<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 14, 1997
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
- ------------------------------------------------------------------------------
(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 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
<PAGE> 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.
<PAGE> 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 -
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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 -
<PAGE> 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 -
<PAGE> 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##
<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
-------------------- ---------------------
1997 1996 1997 1996
-------------------- ---------------------
<S> <C> <C> <C> <C>
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
======= ======= ======= =======
</TABLE>
<PAGE> 1
Exhibit 99.3
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
THIRD QUARTER 1997 REPORT
($ in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 % Change 1997 1996 % Change
---- ---- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
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%
</TABLE>
<PAGE> 2
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
THIRD QUARTER 1997 REPORT
($ in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 % Change 1997 1996 % Change
---- ---- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
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%
</TABLE>
<PAGE> 3
WESTINGHOUSE ELECTRIC CORPORATION
SEGMENT INFORMATION
THIRD QUARTER 1997 REPORT
($ in millions) (unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 % Change 1997 1996 % Change
---- ---- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
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%
</TABLE>
WELCO and Thermo King are reported
as Discontinued Operations for all
periods.
<PAGE> 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)
<TABLE>
<CAPTION>
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
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
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)
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Total WELCO special items -- -- -- $(905) $(588) $ (1.33)
===== ===== ===== ======= ====== =======
</TABLE>
