<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): April 25, 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)
<PAGE> 2
Item 5. Other Events
------------
On April 25, 1997, the Registrant issued a press release concerning
earnings for the quarter ended March 31, 1997. 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 ended March 31,
1997 and 1996 is attached hereto as Exhibit 99.2 and is incorporated herein in
its entirety. A copy of the segment financial results for the three months
ended March 31, 1997 and 1996 is attached hereto as Exhibit 99.3 and is
incorporated herein in its entirety. A copy of the special items included in
results of operations for the three months ended March 31, 1997 and 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
<TABLE>
<CAPTION>
Exhibit No.
<S> <C>
99.1 Press Release concerning earnings of the Registrant for the
quarter ended March 31, 1997 is filed as Exhibit 99.1 to this
Report.
99.2 Condensed Consolidated Statement of Income for the three
months ended March 31, 1997 and 1996 is filed as Exhibit 99.2
to this Report.
99.3 Segment Results for the three months ended March 31, 1997 and
1996 is filed as Exhibit 99.3 to this Report.
99.4 Special items included in results of operations for the three
months ended March 31, 1997 and 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: April 25, 1997
<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 ended
March 31, 1997 and 1996.
99.3 Segment Results for the
three months ended March 31,
1997 and 1996.
99.4 Special items included in
results of operations for the
three months ended March 31,
1997 and 1996.
</TABLE>
<PAGE> 1
Exhibit 99.1
[LOGO]
Westinghouse Public Relations Westinghouse Electric Corporation
Westinghouse Building, Gateway Center
Pittsburgh, Pennsylvania 15222
Contact: Jack Bergen or Kevin Ramundo
Telephone: (412) 642-4989
FOR USE: IMMEDIATE
WESTINGHOUSE REPORTS 1997 FIRST QUARTER RESULTS
Pittsburgh, April 25, 1997 -- Westinghouse Electric Corporation
(NYSE:WX) reported a loss from continuing operations of $151 million, or $.23
per share, for the quarter ended March 31, 1997, compared to last year's first
quarter loss from continuing operations of $114 million, or $.26 per share,
excluding special items in the year-ago quarter. The net loss for the current
quarter of $151 million narrowed slightly from last year's net loss of $165
million, or $.38 per share, excluding special items. With the addition of
revenues from the year-end 1996 acquisition of Infinity Broadcasting, sales
increased 18 percent to $2.2 billion.
WESTINGHOUSE/CBS GROUP
In the first quarter, Westinghouse's media group reported earnings
before interest, taxes, depreciation and amortization (EBITDA) of $110 million,
equal to the year-ago quarter. Infinity's contribution to EBITDA for the
quarter was offset by a decrease at the television network, due to ratings
softness and a less favorable effect of purchase price accounting for program
rights. On a proforma basis, for the first quarter of 1997, sales in the media
group increased 5 percent.
Sales for the CBS radio group increased 18 percent, substantially
outperforming the radio industry. Even more significantly, EBITDA of $91
million increased 38 percent on a proforma basis.
<PAGE> 2
WESTINGHOUSE REPORTS 1997 FIRST QUARTER RESULTS
At the TV network, EBITDA decreased due to lower audience levels in
key demographic categories and cost increases primarily associated with sports
and special events. Importantly, CBS is growing share in its target Adult 25-54
viewing audience.
On a same station basis, television revenues declined 4 percent. Last
year's first quarter benefited from political advertising. Despite lower
revenues, EBITDA was comparable to last year, due to cost reductions and other
improvements at the TV stations.
For other media businesses, which include Eyemark and CBS Cable
(formerly Group W Satellite Communications), EBITDA declined $7 million
compared with last year's first quarter. These results include a loss of $10
million resulting from the expansion of the CBS TeleNoticias cable network and
the development and launch of Eye On People, a new cable channel that debuted
on March 31, 1997.
Commenting on the media businesses, Michael H. Jordan, the company's
chairman and chief executive officer, said: "CBS Radio exceeded our most
optimistic expectations, and is setting the pace of growth for the entire
industry. At the CBS TV network, demographic ratings are beginning to improve,
positioning us well for the 1997-1998 advertising market. At our television
stations, it is apparent that the extensive actions underway are beginning to
have a positive effect, with ten of our 14 stations showing higher EBITDA
performance. We look forward to rounding out our strong media franchise by
completing the acquisition of The Nashville Network and Country Music
Television later this year."
2
<PAGE> 3
WESTINGHOUSE REPORTS 1997 FIRST QUARTER RESULTS
THE INDUSTRIES AND TECHNOLOGY GROUP
Sales in the Industries and Technology Group decreased slightly
compared to a year ago, excluding a one-time contract accounting adjustment at
Power Generation. The group had an operating loss of $59 million, compared to a
$1 million loss in the year-ago quarter, excluding special charges in 1996.
Approximately $50 million of the current loss related to a reevaluation of a
complex international project at Energy Systems. While the company continues to
anticipate positive margins on the total project, this adjustment was made to
reflect project delays and changes in scope to the multi-year contract.
At Power Systems, which includes the Power Generation and Energy
Systems businesses, sales decreased 4 percent, while the operating loss grew
$52 million compared to last year. At Power Generation, service sales drove
revenues up nearly 4 percent, while cutting the business unit's operating loss
7 percent. Sales and operating profit declined at Energy Systems, primarily
due to the previously mentioned adjustment. Orders for Power Systems decreased
due to delays in international project closings and to a large nuclear fuel
reload order that occurred in the first quarter of 1996.
While Thermo King revenues declined slightly from a year ago due
primarily to the strong U.S. dollar and weak North American truck and trailer
sales, operating profit increased 4 percent. Profitability was enhanced by last
year's two European acquisitions as well as material cost and productivity
improvements. Thermo King's orders increased 5 percent over last year's first
quarter due to a large container order and strong service parts business.
3
<PAGE> 4
WESTINGHOUSE REPORTS 1997 FIRST QUARTER RESULTS
Commenting on the Industries and Technology Group's performance and
prospects, Mr. Jordan said: "Increasing service revenues and the positive
impact of last year's restructuring encourage us that the industrial businesses
are making strong progress in focusing their business strategies and operations
for profitable growth. This will better prepare them for success as an
independent company after the split of Westinghouse into separate media and
industrial companies later this year."
April 25, 1997
<PAGE> 1
EXHIBIT 99.2
WESTINGHOUSE ELECTRIC CORPORATION
EARNINGS INFORMATION
FIRST QUARTER
(unaudited)
<TABLE>
<CAPTION>
(in millions except per share data) Three Months Ended
March 31
--------------------------------
1997 1996
--------------------------------
<S> <C> <C>
Sales and operating revenues $2,223 $1,883
Operating costs and expenses (2,353) (2,697)
------ ------
Operating loss (130) (814)
Other income and expenses, net 34 (146)
Interest expense (114) (146)
------ ------
Loss from Continuing Operations before
income taxes and minority interest (210) (1,106)
Income tax benefit 59 384
Effective tax rate 28.2% 34.7%
Minority interest -- (1)
------ ------
Loss from Continuing Operations (151) (723)
------ ------
Discontinued Operations, net of income taxes:
Loss from Discontinued Operations -- (51)
Estimated gain on disposal of Discontinued
Operations -- 1,018
------ ------
Income from Discontinued Operations -- 967
------ ------
Extraordinary item:
Loss on early extinguishment of debt -- (63)
------ ------
Net income (loss) ($151) $181
====== ======
Average shares outstanding 642 439
Earnings (loss) per common share:
Continuing Operations ($0.23) ($1.65)
Discontinued Operations $0.00 $2.20
Extraordinary item $0.00 ($0.14)
------ ------
Earnings (loss) per common share ($0.23) $0.41
====== ======
</TABLE>
<PAGE> 1
EXHIBIT 99.3
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
FIRST QUARTER 1997 REPORT
($ in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996 % Change
---- ---- --------
<S> <C> <C> <C>
TOTAL MEDIA:
TV
Orders 177 188 -5.9%
Backlog -- -- N/A
Sales 177 188 -5.9%
Operating Profit (Loss) 56 54 3.7%
OP (Loss) without Special Items 56 54 3.7%
OP Margin w/o Special Items 31.6% 28.7% N/A
Depreciation & Amortization 11 14 -21.4%
Capital Expenditures 2 3 -33.3%
EBITDA without Special Items 67 68 -1.5%
NETWORK
Orders 793 766 3.5%
Backlog -- -- N/A
Sales 793 766 3.5%
Operating Profit (Loss) (60) -- N/A
OP (Loss) without Special Items (60) -- N/A
OP Margin w/o Special Items -7.6% -- N/A
Depreciation & Amortization 16 10 60.0%
Capital Expenditures 9 14 -35.7%
EBITDA without Special Items (44) 10 -540.0%
RADIO
Orders 313 121 158.7%
Backlog -- -- N/A
Sales 313 121 158.7%
Operating Profit (Loss) 47 20 135.0%
OP (Loss) without Special Items 47 20 135.0%
OP Margin w/o Special Items 15.0% 16.5% N/A
Depreciation & Amortization 44 10 340.0%
Capital Expenditures 3 1 200.0%
EBITDA without Special Items 91 30 203.3%
OTHER MEDIA BUSINESSES
Orders 60 49 22.4%
Backlog -- -- N/A
Sales 60 49 22.4%
Operating Profit (Loss) (4) 4 -200.0%
OP (Loss) without Special Items (4) 4 -200.0%
OP Margin w/o Special Items -6.7% 8.2% N/A
Depreciation & Amortization 4 3 33.3%
Capital Expenditures 6 1 500.0%
EBITDA without Special Items -- 7 -100.0%
OTHER
Orders (17) (6) -183.3%
Backlog -- -- N/A
Sales (17) (6) -183.3%
Operating Profit (Loss) (35) (76) 53.9%
OP (Loss) without Special Items (35) (35) --
OP Margin w/o Special Items 205.9% 583.3% N/A
Depreciation & Amortization 31 30 3.3%
Capital Expenditures 1 1 --
EBITDA without Special Items (4) (5) 20.0%
TOTAL MEDIA
Orders 1,326 1,118 18.6%
Backlog -- -- N/A
Sales 1,326 1,118 18.6%
Operating Profit (Loss) 4 2 100.0%
OP (Loss) without Special Items 4 43 -90.7%
OP Margin w/o Special Items 0.3% 3.8% N/A
Depreciation & Amortization 106 67 58.2%
Capital Expenditures 21 20 5.0%
EBITDA without Special Items 110 110 --
</TABLE>
<PAGE> 2
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
FIRST QUARTER 1997 REPORT
($ in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996 % Change
---- ---- --------
<S> <C> <C> <C>
TOTAL POWER SYSTEMS:
ENERGY SYSTEMS
Orders 246 322 -23.6%
Backlog 2,935 3,189 -8.0%
Sales 187 231 -19.0%
Operating Profit (Loss) (60) (26) -130.8%
OP (Loss) without Special Items (60) (5) -1100.0%
OP Margin w/o Special Items -32.1% -2.2% N/A
Depreciation & Amortization 12 12 --
Capital Expenditures 4 7 -42.9%
EBITDA without Special Items (48) 7 -785.7%
POWER GENERATION
Orders 219 488 -55.1%
Backlog 2,546 3,172 -19.7%
Sales* 474 277 71.1%
Operating Profit (Loss) (39) (225) 82.7%
OP (Loss) without Special Items (39) (42) 7.1%
OP Margin w/o Special Items -8.2% -15.2% N/A
Depreciation & Amortization 10 14 -28.6%
Capital Expenditures 11 6 83.3%
EBITDA without Special Items (29) (28) -3.6%
OTHER POWER SYSTEMS
Orders (8) (103) 92.2%
Backlog (539) (659) 18.2%
Sales (51) (50) -2.0%
Operating Profit (Loss) (17) (306) 94.4%
OP (Loss) without Special Items (17) (17) --
OP Margin w/o Special Items 33.3% 34.0% N/A
Depreciation & Amortization -- -- N/A
Capital Expenditures -- -- N/A
EBITDA without Special Items (17) (17) --
TOTAL POWER SYSTEMS
Orders 457 707 -35.4%
Backlog 4,942 5,702 -13.3%
Sales* 610 458 33.2%
Operating Profit (Loss) (116) (557) 79.2%
OP (Loss) without Special Items (116) (64) -81.3%
OP Margin w/o Special Items -19.0% -14.0% N/A
Depreciation & Amortization 22 26 -15.4%
Capital Expenditures 15 13 15.4%
EBITDA without Special Items (94) (38) -147.4%
THERMO KING
Orders 302 288 4.9%
Backlog 186 209 -11.0%
Sales 251 257 -2.3%
Operating Profit (Loss) 47 45 4.4%
OP (Loss) without Special Items 47 45 4.4%
OP Margin w/o Special Items 18.7% 17.5% N/A
Depreciation & Amortization 4 4 --
Capital Expenditures 4 4 --
EBITDA without Special Items 51 49 4.1%
</TABLE>
*First quarter 1996 sales were reduced by a $180
million one-time adjustment to previous accounting
for certain long-term contracts.
<PAGE> 3
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
FIRST QUARTER 1997 REPORT
($ in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996 % Change
---- ---- --------
<S> <C> <C> <C>
GOVERNMENT OPERATIONS
Orders 5 1 400.0%
Backlog 16 31 -48.4%
Sales 23 25 -8.0%
Operating Profit (Loss) 10 18 -44.4%
OP (Loss) without Special Items 10 18 -44.4%
OP Margin w/o Special Items 43.5% 72.0% N/A
Depreciation & Amortization -- -- N/A
Capital Expenditures -- 1 -100.0%
EBITDA without Special Items 10 18 -44.4%
TOTAL INDUSTRIES & TECHNOLOGY
Orders 764 996 -23.3%
Backlog 5,144 5,942 -13.4%
Sales* 884 740 19.5%
Operating Profit (Loss) (59) (494) 88.1%
OP (Loss) without Special Items (59) (1) -5800.0%
OP Margin w/o Special Items -6.7% -0.1% N/A
Depreciation & Amortization 26 30 -13.3%
Capital Expenditures 19 18 5.6%
EBITDA without Special Items (33) 29 -213.8%
CORPORATE & OTHER
Orders 16 40 -60.0%
Backlog 30 41 -26.8%
Sales 20 34 -41.2%
Operating Profit (Loss) (75) (322) 76.7%
OP (Loss) without Special Items (75) (74) -1.4%
OP Margin w/o Special Items -375.0% -217.6% N/A
Depreciation & Amortization 2 7 -71.4%
Capital Expenditures (1) 1 -200.0%
EBITDA without Special Items (73) (67) -9.0%
INTERSEGMENT
Orders (8) (9) 11.1%
Backlog (11) (8) -37.5%
Sales (7) (9) 22.2%
TOTAL CONTINUING OPERATIONS
Orders 2,098 2,145 -2.2%
Backlog 5,163 5,975 -13.6%
Sales* 2,223 1,883 18.1%
Operating Profit (Loss) (130) (814) 84.0%
OP (Loss) without Special Items (130) (32) -306.3%
OP Margin w/o Special Items -5.8% -1.7% N/A
Depreciation & Amortization 134 104 28.8%
Capital Expenditures 39 39 --
EBITDA without Special Items 4 72 -94.4%
</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
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(in millions except per share amounts) (unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1997 MARCH 31, 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 -- ($123)
Litigation matters -- (486)
Impairment of assets -- (15)
Environmental remediation activities -- --
Contract accounting adjustments -- (128)
Other -- (30)
--------- -------
Total impact on operating profit -- -- (782) ($510)
--------- -------
Other income and expense:
Loss on assets held for sale -- (152)
--------- -------
Total impact on other income & exp. -- -- (152) (99)
--------- --------- ------- -------
Total impact on Continuing Operations -- -- -- ($934) (609) ($1.39)
========= =======
DISCONTINUED OPERATIONS:
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 -- -- $346 $0.79
========= ======== ======= =======
</TABLE>
