<PAGE> 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
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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
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(Address of principal executive offices; zip code)
(412) 244-2000
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(Registrant's Telephone No., including area code)
<PAGE> 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
<PAGE> 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.
<PAGE> 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--
<PAGE> 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 --
<PAGE> 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.
# # # #
<PAGE> 1
Exhibit 99.2
WESTINGHOUSE ELECTRIC CORPORATION
EARNINGS INFORMATION
THIRD QUARTER
(unaudited)
<TABLE>
<CAPTION>
(in millions except per share data) Three Months Ended Nine Months Ended
Sept 30 Sept 30
---------------------- -----------------------
1996 1995 1996 1995
--------------------- -----------------------
<S> <C> <C> <C> <C>
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 ($0.03)
======= ======= ======= =======
</TABLE>
<PAGE> 1
Exhibit 99.3
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
THIRD QUARTER
($ in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 % Change 1996 1995 % Change
---- ---- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
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%
</TABLE>
<PAGE> 2
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
THIRD QUARTER
($ in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 % Change 1996 1995 % Change
---- ---- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
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%
</TABLE>
*First quarter 1996 sales were reduced by a $180 million one-time
adjustment to previous accounting for certain long-term contracts.
<PAGE> 3
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
THIRD QUARTER
($ in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 % Change 1996 1995 % Change
---- ---- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
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%
</TABLE>
*First quarter 1996 sales were reduced by a $180 million one-time
adjustment to previous accounting for certain long-term contracts.
<PAGE> 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)
<TABLE>
<CAPTION>
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
------ --------- --------- ------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
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)
===== ===== ===== ======
</TABLE>
