<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
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): April 21, 1994
WESTINGHOUSE ELECTRIC CORPORATION
---------------------------------
(Exact name of registrant as
specified in its charter)
<TABLE>
<S> <C> <C>
Pennsylvania 1-977 25-0877540
- -------------------------- ---------------- ---------------
(State or other juris- (Commission File (IRS Employer
diction of incorporation) Number) Identification
Number)
</TABLE>
<TABLE>
<S> <C>
Westinghouse Bldg., 11 Stanwix St., Pittsburgh, PA. 15222-1384
- --------------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (412) 244-2000
--------------
Page 1 of 16 Pages
Exhibit Index on Page 3
<PAGE> 2
Item 5. Other Events
------------
On April 21, 1994, the Registrant issued a press release concerning
earnings for the quarter ended March 31, 1994. As stated in the press release,
the Registrant has redefined certain segments for financial reporting purposes.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein in its entirety. In connection with this action, the
Registrant has realigned 1993 results, by quarter, to allow comparisons between
the segments. A copy of the realigned segment financial results for 1993 is
attached hereto as Exhibit 99.2 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
ended March 31, 1994 is filed as Exhibit 99.1 to this Report.
(99.2) 1993 Quarterly Segment Results aligned on the 1994 segment basis is
filed as Exhibit 99.2 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)
/s/ Robert E. Faust
BY:______________________________
Robert E. Faust
Vice President & Controller
Date: April 22, 1994
Page 2 of 16 Pages
<PAGE> 3
EXHIBIT INDEX
-------------
Exhibit No. Description Sequential Page No.
- ----------- ----------- -------------------
99.1 Press Release 4
99.2 1993 Quarterly Segment Results 15
Page 3 of 16 Pages
<PAGE> 1
Exhibit 99.1
Contact: Roy L. Morrow
Telephone: (412) 642-3005
Fax: (412) 642-4985
Home: (412) 362-8515
FOR USE: IMMEDIATE
WESTINGHOUSE REPORTS 1994 FIRST QUARTER RESULTS
PITTSBURGH, April 21 -- Westinghouse Electric Corporation (WX) today
reported first quarter net income of $36 million, or 7 cents per share,
compared to net income of $3 million, or a loss of 2 cents per share, for the
same quarter a year ago. Income from Continuing Operations was $36 million,
or 7 cents per share, compared to 1993 first quarter income of $59 million,
or 14 cents per share.
The 1993 first quarter net income included an after-tax charge of $56
million, or 16 cents per share, due to the adoption of Statement of Financial
Accounting Standards (SFAS) 112, Employers' Accounting for Postemployment
Benefits.
Revenues for the quarter were $1.7 billion compared to $2 billion in the
year-earlier quarter.
Operating profit for the quarter was $65 million compared to $146 million
in the same quarter last year. Operating profit margin was 3.7 percent compared
to 7.2 percent in the first quarter of 1993. Increased pension expense of $33
million and reduced licensee income of $15 million had a negative impact on
results. The first quarter of 1993 had a favorable impact of $25 million due
to a change in accounting for nuclear fuel revenues.
-more-
Page 4 of 16 Pages
<PAGE> 2
WESTINGHOUSE REPORTS 1994 FIRST QUARTER RESULTS -2-
"Results for the quarter were mixed, but we made significant progress
on a number of strategic initiatives," said Mike Jordan, Chairman and Chief
Executive Officer. "In March, we strengthened the financial structure of the
corporation by issuing $520 million in preferred equity.
"In addition, we successfully completed the divestitures of the
Distribution and Control Business Unit and the Westinghouse Electric Supply
Company, which were part of our planned liquidation of non-core businesses.
Cash proceeds from these sales totaled $1.4 billion. These actions allowed us
to reduce net debt to $3.3 billion at the end of March 1994, down from $5.1
billion at the end of December 1993 and $8.4 billion at the end of December
1992.
"Keeping with our strategy of eliminating non-core businesses, we
recently announced an agreement to sell the Controlmatic unit in Germany, which
lost money in 1993. The unit is part of the Government and Environmental
Services segment.
"The corporation also has been aggressively pursuing cost reductions
and restructuring initiatives. We reduced the number of employees
corporate-wide by over 1,000 people during the first quarter. Operations such
as our service organization within Power Generation have been consolidated,
underutilized facilities are being shut down or reduced in size, and various
unprofitable product lines are being discontinued. These cost reductions will
generate significant cost improvements over the next year.
-more-
Page 5 of 16 Pages
<PAGE> 3
WESTINGHOUSE REPORTS 1994 FIRST QUARTER RESULTS -3-
"These successes are allowing us to pursue strategic growth initiatives
such as the recent agreement to acquire Norden Systems, a division of United
Technologies, which will become part of our Electronic Systems unit," Mr.
Jordan said.
Norden Systems is a manufacturer of airborne and shipboard radar
systems, air traffic control systems, and surveillance and intelligence
management systems for underseas applications.
Also in the first quarter the corporation was successful in settling
electric utility lawsuits involving steam generators at Duke Power and South
Carolina Electric and Gas.
First quarter results benefited from a one-time pre-tax gain of
approximately $30 million from the sale of two radio stations.
Orders for the first quarter of 1994 were $2 billion, down from $2.2
billion in the year-earlier quarter. Backlog remained at approximately $10
billion.
-more-
Page 6 of 16 Pages
<PAGE> 4
WESTINGHOUSE REPORTS 1994 FIRST QUARTER RESULTS -4-
First Quarter Segment Information
(Please note that Westinghouse has redefined certain segments for financial
reporting purposes. Each core business is now reported as a separate segment.
The first quarter 1993 results have been realigned so that comparisons may be
made.)
BROADCASTING: Revenues and operating profits were up approximately $12
million and $7 million, respectively, in the quarter compared to the same
period of 1993 due primarily to higher revenues in television and continued
cost reductions in the television and radio groups.
ELECTRONIC SYSTEMS: As expected, revenues declined by approximately
$146 million primarily due to the effect in 1993 of the cancellation of the
ASPJ (Airborne Self-Protection Jammer) program. Operating profit was down
approximately $13 million as a result of reduced volume. Backlog for the unit
was $3.8 billion.
GOVERNMENT AND ENVIRONMENTAL SERVICES: Revenues in the segment were up
approximately $7 million for the quarter compared with the same period a year
ago. Because of higher prices in the backlog for the hazardous waste
incinerators at the beginning of 1993, operating profits for the first quarter
of 1993 were higher by $10 million compared to this year. In the commercial
environmental business, continued weakness in the remediation services market
and price pressure in the hazardous waste incineration business contributed to
lower margins.
-more-
Page 7 of 16 Pages
<PAGE> 5
WESTINGHOUSE REPORTS 1994 FIRST QUARTER RESULTS -5-
THERMO KING: Revenues were up approximately $12 million and operating
profit increased about $1 million for the quarter due to higher sales in the
truck and trailer operations and in service parts. March 1994 orders were the
highest in history and backlog is at record levels.
ENERGY SYSTEMS: Revenues and operating profit were down approximately
$79 million and $55 million, respectively, compared to the same quarter last
year due primarily to decreased licensee income and the favorable effect of a
change in accounting for nuclear fuel revenues in 1993. Orders were up 26
percent over last year, and backlog was $2.7 billion, up $200 million from
1993.
POWER GENERATION: Revenues declined approximately $97 million
primarily due to several power projects slipping into the second quarter.
Operating losses increased by approximately $3 million compared to the same
quarter a year ago. End of quarter backlog remained steady at $2.2 billion.
THE KNOLL GROUP: Revenues were about even with the same quarter last
year. Increased marketing and sales expense associated with the launch of new
products and increased distribution efforts, along with continued weakness in
the European market, caused an increased operating loss of approximately $5
million.
WCI COMMUNITIES, INC.: Revenues in the quarter were higher by
approximately $12 million compared to the same quarter of 1993, primarily due
to the continued strong South Florida market. Operating profit increased $2
million over the same period.
-more-
Page 8 of 16 Pages
<PAGE> 6
WESTINGHOUSE REPORTS 1994 FIRST QUARTER RESULTS -6-
OTHER BUSINESSES (INDUSTRIAL PRODUCTS & SERVICES, RESOURCE ENERGY
SYSTEMS AND CONTROLMATIC): Revenues were flat for the quarter compared to the
same quarter of 1993. Operating loss increased by approximately $12 million
for the same period.
#1000-1139## -4/21/94-
Page 9 of 16 Pages
<PAGE> 7
WESTINGHOUSE REPORTS 1994 FIRST QUARTER RESULTS -7-
SEGMENT DEFINITIONS
The BROADCASTING segment includes Westinghouse Broadcasting Company,
Inc. (Group W) and consists of Group W television and radio, Group W Satellite
Communications and Group W Productions. The segment now also includes
Westinghouse Communications.
The ELECTRONIC SYSTEMS segment provides electronic systems for defense,
government and commercial customers.
The GOVERNMENT AND ENVIRONMENTAL SERVICES segment includes
Environmental Services (excluding Resource Energy Systems and Controlmatic,
which have been moved to Other Businesses), the management of certain
government-owned contractor-operated facilities (GOCOs), and the U.S. naval
nuclear programs.
THERMO KING, now an individual segment, produces a complete line of
temperature-control equipment for trucks, trailers, seagoing containers, buses
and rail cars. It was part of the former Industries segment.
ENERGY SYSTEMS is now an individual segment and serves the worldwide
nuclear energy market. It was part of the former Power Systems segment.
POWER GENERATION is now an individual segment, producing and servicing
steam and combustion turbine-generators. It was also part of the former Power
Systems segment.
THE KNOLL GROUP is comprised of the corporation's office furniture
systems businesses.
-more-
Page 10 of 16 Pages
<PAGE> 8
WESTINGHOUSE REPORTS 1994 FIRST QUARTER RESULTS -8-
WCI COMMUNITIES, INC. develops land into master-planned luxury
communities.
OTHER BUSINESSES segment includes Industrial Products & Services
(excluding Westinghouse Communications), Resource Energy Systems and
Controlmatic.
The CORPORATE AND OTHER segment includes total corporate activities
that are managed for the benefit of the entire corporation.
###
(The 1993 numbers have been realigned to reflect the above changes.)
Page 11 of 16 Pages
<PAGE> 9
Westinghouse Electric Corporation
Earnings Information
First Quarter 1994
(unaudited)
<TABLE>
<CAPTION>
(in millions except per share data) Three Months Ended
March 31
--------------------
1994 1993
------ ------
<S> <C> <C>
Sales and operating revenues $ 1,743 $ 2,020
Operating costs and expenses $(1,678) $(1,874)
------- -------
Operating profit $ 65 $ 146
Operating profit margin 3.7% 7.2%
Other income and expenses, net $ 39 $ 6
Interest expense $ (47) $ (53)
------- -------
Income (loss) from Continuing Operations before
income taxes and minority interest $ 57 $ 99
Income taxes $ (22) $ (36)
Effective tax rate 38.0% 36.6%
Minority interest $ 1 $ (4)
------- -------
Income (loss) from Continuing Operations $ 36 $ 59
Discontinued Operations, net of income taxes:
Income (loss) from Discontinued Operations - -
Cumulative effect of changes in accounting
principles:
Other postemployment benefits - $ (56)
------- -------
Net Income (loss) $ 36 $ 3
======= =======
Dividend requirements for Series B
preferred stock $ 13 $ 13
Net income (loss) applicable to common stock $ 23 $ (10)
======= =======
Average shares outstanding 357 351
Earnings (loss) per common share:
Continuing Operations $ 0.07 $ 0.14
Discontinued Operations $ 0.00 $ 0.00
Cumulative effect of changes in
accounting principles $ 0.00 $ (0.16)
------- -------
Earnings (loss) per common share $ 0.07 $ (0.02)
</TABLE> ======= =======
Page 12 of 16 Pages
<PAGE> 10
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
FIRST QUARTER 1994
(in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1994 1993 % Change
---- ---- --------
<S> <C> <C> <C>
BROADCASTING
Orders $ 190.5 $ 178.7 6.6%
Backlog - - -
Sales $ 190.5 $ 178.7 6.6%
Operating Profit (Loss) $ 33.7 $ 26.5 27.2%
Operating Profit Margin 17.7% 14.8% N/A
ELECTRONIC SYSTEMS
Orders $ 386.9 $ 628.6 -38.5%
Backlog $3,773.8 $3,963.8 -4.8%
Sales $ 449.9 $ 596.0 -24.5%
Operating Profit (Loss) $ 39.4 $ 52.0 -24.2%
Operating Profit Margin 8.8% 8.7% N/A
GOVERNMENT AND
ENVIRONMENTAL SERVICES
Orders $ 67.6 $ 63.2 7.0%
Backlog $ 86.3 $ 36.5 136.4%
Sales $ 83.8 $ 76.5 9.5%
Operating Profit (Loss) $ 10.0 $ 19.7 -49.2%
Operating Profit Margin 11.9% 25.8% N/A
THERMO KING
Orders $ 248.0 $ 223.0 11.2%
Backlog $ 223.2 $ 173.8 28.4%
Sales $ 186.8 $ 174.6 7.0%
Operating Profit (Loss) $ 26.8 $ 25.7 4.3%
Operating Profit Margin 14.3% 14.7% N/A
ENERGY SYSTEMS
Orders $ 368.3 $ 293.2 25.6%
Backlog $2,682.1 $2,470.3 8.6%
Sales $ 236.0 $ 314.6 -25.0%
Operating Profit (Loss) $ (8.3) $ 46.8 -117.7%
Operating Profit Margin -3.5% 14.9% N/A
POWER GENERATION
Orders $ 463.2 $ 547.2 -15.4%
Backlog $2,185.5 $2,161.0 1.1%
Sales $ 291.6 $ 388.9 -25.0%
Operating Profit (Loss) $ (25.9) $ (23.1) -12.1%
Operating Profit Margin -8.9% -5.9% N/A
THE KNOLL GROUP
Orders $ 117.3 $ 117.1 0.2%
Backlog $ 104.3 $ 95.5 9.2%
Sales $ 117.5 $ 119.2 -1.4%
Operating Profit (Loss) $ (15.0) $ (10.2) -47.1%
Operating Profit Margin -12.8% -8.6% N/A
</TABLE>
Page 13 of 16 Pages
<PAGE> 11
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
FIRST QUARTER 1994
(in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1994 1993 % Change
---- ---- --------
<S> <C> <C> <C>
WCI COMMUNITIES, INC.
Orders $ 56.2 $ 43.9 28.0%
Backlog - - -
Sales $ 56.2 $ 43.9 28.0%
Operating Profit (Loss) $ 12.9 $ 10.8 19.4%
Operating Profit Margin 23.0% 24.6% N/A
OTHER BUSINESSES
Orders $ 128.3 $ 132.1 -2.9%
Backlog $ 758.9 $ 805.3 -5.8%
Sales $ 130.5 $ 129.8 0.5%
Operating Profit (Loss) $ (13.1) $ (1.6) N/A
Operating Profit Margin -10.0% -1.2% N/A
CORPORATE AND OTHER
Orders $ 25.4 $ 18.5 37.3%
Backlog $ 73.7 $ 52.1 41.5%
Sales $ 34.5 $ 33.5 3.0%
Operating Profit (Loss) $ 4.9 $ (0.3) N/A
Operating Profit Margin 14.2% -0.9% N/A
INTERSEGMENT
Orders $ (38.0) $ (40.2) 5.5%
Backlog $ (33.4) $ (18.0) -85.6%
Sales $ (34.6) $ (36.3) 4.7%
TOTAL - CONTINUING OPERATIONS
Orders $2,013.7 $2,205.3 -8.7%
Backlog $9,854.4 $9,740.3 1.2%
Sales $1,742.7 $2,019.4 -13.7%
Operating Profit (Loss) $ 65.4 $ 146.3 -55.3%
Operating Profit Margin 3.7% 7.2% N/A
</TABLE>
Page 14 of 16 Pages
<PAGE> 1
Exhibit 99.2
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
(in millions) 1993 BY QUARTER
(unaudited)
<TABLE>
<CAPTION>
Twelve
Three Months Ended Months Ended
March 31 June 30 Sept. 30 Dec. 31 Dec. 31
1993 1993 1993 1993 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
BROADCASTING
Orders $ 178.7 $ 218.7 $ 195.2 $ 219.7 $ 812.3
Backlog - - - - -
Sales $ 178.7 $ 218.7 $ 195.2 $ 219.7 $ 812.3
Operating Profit (Loss) $ 26.5 $ 49.6 $ 31.8 $ 37.1 $ 145.0
Operating Profit Margin 14.8% 22.7% 16.3% 16.9% 17.9%
ELECTRONIC SYSTEMS
Orders $ 628.6 $ 376.3 $ 651.0 $ 900.5 $2,556.4
Backlog $3,963.8 $3,705.0 $3,738.2 $3,845.0 $3,845.0
Sales $ 596.0 $ 623.7 $ 617.0 $ 760.1 $2,596.8
Operating Profit (Loss) $ 52.0 $ 49.8 $ 52.9 $ (71.2) $ 83.5
Operating Profit Margin 8.7% 8.0% 8.6% -9.4% 3.2%
GOVERNMENT AND
ENVIRONMENTAL SERVICES
Orders $ 63.2 $ 63.7 $ 67.1 $ 120.1 $ 314.1
Backlog $ 36.5 $ 41.3 $ 42.6 $ 87.3 $ 87.3
Sales $ 76.5 $ 81.6 $ 85.0 $ 95.2 $ 338.3
Operating Profit (Loss) $ 19.7 $ 21.2 $ 11.9 $ (20.1) $ 32.7
Operating Profit Margin 25.8% 26.0% 14.0% -21.1% 9.7%
THERMO KING
Orders $ 223.0 $ 175.4 $ 175.8 $ 191.8 $ 766.0
Backlog $ 173.8 $ 159.9 $ 149.4 $ 159.2 $ 159.2
Sales $ 174.6 $ 188.8 $ 180.3 $ 175.5 $ 719.2
Operating Profit (Loss) $ 25.7 $ 31.4 $ 27.3 $ 24.7 $ 109.1
Operating Profit Margin 14.7% 16.6% 15.1% 14.1% 15.2%
ENERGY SYSTEMS
Orders $ 293.2 $ 749.6 $ 180.0 $ 266.1 $1,488.9
Backlog $2,470.3 $2,934.1 $2,733.5 $2,580.4 $2,580.4
Sales $ 314.6 $ 307.1 $ 287.5 $ 405.1 $1,314.3
Operating Profit (Loss) $ 46.8 $ 14.8 $ 10.3 $ (131.0) $ (59.1)
Operating Profit Margin 14.9% 4.8% 3.6% -32.3% -4.5%
POWER GENERATION
Orders $ 547.2 $ 403.8 $ 414.7 $ 873.3 $2,239.0
Backlog $2,161.0 $2,162.2 $2,200.8 $2,342.5 $2,342.5
Sales $ 388.9 $ 422.9 $ 375.4 $ 599.3 $1,786.5
Operating Profit (Loss) $ (23.1) $ 30.2 $ 11.3 $ (41.2) $ (22.8)
Operating Profit Margin -5.9% 7.1% 3.0% -6.9% -1.3%
THE KNOLL GROUP
Orders $ 117.1 $ 122.7 $ 125.3 $ 153.9 $ 519.0
Backlog $ 95.5 $ 93.9 $ 86.3 $ 107.9 $ 107.9
Sales $ 119.2 $ 126.9 $ 126.2 $ 137.5 $ 509.8
Operating Profit (Loss) $ (10.2) $ (6.7) $ (7.6) $ (14.5) $ (39.0)
Operating Profit Margin -8.6% -5.3% -6.0% -10.5% -7.7%
</TABLE>
Page 15 of 16 Pages
<PAGE> 2
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
(in millions) 1993 BY QUARTER
(unaudited)
<TABLE>
<CAPTION>
Twelve
Three Months Ended Months Ended
March 31 June 30 Sept. 30 Dec. 31 Dec. 31
1993 1993 1993 1993 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
WCI COMMUNITIES, INC.
Orders $ 43.9 $ 48.8 $ 54.3 $ 105.8 $ 252.8
Backlog - - - - -
Sales $ 43.9 $ 48.8 $ 54.3 $ 105.8 $ 252.8
Operating Profit (Loss) $ 10.8 $ 13.6 $ 14.5 $ 21.7 $ 60.6
Operating Profit Margin 24.6% 27.9% 26.7% 20.5% 24.0%
OTHER BUSINESSES
Orders $ 132.1 $ 137.7 $ 144.4 $ 126.9 $ 541.1
Backlog $ 805.3 $ 808.3 $ 807.4 $ 770.3 $ 770.3
Sales $ 129.8 $ 134.0 $ 136.4 $ 143.6 $ 543.8
Operating Profit (Loss) $ (1.6) $ (8.6) $ (2.5) $ (51.5) $ (64.2)
Operating Profit Margin -1.2% -6.4% -1.8% -35.9% -11.8%
CORPORATE AND OTHER
Orders $ 18.5 $ 29.2 $ 19.7 $ 44.9 $ 112.3
Backlog $ 52.1 $ 56.7 $ 52.3 $ 72.0 $ 72.0
Sales $ 33.5 $ 39.7 $ 39.2 $ 51.3 $ 163.7
Operating Profit (Loss) $ (0.3) $ (10.4) $ (6.9) $ (81.9) $ (99.5)
Operating Profit Margin -0.9% -26.2% -17.6% -159.6% -60.8%
INTERSEGMENT
Orders $ (40.2) $ (42.8) $ (36.0) $ (48.0) $ (167.0)
Backlog $ (18.0) $ (22.5) $ (40.8) $ (31.1) $ (31.1)
Sales $ (36.3) $ (37.8) $ (36.3) $ (52.4) $ (162.8)
TOTAL - CONTINUING OPERATIONS
Orders $2,205.3 $2,283.1 $1,991.5 $2,955.0 $9,434.9
Backlog $9,740.3 $9,938.9 $9,769.7 $9,933.5 $9,933.5
Sales $2,019.4 $2,154.4 $2,060.2 $2,640.7 $8,874.7
Operating Profit (Loss) $ 146.3 $ 184.9 $ 143.0 $ (327.9) $ 146.3
Operating Profit Margin 7.2% 8.6% 6.9% -12.4% 1.6%
</TABLE>
<TABLE>
<CAPTION>
RESTRUCTURING AND OTHER RELATED CHARGES
INCLUDED IN SEGMENT OPERATING PROFIT: Three Twelve
Months Ended Months Ended
Dec. 31 Dec. 31
1993 1993
---- ----
<S> <C> <C>
Broadcasting $ 11.5 $ 11.5
Electronic Systems $136.6 $136.6
Government and Environmental Services $ 32.0 $ 32.0
Thermo King $ 0.0 $ 0.0
Energy Systems $170.2 $170.2
Power Generation $126.3 $126.3
The Knoll Group $ 8.8 $ 8.8
WCI Communities, Inc. $ 4.0 $ 4.0
Other Businesses $ 5.6 $ 5.6
Corporate and Other $ 60.0 $ 60.0
Total - Continuing Operations $555.0 $555.0
</TABLE>
Page 16 of 16 Pages
