<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): August 6, 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)
<PAGE> 2
Item 5. OTHER EVENTS
------------
On August 6, 1996, the Registrant issued a press release concerning
earnings for the quarter and six months ended June 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
six months ended June 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 six months ended June 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 three months and six months
ended June 30, 1996 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.
<TABLE>
<S> <C>
99.1 Press Release concerning earnings of the Registrant for the
quarter and six months ended June 30, 1996 is filed as Exhibit
99.1 to this Report.
99.2 Condensed Consolidated Statement of Income for the three
months and six months ended June 30, 1996 and 1995 is filed as
Exhibit 99.2 to this Report.
99.3 Segment Results for the three months and six months ended June
30, 1996 and 1995 is filed as Exhibit 99.3 to this Report.
99.4 Special items included in results of operations for the three
months and six months ended June 30, 1996 is filed as Exhibit
99.4 to this Report.
</TABLE>
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: August 6, 1996
<PAGE> 3
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description Sequential Page No.
- ----------- ----------- -------------------
<S> <C> <C>
99.1 Press Release
99.2 Condensed Consolidated
Statement of Income for
the three months and six
months ended June 30, 1996
and 1995.
99.3 Segment Results for the
three months and six months
ended June 30, 1996 and 1995
99.4 Special items included in
results of operations for the
three months and six months
ended June 30, 1996.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
WESTINGHOUSE LETTERHEAD
Contact: Kevin J. Ramundo
Telephone: (412) 642-4989
WESTINGHOUSE REPORTS SECOND QUARTER RESULTS
- BROADCASTING OPERATING RESULTS UP SIGNIFICANTLY
- PREVIOUSLY DISCLOSED ENVIRONMENTAL CHARGE REDUCES NET INCOME BY $116 MILLION
PITTSBURGH, August 6, 1996 - Westinghouse Electric Corporation (NYSE:
WX) reported a second quarter net loss of $89 million, or $.20 per share,
compared with net income of $59 million, or $.12 per share, in the year-ago
quarter. The results for the current quarter included a non-cash $116 million
charge on an after-tax basis, or $.26 per share, for environmental remediation
costs based on conclusions from a previously announced environmental study. The
charge is not expected to have a near-term cash impact.
Excluding the environmental charge, the company's income from
continuing operations rose slightly to $27 million, or $.06 per share, compared
to $25 million, or $.03 per share, last year.
For the first half, Westinghouse had net income of $92 million, or
$.21 per share, compared to $74 million, or $.12 per share, last year. The
results for the first half of 1996 included a net favorable impact of $191
million, or $.44 per share, from special items, including the gain from the
sale of the defense electronics business.
1
<PAGE> 2
WESTINGHOUSE/CBS GROUP
Westinghouse's broadcasting group reported earnings before interest,
taxes, depreciation, and amortization (EBITDA) of $267 million, compared to $71
million in the year-ago quarter. This comparison does not include CBS in last
year's second quarter.
On a proforma basis, which includes CBS results in the year-ago
quarter, sales increased approximately 3 percent to $1.1 billion and EBITDA
rose 8 percent over last year, excluding the benefit from purchase price
accounting. Results in radio were particularly strong as EBITDA increased 32
percent, reflecting an 11-percent rise in sales and lower costs. EBITDA for the
network also increased as higher prices compared to the year-ago quarter and
increased syndication revenues offset lower ratings and increased programming
and affiliate compensation cost. The television stations were down from last
year despite considerable progress in reducing costs. Station performance was
hurt by lower network ratings and a late 1995 station swap.
In commenting on broadcasting results during the quarter, Michael H.
Jordan, the company's chairman and chief executive officer, said, "We are
making significant progress in our broadcasting group, both operationally and
strategically. We are particularly pleased with the strong performance turned
in by our radio group. Its performance bolsters our view that the radio group
is an exceptional growth vehicle."
THE INDUSTRIES AND TECHNOLOGY GROUP
Sales in the Industries and Technology Group were down slightly from
last year as lower revenues in Energy Systems and Thermo King more than offset
higher sales in Power Generation. Profits were lower than last year largely due
to reduced outage services in Energy Systems and the impact of lower prices in
the power generation backlog and an unfavorable sales mix. Profits at Thermo
King were comparable to last year as significant cost savings offset lower
revenues.
2
<PAGE> 3
In the industrial group, according to Mr. Jordan, "We continue to
strengthen our position in the face of difficult market conditions through cost
reduction and restructuring activities. In Power Generation, a 27 percent
increase in orders during the first half to $1.2 billion is solid evidence of
the effectiveness of our strategy for growth."
OUTLOOK
Westinghouse expects that the third quarter results compared to the
second quarter will be down due to anticipated weakness at the CBS Network
reflecting the costs of covering the presidential conventions and lower ratings
and pricing due to competition from the Olympics broadcast. In addition,
softness in the demand for outage services in Energy Systems is expected to
continue and adversely affect profitability.
Commenting on the company's strategic moves during the first half, Mr.
Jordan said, "The acquisition of Infinity Broadcasting will dramatically
broaden our position in the attractive radio sector. Recent investments in
talent and new programming ventures are revitalizing the CBS television network
and station group. Increased commitment to content ownership will provide
long-term opportunities in syndication and cable programming. And the
strengthening of the senior management team and restructuring activities in our
Industries and Technology Group will enhance these businesses for the future."
Mr. Jordan added, "We continue to view 1996 as a transition year. We
are pleased with the progress we have made integrating CBS, and we look forward
to completing the Infinity acquisition and finalizing the evaluation of
alternatives for separating the broadcasting and industrial businesses."
3
<PAGE> 1
EXHIBIT 99.2
WESTINGHOUSE ELECTRIC CORPORATION
EARNINGS INFORMATION
1996 AND 1995 BY QUARTER
(unaudited)
<TABLE>
<CAPTION>
(in millions except per share data) Three Months Ended Six Months Ended
June 30 June 30
-------------------- --------------------
1996 1995 1996 1995
-------------------- --------------------
<S> <C> <C> <C> <C>
Sales and operating revenues $ 2,224 $ 1,445 $ 4,180 $ 2,647
Operating costs and expenses (2,254) (1,357) (5,066) (2,525)
------- ------- ------- -------
Operating profit (30) 88 (886) 122
Operating profit margin -1.3% 6.1% -21.2% 4.6%
Other income and expenses, net 7 1 (139) (1)
Interest expense (109) (47) (255) (95)
------- ------- ------- -------
Income (loss) from Continuing Operations before
income taxes and minority interest (132) 42 (1,280) 26
Income taxes 44 (14) 429 (5)
Effective tax rate 33.0% 32.4% 33.5% 16.9%
Minority interest (1) (3) (2) (5)
------- ------- ------- -------
Income (loss) from Continuing Operations (89) 25 (853) 16
------- ------- ------- -------
Discontinued Operations, net of income taxes:
Income (loss) from Discontinued Operations -- 34 (10) 58
Estimated gain (loss) on disposal of Discontinued
Operations -- -- 1,018 --
------- ------- ------- -------
Income (loss) Discontinued Operations -- 34 1,008 58
Extraordinary item:
Loss on early extinguishment of debt -- -- (63) --
------- ------- ------- -------
Net Income (loss) ($89) $59 $92 $74
======= ======= ======= =======
Dividend requirements for Series B
preferred stock -- 12 -- 25
Net income (loss) applicable to common stock ($89) $47 $92 $49
======= ======= ======= =======
Average shares outstanding 443 399 441 398
Earnings (loss) per common share:
Continuing Operations ($0.20) $0.03 ($1.94) ($0.02)
Discontinued Operations $0.00 $0.09 $2.29 $0.14
Extraordinary item $0.00 $0.00 ($0.14) $0.00
------- ------- ------- -------
Earnings (loss) per common share ($0.20) $0.12 $0.21 $0.12
======= ======= ======= =======
</TABLE>
<PAGE> 1
EXHIBIT 99.3
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
SECOND QUARTER
($ in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1996 1995 % CHANGE 1996 1995 % CHANGE
---- ---- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
TOTAL BROADCASTING:
TV
Orders 226 90 151.1% 414 164 152.4%
Backlog -- -- -- -- -- --
Sales 226 90 151.1% 414 164 152.4%
Operating Profit (Loss) 90 42 114.3% 144 68 111.8%
OP (Loss) without Special Items 90 42 114.3% 144 68 111.8%
OP Margin w/o Special Items 39.8% 46.7% N/A 34.8% 41.5% N/A
Depreciation & Amortization 11 2 450.0% 25 5 400.0%
Capital Expenditures 4 3 33.3% 6 3 100.0%
EBITDA without Special Items 101 44 129.5% 169 73 131.5%
NETWORK
Orders 681 0 N/A 1,447 0 N/A
Backlog -- -- -- -- -- --
Sales 681 0 N/A 1,447 0 N/A
Operating Profit (Loss) 87 0 N/A 87 0 N/A
OP (Loss) without Special Items 87 0 N/A 87 0 N/A
OP Margin w/o Special Items 12.8% N/A N/A 6.0% N/A N/A
Depreciation & Amortization 20 0 N/A 30 0 N/A
Capital Expenditures 16 0 N/A 16 0 N/A
EBITDA without Special Items 107 0 N/A 117 0 N/A
RADIO
Orders 145 50 190.0% 266 93 186.0%
Backlog -- -- -- -- -- --
Sales 145 50 190.0% 266 93 186.0%
Operating Profit (Loss) 47 16 193.8% 67 23 191.3%
OP (Loss) without Special Items 47 16 193.8% 67 23 191.3%
OP Margin w/o Special Items 32.4% 32.0% N/A 25.2% 24.7% N/A
Depreciation & Amortization 8 4 100.0% 18 8 125.0%
Capital Expenditures 2 1 100.0% 2 2 0.0%
EBITDA without Special Items 55 20 175.0% 85 31 174.2%
OTHER BROADCASTING
Orders 48 43 11.6% 91 77 18.2%
Backlog -- -- -- -- -- --
Sales 48 43 11.6% 91 77 18.2%
Operating Profit (Loss) (32) 5 -740.0% (104) 5 -2180.0%
OP (Loss) without Special Items (32) 5 -740.0% (63) 5 -1360.0%
OP Margin w/o Special Items -66.7% 11.6% N/A -69.2% 6.5% N/A
Depreciation & Amortization 36 2 1700.0% 69 4 1625.0%
Capital Expenditures 13 2 550.0% 13 3 333.3%
EBITDA without Special Items 4 7 -42.9% 6 9 -33.3%
TOTAL BROADCASTING
Orders 1,100 183 501.1% 2,218 334 564.1%
Backlog -- -- -- -- -- --
Sales 1,100 183 501.1% 2,218 334 564.1%
Operating Profit (Loss) 192 63 204.8% 194 96 102.1%
OP (Loss) without Special Items 192 63 204.8% 235 96 144.8%
OP Margin w/o Special Items 17.5% 34.4% N/A 10.6% 28.7% N/A
Depreciation & Amortization 75 8 837.5% 142 17 735.3%
Capital Expenditures 35 6 483.3% 37 8 362.5%
EBITDA without Special Items 267 71 276.1% 377 113 233.6%
</TABLE>
<PAGE> 2
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
SECOND QUARTER
($ in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1996 1995 % CHANGE 1996 1995 % CHANGE
---- ---- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
TOTAL POWER SYSTEMS:
ENERGY SYSTEMS
Orders 337 281 19.9% 659 658 0.2%
Backlog 3,217 3,376 -4.7% 3,217 3,376 -4.7%
Sales 304 332 -8.4% 535 616 -13.1%
Operating Profit (Loss) 2 27 -92.6% (24) 33 -172.7%
OP (Loss) without Special Items 13 33 -60.6% 8 39 -79.5%
OP Margin w/o Special Items 4.3% 9.9% N/A 1.5% 6.3% N/A
Depreciation & Amortization 12 12 0.0% 24 25 -4.0%
Capital Expenditures 7 8 -12.5% 14 13 7.7%
EBITDA without Special Items 25 45 -44.4% 32 64 -50.0%
POWER GENERATION
Orders 699 358 95.3% 1,187 937 26.7%
Backlog 3,419 2,844 20.2% 3,419 2,844 20.2%
Sales * 465 440 5.7% 742 762 -2.6%
Operating Profit (Loss) (20) (13) -53.8% (245) (44) -456.8%
OP (Loss) without Special Items (20) (13) -53.8% (62) (44) -40.9%
OP Margin w/o Special Items -4.3% -3.0% N/A -8.4% -5.8% N/A
Depreciation & Amortization 9 12 -25.0% 23 23 0.0%
Capital Expenditures 6 14 -57.1% 12 18 -33.3%
EBITDA without Special Items (11) (1) -1000.0% (39) (21) -85.7%
OTHER POWER SYSTEMS
Orders (11) (9) -22.2% (114) (13) -776.9%
Backlog (636) (606) -5.0% (636) (606) -5.0%
Sales (37) (28) -32.1% (87) (65) -33.8%
Operating Profit (Loss) (17) (17) 0.0% (323) (31) -941.9%
OP (Loss) without Special Items (17) (17) 0.0% (34) (31) -9.7%
OP Margin w/o Special Items 45.9% 60.7% N/A 39.1% 47.7% N/A
Depreciation & Amortization 0 0 N/A 0 0 N/A
Capital Expenditures 0 0 N/A 0 0 N/A
EBITDA without Special Items (17) (17) 0.0% (34) (31) -9.7%
TOTAL POWER SYSTEMS
Orders 1,025 630 62.7% 1,732 1,582 9.5%
Backlog 6,000 5,614 6.9% 6,000 5,614 6.9%
Sales * 732 744 -1.6% 1,190 1,313 -9.4%
Operating Profit (Loss) (35) (3) -1066.7% (592) (42) -1309.5%
OP (Loss) without Special Items (24) 3 -900.0% (88) (36) -144.4%
OP Margin w/o Special Items -3.3% 0.4% N/A -7.4% -2.7% N/A
Depreciation & Amortization 21 24 -12.5% 47 48 -2.1%
Capital Expenditures 13 22 -40.9% 26 31 -16.1%
EBITDA without Special Items (3) 27 -111.1% (41) 12 -441.7%
THERMO KING
Orders 244 280 -12.9% 532 592 -10.1%
Backlog 162 307 -47.2% 162 307 -47.2%
Sales 265 284 -6.7% 522 557 -6.3%
Operating Profit (Loss) 46 47 -2.1% 91 91 0.0%
OP (Loss) without Special Items 46 47 -2.1% 91 91 0.0%
OP Margin w/o Special Items 17.4% 16.5% N/A 17.4% 16.3% N/A
Depreciation & Amortization 4 4 0.0% 8 8 0.0%
Capital Expenditures 2 6 -66.7% 6 12 -50.0%
EBITDA without Special Items 50 51 -2.0% 99 99 0.0%
</TABLE>
*First quarter 1996 sales were reduced by a $180 million one-time
adjustment to previous accounting for certain long-term contracts.
<PAGE> 3
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
SECOND QUARTER
($ in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1996 1995 % CHANGE 1996 1995 % CHANGE
---- ---- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
GOVERNMENT OPERATIONS
Orders 1 7 -85.7% 2 12 -83.3%
Backlog 23 61 -62.3% 23 61 -62.3%
Sales 26 34 -23.5% 51 61 -16.4%
Operating Profit (Loss) 13 19 -31.6% 31 34 -8.8%
OP (Loss) without Special Items 13 19 -31.6% 31 34 -8.8%
OP Margin w/o Special Items 50.0% 55.9% N/A 60.8% 55.7% N/A
Depreciation & Amortization 2 0 N/A 2 0 N/A
Capital Expenditures 1 1 0.0% 2 1 100.0%
EBITDA without Special Items 15 19 -21.1% 33 34 -2.9%
COMMUNICATION & INFORMATION
SYSTEMS
Orders 83 79 5.1% 156 163 -4.3%
Backlog 88 153 -42.5% 88 153 -42.5%
Sales 86 81 6.2% 168 151 11.3%
Operating Profit (Loss) 0 (1) 100.0% (42) 1 -4300.0%
OP (Loss) without Special Items 0 (1) 100.0% (1) 1 -200.0%
OP Margin w/o Special Items 0.0% -1.2% N/A -0.6% 0.7% N/A
Depreciation & Amortization 10 2 400.0% 19 5 280.0%
Capital Expenditures 2 1 100.0% 3 2 50.0%
EBITDA without Special Items 10 1 900.0% 18 6 200.0%
CORPORATE & OTHER
Orders 33 111 -70.3% 70 247 -71.7%
Backlog 44 88 -50.0% 44 88 -50.0%
Sales 34 139 -75.5% 67 272 -75.4%
Operating Profit (Loss) (246) (37) -564.9% (568) (58) -879.3%
OP (Loss) without Special Items (82) (37) -121.6% (156) (58) -169.0%
OP Margin w/o Special Items -241.2% -26.6% N/A -232.8% -21.3% N/A
Depreciation & Amortization 4 7 -42.9% 11 15 -26.7%
Capital Expenditures 2 4 -50.0% 3 9 -66.7%
EBITDA without Special Items (78) (30) -160.0% (145) (43) -237.2%
INTERSEGMENT
Orders (19) (18) -5.6% (37) (39) 5.1%
Backlog (6) (10) 40.0% (6) (10) 40.0%
Sales (19) (20) 5.0% (36) (41) 12.2%
TOTAL CONTINUING OPERATIONS
Orders 2,467 1,272 93.9% 4,673 2,891 61.6%
Backlog 6,311 6,213 1.6% 6,311 6,213 1.6%
Sales * 2,224 1,445 53.9% 4,180 2,647 57.9%
Operating Profit (Loss) (30) 88 -134.1% (886) 122 -826.2%
OP (Loss) without Special Items 145 94 54.3% 112 128 -12.5%
OP Margin w/o Special Items 6.5% 6.5% N/A 2.7% 4.8% N/A
Depreciation & Amortization 116 45 157.8% 229 93 146.2%
Capital Expenditures 55 40 37.5% 77 63 22.2%
EBITDA without Special Items 261 139 87.8% 341 221 54.3%
</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
FIRST AND SECOND QUARTERS 1996
(in millions except per share amounts) (unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1996 JUNE 30, 1996
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)
Litigation matters -- (486)
Impairment of assets -- (54)
Environmental remediation activities ($175) (175)
Contract accounting adjustments -- (128)
Other -- (30)
------- ---------
Total impact on operating profit (175) ($116) (998) ($663)
Other income and expense:
Loss on assets held for sale -- -- (152) (101)
------- --------- --------- ---------
Total impact on Continuing Operations (175) (116) ($0.26) (1,150) (764) ($1.74)
DISCONTINUED OPERATIONS:
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 on disposal of businesses -- -- 1,018 2.32
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt -- -- (63) (0.14)
--------- --------- --------- ---------
NET AMOUNT OF SPECIAL ITEMS ($116) ($0.26) $191 $0.44
========= ========= ========= =========
</TABLE>
