. Excluding the benefit from purchase price accounting, EBITDA fell 12 percent from last year. Although television station EBITDA declined due to the effects of lower ratings and affiliation switches, considerable progress is being made in reducing costs and strengthening the performance of major market stations. At the television network, EBITDA declined from the year-ago quarter, primarily due to higher costs associated with coverage of the presidential election, advertising and promotion for the new primetime season, and affiliate compensation. These costs were partially offset by syndication income. In the radio business, a 14 percent rise in sales outpaced the market. Higher sales coupled with cost improvements drove a 52 percent increase in EBITDA. In commenting on the broadcasting business, Michael H. Jordan, the company's chairman and chief executive officer, said, "We are pleased with the launch of our new primetime season. CBS has increased viewership among households and has grown target demographics. This improved network performance, our increased focus on station operations and cost reduction programs will drive stronger results at the TV stations. Our radio stations continue to far exceed our expectations, both in revenue growth and profitability. We expect to build on this performance as we look forward to our merger with Infinity Broadcasting." -- more -- 3 THE INDUSTRIES AND TECHNOLOGY GROUP Sales in the Industries and Technology Group were up slightly while operating profits were down compared to the third quarter of last year. In power systems, which accounts for about two-thirds of the group's revenues, approximately $800 million in new orders were received during the quarter. Revenues in power systems increased significantly during the quarter; however, profits were equal to last year due to changes in the sales mix and lower prices in the equipment backlog. Although a strong fall outage season is anticipated, Power Systems' profitability for the year is likely to be below expectations, due to the profit shortfall in the first half. New equipment orders are expected to remain strong. Thermo King had a solid quarter largely due to aggressive cost reduction programs implemented during the last two years. The third quarter also yielded a 6 percent increase in orders. The business achieved slightly higher operating profit despite a 12 percent decline in sales resulting from weak truck and trailer markets. In the government operations unit, operating profit was adversely affected by the timing of award fees and bid and proposal costs. "While operating profits in our Power Systems businesses continue to be depressed, we are very encouraged by our increasing installed base and growing market share. I'm particularly pleased with Thermo King's success in driving profitability despite soft market conditions," Mr. Jordan said. # # # # EX-99.2 3 WESTINGHOUSE ELEC. 8-K 1 Exhibit 99.2 WESTINGHOUSE ELECTRIC CORPORATION EARNINGS INFORMATION THIRD QUARTER (unaudited)
(in millions except per share data) Three Months Ended Nine Months Ended Sept 30 Sept 30 ---------------------- ----------------------- 1996 1995 1996 1995 --------------------- ----------------------- Sales and operating revenues $ 2,040 $ 1,284 $ 6,220 $ 3,931 Operating costs and expenses (1,956) (1,330) (7,022) (3,855) ------- ------- ------- ------- Operating profit (loss) 84 (46) (802) 76 Operating profit margin 4.1% -3.6% -12.9% 1.9% Other income and expenses, net 25 136 (114) 135 Interest expense (103) (43) (358) (138) ------- ------- ------- ------- Income (loss) from Continuing Operations before income taxes and minority interest 6 47 (1,274) 73 Income taxes (2) (19) 427 (24) Effective tax rate 33.5% 40.0% 33.5% 31.9% Minority interest (2) (1) (4) (6) ------- ------- ------- ------- Income (loss) from Continuing Operations 2 27 (851) 43 ------- ------- ------- ------- Discontinued Operations, net of income taxes: Income (loss) from Discontinued Operations - (3) (10) 55 Estimated gain (loss) on disposal of Discontinued Operations - (76) 1,018 (76) ------- ------- ------- ------- Income (loss) Discontinued Operations - (79) 1,008 (21) ------- ------- ------- ------- Extraordinary item: Loss on early extinguishment of debt (30) - (93) - ------- ------- ------- ------- Net Income (loss) ($28) ($52) $64 $22 ======= ======= ======= ======= Dividend requirements for Series B preferred stock - 9 - 34 Net income (loss) applicable to common stock ($28) ($61) $64 ($12) ======= ======= ======= ======= Average shares outstanding 444 409 442 403 Earnings (loss) per common share: Continuing Operations $0.00 $0.04 ($1.93) $0.02 Discontinued Operations $0.00 ($0.19) $2.28 ($0.05) Extraordinary item ($0.06) $0.00 ($0.21) $0.00 ------- ------- ------- ------- Earnings (loss) per common share ($0.06) ($0.15) $0.14 ($0.03) ======= ======= ======= =======
EX-99.3 4 WESTINGHOUSE ELEC. 8-K 1 Exhibit 99.3 WESTINGHOUSE ELECTRIC CORPORATION SEGMENT INFORMATION THIRD QUARTER ($ in millions) (unaudited)
Three Months Ended Nine Months Ended September 30 September 30 1996 1995 % Change 1996 1995 % Change ---- ---- -------- ---- ---- -------- TOTAL BROADCASTING: TV Orders 169 82 106.1% 583 246 137.0% Backlog -- -- N/A -- -- N/A Sales 169 82 106.1% 583 246 137.0% Operating Profit (Loss) 47 26 80.8% 191 94 103.2% OP (Loss) without Special Items 47 26 80.8% 191 94 103.2% OP Margin w/o Special Items 27.8% 31.7% N/A 32.8% 38.2% N/A Depreciation & Amortization 11 4 175.0% 36 9 300.0% Capital Expenditures 3 2 50.0% 9 5 80.0% EBITDA without Special Items 58 30 93.3% 227 103 120.4% NETWORK Orders 550 -- N/A 1,997 -- N/A Backlog -- -- N/A -- -- N/A Sales 550 -- N/A 1,997 -- N/A Operating Profit (Loss) 24 -- N/A 111 -- N/A OP (Loss) without Special Items 24 -- N/A 111 -- N/A OP Margin w/o Special Items 4.4% N/A N/A 5.6% N/A N/A Depreciation & Amortization 15 -- N/A 45 -- N/A Capital Expenditures 10 -- N/A 26 -- N/A EBITDA without Special Items 39 -- N/A 156 -- N/A RADIO Orders 136 42 223.8% 402 135 197.8% Backlog -- -- N/A -- -- N/A Sales 136 42 223.8% 402 135 197.8% Operating Profit (Loss) 42 12 250.0% 109 35 211.4% OP (Loss) without Special Items 42 12 250.0% 109 35 211.4% OP Margin w/o Special Items 30.9% 28.6% N/A 27.1% 25.9% N/A Depreciation & Amortization 8 4 100.0% 26 12 116.7% Capital Expenditures 2 3 -33.3% 4 5 -20.0% EBITDA without Special Items 50 16 212.5% 135 47 187.2% OTHER BROADCASTING Orders 55 42 31.0% 146 119 22.7% Backlog -- -- N/A -- -- N/A Sales 55 42 31.0% 146 119 22.7% Operating Profit (Loss) (31) 5 -720.0% (135) 10 -1450.0% OP (Loss) without Special Items (31) 5 -720.0% (94) 10 -1040.0% OP Margin w/o Special Items -56.4% 11.9% N/A -64.4% 8.4% N/A Depreciation & Amortization 33 2 1550.0% 102 6 1600.0% Capital Expenditures 5 4 25.0% 18 7 157.1% EBITDA without Special Items 2 7 -71.4% 8 16 -50.0% TOTAL BROADCASTING Orders 910 166 448.2% 3,128 500 525.6% Backlog -- -- N/A -- -- N/A Sales 910 166 448.2% 3,128 500 525.6% Operating Profit (Loss) 82 43 90.7% 276 139 98.6% OP (Loss) without Special Items 82 43 90.7% 317 139 128.1% OP Margin w/o Special Items 9.0% 25.9% N/A 10.1% 27.8% N/A Depreciation & Amortization 67 10 570.0% 209 27 674.1% Capital Expenditures 20 9 122.2% 57 17 235.3% EBITDA without Special Items 149 53 181.1% 526 166 216.9%
2 WESTINGHOUSE ELECTRIC CORPORATION SEGMENT INFORMATION THIRD QUARTER ($ in millions) (unaudited)
Three Months Ended Nine Months Ended September 30 September 30 1996 1995 % Change 1996 1995 % Change ---- ---- -------- ---- ---- -------- TOTAL POWER SYSTEMS ENERGY SYSTEMS Orders 279 240 16.3% 938 898 4.5% Backlog 3,292 3,309 -0.5% 3,292 3,309 -0.5% Sales 280 306 -8.5% 815 922 -11.6% Operating Profit (Loss) 15 13 15.4% (9) 46 -119.6% OP (Loss) without Special Items 15 14 7.1% 23 53 -56.6% OP Margin w/o Special Items 5.4% 4.6% N/A 2.8% 5.7% N/A Depreciation & Amortization 9 14 -35.7% 33 39 -15.4% Capital Expenditures 5 7 -28.6% 19 20 -5.0% EBITDA without Special Items 24 28 -14.3% 56 92 -39.1% POWER GENERATION Orders 538 621 -13.4% 1,725 1,558 10.7% Backlog 2,957 2,848 3.8% 2,957 2,848 3.8% Sales* 527 395 33.4% 1,269 1,157 9.7% Operating Profit (Loss) 5 (23) 121.7% (240) (67) -258.2% OP (Loss) without Special Items 5 5 -- (57) (39) -46.2% OP Margin w/o Special Items 0.9% 1.3% N/A -4.5% -3.4% N/A Depreciation & Amortization 5 11 -54.5% 28 34 -17.6% Capital Expenditures 20 11 81.8% 32 29 10.3% EBITDA without Special Items 10 16 -37.5% (29) (5) -480.0% OTHER POWER SYSTEMS Orders (8) (4) -100.0% (122) (17) -617.6% Backlog (445) (583) 23.7% (445) (583) 23.7% Sales (38) (34) -11.8% (125) (99) -26.3% Operating Profit (Loss) (20) (61) 67.2% (343) (92) -272.8% OP (Loss) without Special Items (20) (16) -25.0% (54) (47) -14.9% OP Margin w/o Special Items 52.6% 47.1% N/A 43.2% 47.5% N/A Depreciation & Amortization -- -- N/A -- -- N/A Capital Expenditures -- -- N/A -- -- N/A EBITDA without Special Items (20) (16) -25.0% (54) (47) -14.9% TOTAL POWER SYSTEMS Orders 809 857 -5.6% 2,541 2,439 4.2% Backlog 5,804 5,574 4.1% 5,804 5,574 4.1% Sales* 769 667 15.3% 1,959 1,980 -1.1% Operating Profit (Loss) -- (71) 100.0% (592) (113) -423.9% OP (Loss) without Special Items -- 3 -100.0% (88) (33) -166.7% OP Margin w/o Special Items -- 0.4% N/A -4.5% -1.7% N/A Depreciation & Amortization 14 25 -44.0% 61 73 -16.4% Capital Expenditures 25 18 38.9% 51 49 4.1% EBITDA without Special Items 14 28 -50.0% (27) 40 -167.5% THERMO KING Orders 213 200 6.5% 745 792 -5.9% Backlog 135 232 -41.8% 135 232 -41.8% Sales 237 271 -12.5% 759 828 -8.3% Operating Profit (Loss) 46 45 2.2% 137 136 0.7% OP (Loss) without Special Items 46 45 2.2% 137 136 0.7% OP Margin w/o Special Items 19.4% 16.6% N/A 18.1% 16.4% N/A Depreciation & Amortization 3 5 -40.0% 11 13 -15.4% Capital Expenditures 3 4 -25.0% 9 16 -43.8% EBITDA without Special Items 49 50 -2.0% 148 149 -0.7%
*First quarter 1996 sales were reduced by a $180 million one-time adjustment to previous accounting for certain long-term contracts. 3 WESTINGHOUSE ELECTRIC CORPORATION SEGMENT INFORMATION THIRD QUARTER ($ in millions) (unaudited)
Three Months Ended Nine Months Ended September 30 September 30 1996 1995 % Change 1996 1995 % Change ---- ---- -------- ---- ---- -------- GOVERNMENT OPERATIONS Orders 1 4 -75.0% 3 16 -81.3% Backlog 22 57 -61.4% 22 57 -61.4% Sales 27 38 -28.9% 78 99 -21.2% Operating Profit (Loss) 18 25 -28.0% 49 59 -16.9% OP (Loss) without Special Items 18 25 -28.0% 49 59 -16.9% OP Margin w/o Special Items 66.7% 65.8% N/A 62.8% 59.6% N/A Depreciation & Amortization 1 1 -- 3 1 200.0% Capital Expenditures -- -- N/A 2 1 100.0% EBITDA without Special Items 19 26 -26.9% 52 60 -13.3% COMMUNICATIONS & INFORMATION SYSTEMS Orders 78 76 2.6% 234 239 -2.1% Backlog 83 149 -44.3% 83 149 -44.3% Sales 83 79 5.1% 251 230 9.1% Operating Profit (Loss) (6) -- N/A (48) 1 -4900.0% OP (Loss) without Special Items (6) 3 -300.0% (7) 4 -275.0% OP Margin w/o Special Items -7.2% 3.8% N/A -2.8% 1.7% N/A Depreciation & Amortization 10 3 233.3% 29 8 262.5% Capital Expenditures 1 1 -- 4 3 33.3% EBITDA without Special Items 4 6 -33.3% 22 12 83.3% CORPORATE & OTHER Orders 17 65 -73.8% 87 312 -72.1% Backlog 16 66 -75.8% 16 66 -75.8% Sales 31 85 -63.5% 98 357 -72.5% Operating Profit (Loss) (56) (88) 36.4% (624) (146) -327.4% OP (Loss) without Special Items (56) (49) -14.3% (212) (107) -98.1% OP Margin w/o Special Items -180.6% -57.6% N/A -216.3% -30.0% N/A Depreciation & Amortization 3 8 -62.5% 14 23 -39.1% Capital Expenditures 1 6 -83.3% 4 15 -73.3% EBITDA without Special Items (53) (41) -29.3% (198) (84) -135.7% INTERSEGMENT Orders (16) (16) -- (53) (55) 3.6% Backlog (9) (9) -- (9) (9) -- Sales (17) (22) 22.7% (53) (63) 15.9% TOTAL CONTINUING OPERATIONS Orders 2,012 1,352 48.8% 6,685 4,243 57.6% Backlog 6,051 6,069 -0.3% 6,051 6,069 -0.3% Sales* 2,040 1,284 58.9% 6,220 3,931 58.2% Operating Profit (Loss) 84 (46) 282.6% (802) 76 -1155.3% OP (Loss) without Special Items 84 70 20.0% 196 198 -1.0% OP Margin w/o Special Items 4.1% 5.5% N/A 3.2% 5.0% N/A Depreciation & Amortization 98 52 88.5% 327 145 125.5% Capital Expenditures 50 38 31.6% 127 101 25.7% EBITDA without Special Items 182 122 49.2% 523 343 52.5%
*First quarter 1996 sales were reduced by a $180 million one-time adjustment to previous accounting for certain long-term contracts. EX-99.4 5 WESTINGHOUSE ELEC. 8-K 1 Exhibit 99.4 WESTINGHOUSE ELECTRIC CORPORATION SPECIAL ITEMS INCLUDED IN RESULTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (in millions except per share amounts) (unaudited)
NINE MONTHS ENDED NINE MONTHS ENDED SEPT 30, 1996 SEPT 30, 1995 PRE-TAX AFTER-TAX PER-SHARE PRE-TAX AFTER-TAX PER-SHARE AMOUNT AMOUNT IMPACT AMOUNT AMOUNT IMPACT ------ --------- --------- ------- --------- -------- CONTINUING OPERATIONS: Operating Profit: Restructuring ($125) ($77) Litigation matters (486) (45) Impairment of assets (54) - Environmental remediation activities (175) - Contract accounting adjustments (128) - Other (30) - ------- ----- Total impact on operating profit (998) ($663) (122) ($76) ------- ----- Other income and expense: Gain on the sale of an investment - 115 Loss on assets held for sale (152) - ------- ----- Total impact on other income & exp. (152) (101) 115 66 ------- ----- ----- ----- Total impact on Continuing Operations ($1,150) (764) ($1.73) ($7) (10) ($0.03) ======= ===== DISCONTINUED OPERATIONS: Estimated loss on disposal of WCI Communities, Inc. - (76) Estimated loss on disposal of environmental services business (146) - Gain on disposal of the defense and electronic systems business and Knoll 1,164 - ----- ----- Net gain (loss) on disposal of businesses 1,018 2.30 (76) (0.19) EXTRAORDINARY ITEM: Loss on early extinguishment of debt (93) (0.21) - - ----- ----- ----- ------ NET AMOUNT OF SPECIAL ITEMS $161 $0.36 ($86) ($0.22) ===== ===== ===== ======
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