-----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, BPibY/FR3nQX2kEnV//O+bxwK9HlwQqvBNjHQodomi4at7K3jtvW2FT8rwLpon1N PvHnEdO0JtPJN9AL/TXmeA== 0000950128-97-001060.txt : 19971117 0000950128-97-001060.hdr.sgml : 19971117 ACCESSION NUMBER: 0000950128-97-001060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970930 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00977 FILM NUMBER: 97718552 BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222-1384 BUSINESS PHONE: 4122442000 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 8-K 1 WESTINGHOUSE ELECTRIC CORP. 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 14, 1997 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 14, 1997, the Registrant issued a press release concerning earnings for the quarter and nine months ended September 30, 1997. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety. Due to the sale of Thermo King and the pending separation of its industrial businesses, the Registrant has placed these businesses in Discontinued Operations and restated its financial results accordingly. In connection with this action, the income statement for the Registrant has been restated for the quarter and nine months ended September 30, 1997 and 1996. A copy of the restated condensed consolidated statement of income for these time periods is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety. Also in connection with this action, the Registrant has restated segment results for the quarter and nine months ended September 30, 1997 and 1996 to allow comparisons between the segments. A copy of the restated segment financial results for these periods is attached hereto as Exhibit 99.3 and is incorporated herein in its entirety. Also in connection with this action, special items included in results of operations for the quarter and nine months ended September 30, 1996 have been restated. Special items for these periods have been attached hereto as Exhibit 99.4 and have been incorporated herein in their 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, 1997 is filed as Exhibit 99.1 to this Report. 99.2 Condensed Consolidated Statement of Income for the quarter and nine months ended September 30, 1997 and 1996 is filed as Exhibit 99.2 to this Report. 99.3 Segment Results for the quarter and nine months ended September 30, 1997 and 1996 is filed as Exhibit 99.3 to this Report. 99.4 Special items included in results of operations for the quarter and nine months ended September 30, 1996 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 14, 1997 3 EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- 99.1 Press Release 99.2 Condensed Consolidated Statement of Income for the quarter and nine months ended September 30, 1997 and 1996. 99.3 Segment Results for the quarter and nine months ended September 30, 1997 and 1996. 99.4 Special items included in results of operations for the quarter and nine months ended September 30, 1996. EX-99.1 2 WESTINGHOUSE ELECTRIC CORP. 1 Exhibit 99.1 WESTINGHOUSE PUBLIC RELATIONS Contact: Jack Bergen (212) 975-3835 or Kevin Ramundo (412) 642-4989 FOR USE: IMMEDIATE WESTINGHOUSE REPORTS THIRD QUARTER RESULTS o RADIO AND TV STATIONS (STATION GROUP) GENERATE DOUBLE-DIGIT EBITDA GROWTH o NETWORK SHOWS SUBSTANTIAL IMPROVEMENT PITTSBURGH, November 14, 1997 - Westinghouse Electric Corporation (NYSE: WX) reported revenue improvement of 41% for the third quarter of 1997. The acquisition of Infinity Broadcasting at year-end 1996 and improvements in every media business segment contributed to the increase. With the recently concluded sale of Thermo King and the pending separation of the remaining industrial businesses, the Corporation is reporting these businesses as discontinued operations. Continuing operations includes the results of the media businesses, essentially all of the Corporation's interest expense, and certain residual costs associated with the industrial businesses, including pension and post-retirement benefit costs for divested businesses. In the third quarter, Westinghouse's continuing operations reported a 19% increase in earnings before interest, taxes, depreciation and amortization (EBITDA) to $210 million from $177 million in the year-ago quarter, on a proforma basis. The improved performance was driven by a 16% proforma revenue increase. - more - 2 WESTINGHOUSE REPORTS THIRD QUARTER RESULTS - 2 - The CBS Station Group reported double-digit revenue and EBITDA growth. The CBS Radio Group, including TDI, its outdoor advertising business, outperformed the industry. The Radio Group's EBITDA represents a 24% increase over last year's proforma EBITDA driven by 18% proforma revenue growth for the stations and TDI. The CBS TV stations reported EBITDA growth of 35% on sales growth of 15%. The strength in the TV stations was broad based reflecting successful initiatives to drive revenue growth and bolster local programming. The stations continue to benefit from strong advertising markets. The TV network also showed substantial EBITDA improvement of 42% on a 20% increase in revenues. Revenues were up on higher syndication sales and better primetime pricing partially due to special programming in the third quarter such as the Emmy and Country Music Awards. Commenting on the performance of the media group in the quarter, Michael H. Jordan, Westinghouse chairman and chief executive officer, said: "While radio continues its strong performance and sets the pace for the industry, I am particularly pleased with the performance at the TV stations this quarter. The actions initiated by Mel Karmazin and his team have shown excellent results, and we expect the strong turnaround of the CBS network and this momentum to continue. We anticipate a successful November sweeps performance, particularly in our top TV markets, that will improve our profitability in the TV stations and the network. Looking ahead to 1998, we are excited to be broadcasting the 1998 Winter Olympics which will enhance the opportunities for all of our properties. We successfully completed the acquisition of The Nashville Network and Country Music Television at the end of the third quarter and look forward to closing the acquisition of American Radio Systems in the first half of 1998 which further enhances our strong radio position." - more - 3 WESTINGHOUSE REPORTS THIRD QUARTER RESULTS - 3 - DISCONTINUED OPERATIONS Discontinued operations, which included Thermo King and the Corporation's Power Systems and Government Operations businesses (WELCO), reported after-tax losses of $143 million for the quarter and $191 million for the nine months ended September 30, 1997. Thermo King's pre-tax operating profit for this year's third quarter was $53 million compared to $49 million for the prior year's quarter. The sale of Thermo King to Ingersoll-Rand for $2.56 billion in cash was closed on October 31, 1997. WELCO reported a pre-tax operating loss of $254 million in the third quarter of 1997 compared to a $1 million operating profit in the same quarter of last year. Revenues declined 20%, from $824 million in the third quarter of last year to $660 million in this year's third quarter. As previously reported, the Power Generation business incurred costs of approximately $110 million for unexpected startup costs at two projects and higher than anticipated warranty expense. Additional costs of $75 million were recognized to complete various contracts, write down inventory, and resolve commercial issues. In addition, order declines at Power Generation and customer delays in fuel shipments at Energy Systems contributed to earnings shortfalls at WELCO. - more - 4 WESTINGHOUSE REPORTS THIRD QUARTER RESULTS - 4 - The Corporation reported a net loss from continuing operations for the third quarter of 1997 of $19 million, or $.03 per share, compared to a net loss of $26 million, or $.06 per share, for the year-ago quarter. For the first nine months of 1997, Westinghouse reported a net loss from continuing operations of $121 million, or $.19 per share, compared to a net loss of $158 million, or $.36 per share, for the first nine months of 1996. The Corporation's reported net loss for the third quarter of 1997, including continuing and discontinued operations, was $162 million or $.25 per share compared to a net loss of $28 million, or $.06 per share, for the year-ago quarter. For the first nine months of 1997, Westinghouse reported a net loss of $312 million, or $.48 per share, compared to net income of $129 million, or $.29 per share for the first nine months of 1996. ##1000-1329## EX-99.2 3 WESTINGHOUSE ELECTRIC CORP. 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 -------------------- --------------------- 1997 1996 1997 1996 -------------------- --------------------- Sales and operating revenues $ 1,283 $ 910 $ 3,892 $ 3,127 Operating expenses (1,038) (772) (3,316) (2,728) Depreciation and amortization (107) (68) (317) (210) Pension and postretirement benefits of divested businesses (35) (30) (106) (84) ------- ------- ------- ------- Operating costs and expenses (1,180) (870) (3,739) (3,022) ------- ------- ------- ------- Operating profit 103 40 153 105 Other income and expenses, net 4 22 61 35 Interest expense (102) (88) (305) (316) ------- ------- ------- ------- Income (loss) from Continuing Operations before income taxes and minority interest 5 (26) (91) (176) Income tax benefit (expense) (25) 1 (32) 19 Minority interest 1 (1) 2 (1) ------- ------- ------- ------- Loss from Continuing Operations (19) (26) (121) (158) Discontinued Operations, net of income taxes: Income (loss) from Discontinued Operations (143) 28 (191) 380 Extraordinary item: Loss on early extinguishment of debt -- (30) -- (93) ------- ------- ------- ------- Net Income (loss) ($ 162) ($ 28) ($ 312) $ 129 ======= ======= ======= ======= Average shares outstanding 648 444 645 442 Earnings (loss) per common share: Continuing Operations ($ 0.03) ($ 0.06) ($ 0.19) ($ 0.36) Discontinued Operations ($ 0.22) $ 0.06 ($ 0.29) $ 0.86 Extraordinary item $ 0.00 ($ 0.06) $ 0.00 ($ 0.21) ------- ------- ------- ------- Earnings (loss) per common share ($ 0.25) ($ 0.06) ($ 0.48) $ 0.29 ======= ======= ======= =======
EX-99.3 4 WESTINGHOUSE ELECTRIC CORP. 1 Exhibit 99.3 WESTINGHOUSE ELECTRIC CORPORATION SEGMENT INFORMATION THIRD QUARTER 1997 REPORT ($ in millions) (unaudited)
Three Months Ended Nine Months Ended September 30 September 30 1997 1996 % Change 1997 1996 % Change ---- ---- -------- ---- ---- -------- TV Sales 195 169 15.4% 585 583 0.3% Operating Profit (Loss) 67 47 42.6% 210 191 9.9% Depreciation & Amortization 11 11 - 34 36 -5.6% Capital Expenditures 7 3 133.3% 14 9 55.6% EBITDA 78 58 34.5% 244 227 7.5% NETWORK Sales 672 560 20.0% 2,121 2,021 4.9% Operating Profit (Loss) 30 17 76.5% (57) 87 -165.5% Depreciation & Amortization 17 16 6.3% 48 47 2.1% Capital Expenditures 18 10 80.0% 34 25 36.0% EBITDA 47 33 42.4% (9) 134 -106.7% RADIO Sales 374 136 175.0% 1,065 402 164.9% Operating Profit (Loss) 102 42 142.9% 262 109 140.4% Depreciation & Amortization 45 8 462.5% 133 26 411.5% Capital Expenditures 4 2 100.0% 10 4 150.0% EBITDA 147 50 194.0% 395 135 192.6% CABLE Sales 58 50 16.0% 170 143 18.9% Operating Profit (Loss) (1) 10 -110.0% 2 39 -94.9% Depreciation & Amortization 3 2 50.0% 9 6 50.0% Capital Expenditures 2 4 -50.0% 10 6 66.7% EBITDA 2 12 -83.3% 11 45 -75.6% CORPORATE & OTHER Sales (16) (5) -220.0% (49) (22) -122.7% Operating Profit (Loss) (95) (76) -25.0% (264) (321) 17.8% OP (Loss) without Special Items (95) (76) -25.0% (264) (245) -7.8% Depreciation & Amortization 31 31 - 93 95 -2.1% Capital Expenditures 2 1 100.0% 4 13 -69.2% EBITDA (64) (45) -42.2% (171) (226) 24.3% TOTAL CONTINUING OPERATIONS Sales 1,283 910 41.0% 3,892 3,127 24.5% Operating Profit (Loss) 103 40 157.5% 153 105 45.7% OP (Loss) without Special Items 103 40 157.5% 153 181 -15.5% Depreciation & Amortization 107 68 57.4% 317 210 51.0% Capital Expenditures 33 20 65.0% 72 57 26.3% EBITDA 210 108 94.4% 470 315 49.2%
2 WESTINGHOUSE ELECTRIC CORPORATION SEGMENT INFORMATION THIRD QUARTER 1997 REPORT ($ in millions) (unaudited)
Three Months Ended Nine Months Ended September 30 September 30 1997 1996 % Change 1997 1996 % Change ---- ---- -------- ---- ---- -------- WELCO: ENERGY SYSTEMS Orders 312 279 11.8% 787 938 -16.1% Backlog 2,697 3,292 -18.1% 2,697 3,292 -18.1% Sales 265 280 -5.4% 761 815 -6.6% Operating Profit (Loss) 7 15 -53.3% (36) (9) -300.0% OP (Loss) without Special Items 7 15 -53.3% (36) 23 -256.5% OP Margin w/o Special Items 2.6% 5.4% N/A -4.7% 2.8% N/A Depreciation & Amortization 13 9 44.4% 36 33 9.1% Capital Expenditures 4 5 -20.0% 14 19 -26.3% POWER GENERATION Orders 204 538 -62.1% 1,052 1,725 -39.0% Backlog 2,354 2,957 -20.4% 2,354 2,957 -20.4% Sales 405 527 -23.1% 1,464 1,425 2.7% Operating Profit (Loss) (232) 5 -4740.0% (273) (132) -106.8% OP (Loss) without Special Items (232) 5 -4740.0% (273) (77) -254.5% OP Margin w/o Special Items -57.3% 0.9% N/A -18.6% -5.4% N/A Depreciation & Amortization 11 5 120.0% 32 28 14.3% Capital Expenditures 8 20 -60.0% 28 32 -12.5% OTHER POWER SYSTEMS Orders (48) (8) -500.0% (79) (122) 35.2% Backlog (533) (445) -19.8% (533) (445) -19.8% Sales (48) (38) -26.3% (155) (125) -24.0% Operating Profit (Loss) (21) (20) -5.0% (52) (343) 84.8% OP (Loss) without Special Items (21) (20) -5.0% (52) (54) 3.7% OP Margin w/o Special Items 43.8% 52.6% N/A 33.5% 43.2% N/A Depreciation & Amortization - - N/A - - N/A Capital Expenditures - - N/A - - N/A TOTAL POWER SYSTEMS Orders 468 809 -42.2% 1,760 2,541 -30.7% Backlog 4,518 5,804 -22.2% 4,518 5,804 -22.2% Sales 622 769 -19.1% 2,070 2,115 -2.1% Operating Profit (Loss) (246) - N/A (361) (484) 25.4% OP (Loss) without Special Items (246) - N/A (361) (108) -234.3% OP Margin w/o Special Items -39.5% - N/A -17.4% -5.1% N/A Depreciation & Amortization 24 14 71.4% 68 61 11.5% Capital Expenditures 12 25 -52.0% 42 51 -17.6% GOVERNMENT OPERATIONS Orders 18 1 1700.0% 24 3 700.0% Backlog 25 22 13.6% 25 22 13.6% Sales 25 27 -7.4% 72 78 -7.7% Operating Profit (Loss) 13 18 -27.8% 42 49 -14.3% OP (Loss) without Special Items 13 18 -27.8% 42 49 -14.3% OP Margin w/o Special Items 52.0% 66.7% N/A 58.3% 62.8% N/A Depreciation & Amortization - 1 -100.0% 1 3 -66.7% Capital Expenditures - - N/A 1 2 -50.0%
3 WESTINGHOUSE ELECTRIC CORPORATION SEGMENT INFORMATION THIRD QUARTER 1997 REPORT ($ in millions) (unaudited)
Three Months Ended Nine Months Ended September 30 September 30 1997 1996 % Change 1997 1996 % Change ---- ---- -------- ---- ---- -------- CORPORATE & OTHER Orders 18 12 50.0% 34 77 -55.8% Backlog 17 21 -19.0% 17 21 -19.0% Sales 13 28 -53.6% 39 89 -56.2% Operating Profit (Loss) (21) (17) -23.5% (67) (458) 85.4% OP (Loss) without Special Items (21) (17) -23.5% (67) (81) 17.3% OP Margin w/o Special Items -161.5% -60.7% N/A -171.8% -91.0% N/A Depreciation & Amortization 5 4 25.0% 11 16 -31.3% Capital Expenditures (1) 1 -200.0% - 4 -100.0% TOTAL WELCO Orders 504 822 -38.7% 1,818 2,621 -30.6% Backlog 4,560 5,847 -22.0% 4,560 5,847 -22.0% Sales 660 824 -19.9% 2,181 2,282 -4.4% Operating Profit (Loss) (254) 1 -25500.0% (386) (893) 56.8% OP (Loss) without Special Items (254) 1 -25500.0% (386) (140) -175.7% OP Margin w/o Special Items -38.5% 0.1% N/A -17.7% -6.1% N/A Depreciation & Amortization 29 19 52.6% 80 80 - Capital Expenditures 11 26 -57.7% 43 57 -24.6% THERMO KING Orders 264 210 25.7% 830 731 13.5% Backlog 180 121 48.8% 180 121 48.8% Sales 262 234 12.0% 768 747 2.8% Operating Profit (Loss) 53 49 8.2% 151 142 6.3% OP (Loss) without Special Items 53 49 8.2% 151 142 6.3% OP Margin w/o Special Items 20.2% 20.9% N/A 19.7% 19.0% N/A Depreciation & Amortization 3 3 - 11 9 22.2% Capital Expenditures 6 3 100.0% 16 10 60.0%
WELCO and Thermo King are reported as Discontinued Operations for all periods. EX-99.4 5 WESTINGHOUSE ELECTRIC CORP. 1 Exhibit 99.4 WESTINGHOUSE ELECTRIC CORPORATION SPECIAL ITEMS INCLUDED IN RESULTS OF OPERATIONS THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (in millions except per share amounts) (unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED SEPT 30, 1996 SEPT 30, 1996 PRE-TAX AFTER-TAX PER-SHARE PRE-TAX AFTER-TAX PER-SHARE AMOUNT AMOUNT IMPACT AMOUNT AMOUNT IMPACT ------ ------ ------ ------ ------ ------ CONTINUING OPERATIONS: Operating Profit: Restructuring -- $ (48) Litigation matters -- (28) ----- ------- Total impact on operating profit -- -- (76) $ (58) Total impact on other income & exp -- -- -- -- ----- ----- ------- ------- Total impact on Continuing Operations -- -- -- $ (76) $ (58) $ (0.13) ===== ===== ===== ======= ======= ======= DISCONTINUED OPERATIONS: WELCO special items: Restructuring -- $ (75) Litigation matters -- (458) Impairment of assets -- (15) Environmental remediation activities -- (175) Other matters -- (30) Loss on assets held for sale -- (152) ----- ------- Total WELCO special items -- -- -- $(905) $(588) $ (1.33) ===== ===== ===== ======= ====== =======
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