Document 3Nox1Yz3MMj07DXnwyb1gNn8n

PIAINTKT'S . I EXHIBIT . 4618 15 VJH - 3Lo MOODY'S INDUSTRIAL MANUAL /<?# `flSTINGHOUSE ELECTRIC CORPORATION CAPITAL STRUCTURE Times LONG TERM DEBT Issue Rating 1. Debenture SVss, 1992 ............................................ A2 2. Debenture V*s, 1995 .............................................. A2 J. Convertible subordinated debenture 9s. 2009 ............................................................................. A3 4. Bank credit agreement. 1984 ............................................... 5. Other long-term debt.............................................................. demount Outstanding S54.JOO.OOOI 69.600.0001 200.000.000 ) 101.000.000) 142,400.000) Charges Earned 1984 1983 4.7J 4.00 Interest Dates [ A O l (M& S t 1F&AIS ................. (................. Call Price 0100.50 0102.25 0108.10 .......... .......... Price 1984 70`/8-62 82Vj-70Vs 108 -100*/, ............... ............... ,7 3 CAPITAL STOCK Par Amount Earned per Sh. Divs. perSh. Call Price Ran4^ Issue Value Outstanding 1984 I98J 1984 198J Price 1984 Common.................................................................................. SI.00 0174.770,576 shs. 0S5.O4 02.54 Sl.45 $1.80 .......... S28V-194 0Subiect to change; also callable for sinking fund, see text. jjAs reponed by Co. on average shares adjusted for 2-for-l split in May 1984. CSExclud portion. ^Offered Aug. 25. 1984. jjAiter 2-for-l spiit: before. S6V4-39V4. ^Includes $0.95 paid prior to 2-for-l split. HISTORY Incorporated in Pennsylvania. Began busi- ness as The Westinghouse Electric Co., which was incorporated on Jan. 8. 1886. In 1889. the charter of the Chat-tiers Improvement Co., which was incorporated in Pennsylvania on Apr. 9. 1872. with a capital of 450.000. was purchased and the name of Chartiers Im- In Nov. 1980. acquired an 80% interest in Westirvghouse International Power Home Theater Network. Inc. The agreement Company. Inc. <Del.) ,, provides for acquiring the remaining 20% Westinghouse International Service within the next five years with the aggregate ny. Limited (Del.) ,, price to be paid based upon a cash flow for- Wesunghouse International Te mula. Corp. (Del.) . During 1980. Westinghouse Broadcasting Westinghouse Nuclear Internal Co.. Inc. acquired UHF-TV station WTCK in (Del.) provement Co. was changed to Wesunghouse Charlotte. NC and FM stations KODA-FM in Wesunghouse Nuclear Espaoc Electric & Mfg. Co. and remained so until Houston and KOAX-FM in Dallas. Tex. ... (pel;) _ _, changed to present titie on May 10. 1945. Also in 1980. acquired 22% interest in Silico- Wesunghouse Overseas Service Osr Stock of the latter company was exchanged nix. Inc., increased to 42% during 1981. Wesunghouse Thermo King, S.A. (j for the stock of The Westinghouse Electric In Aug.. 1981 Westinghouse Broadcasting Ummauon Inc. (Del.) Corp. Subsequently acquired control of vanous companies, such as Walker Co.. Cleveland, Ohio; Bryant Electric Co. and Perkins Electric Switch Mfg. Co., in and before 1900; and various properties in 1915. 1916, 1917 and 1920. described in detail in Moody's 19J9 In- Co., a wholly-owned subsidiary of Co., ac- Joint Ventures: In Nov. 1972 Co ii|1 quired Teleprompter Corp. thru a payment of AG. of Essen. West Germany,-agreed; $646,000,000 (S58 per Teleprompter com. sh.). a Co., subsequently called Nuidearim Name changed to Group W Cable in 1982. G.m.b.H., to design and manufacture] In 1982 sold its 50% interest in Showtime. fuel assemblies for electric generating! in Nov. 1982 Westinghouse Broadcasting in Europe. Co. said the new Co. wall dustrial Manual. Co., a subsidiary, sold its radio station plant near Essen and expects to be: For acquisitions, mergers, etc., in1932-1960 WOWO to Price Communications Corp. ship fuel assemblies by 1975. Steag inclusive, see Moody's 1968 Industrial Manu- In Dec. 1980. acquired Hittman Nuclear and electricity in West Germany, al. Development Corp. for S13.900.000. In 1981, Co. agTeed with Sifco On June 30. 1961, acquired Thermo King In 1983 sold its lamp business to North Inc. to form a joint venture to r Corp.. Minneapolis, for 746.667 shares. American Philips Corp. for approximately components of jet engines and In Apr.. 1962. acquired radio station WINS. $200 million in cash and notes. turbines. The venture* New York for Si0.000.000. In Jan. 1983. Co. acquired Unimation. Inc. Compoagnx SepiirM. rebuilds _ In Apr. 1963, acquired for 132.000 shares. Unimation stockholders received S2l a sh. in ogkwr-turbine parts at small Controls Division of Hagan Chemicals & Con- cash, giving the transaction a total vaiue of (IjS. and overeats- Sifco`s contribut trols, Inc. Transaction also involved Hagan $107,000,000. venture includes equipment in plants'] name. In Jan. -1983 Co. sold its Gearing Line to neapolis and Tampa. Florida and In 1966 acquired Coral Ridge Properties. Nuctall Gear Corp. know-how in turbine component Inc. for S40.119 common shares: DECO Elec- The agreement calls for the purchase by provided cash and technical and tronics Inc.. Virginia: Seven-Up Bottlers of Nuttall of all Co. Gearing Line assets includ- services from its combustion turbin* | Fairfield County Inc.. Conn.: Seven-Up Bot- ing machinery, equipment, tooling, inventory division in Concordville. Pennsylvs ' tling Co. Inc.. Puerto Rico, all with common and drawings. In April. 1982, the Mitsubishi E. stock; Radio Station KFWB. Los Angeles by In June 1983 acquired Fortin Industries, poration said that it would form a. cash. Inc. venture with Co. in June 1982 to pn__ On July 31. 1969 acquired Hub Electric Co. In 1983. sold interest in Satellite News parts of gas circuit breakers for umB| Inc. for 27.299 common shares (disposed of in Channel, a cabie television all-news service. plants. Tne company, named the Mb 1981). In 1984, formed a joint venture with Hyun- Westinghouse S.G.C. Company, vriBJ On Sept. 30. 1969 acquired Seven Up Bot- dai of the Republic of Korea to manufacture factory in Western Japan and st tling Co. of Los Angeles. Inc- Seven Up Botding Co. of San Bernardino. Inc. and 7-Up Bottling Co. of Bakersfield. Inc. through subsidiary. for 499.031 common shares. On Dec. 22. 1969 acquired C.W. Blakeslee & Sons. Inc- a heavy construction and general contracting business, for 145.161 common elevators and escalators for sale in the Pacific Basin. ^ .. In 1984. Wesunghouse announced a joint venture with Toshiba Corp. to manufacture high-resolution color display tubes for com- puter terminals and televisions. Initial pro- duction is planned for early 1987. tion in April 1983. Unit Joint Venture*: In 1980 Co-V Ltd. unit in the United joint venture with MK Electric He" also of Great Britain, to manu' chgear equipment, shares. On Jan. 20. 1970. Westinghouse World In- vestment Corp- subsidiary, acquired 478.466 shares (68%) of capital stock of Atekers de Constructions Electnques de Charleroi. Bel- gium, in exchange for S9.569.000 principal amount of 5% subordinated guaranteed convertible debentures, due 1990 (guaranteed by In 1984. acquired a controlling interest in a West German firm. H. Maihak AG. a leader in emission control equipment. In 1984. reached final agreement to sell Spanish subsidiary. WESA. in 1984, Westinghouse Broadcasting and Cable. Inc. sold radio station WPNT in Pittsburgh and purchased FM station KQXT, San BUSINESS & PRODUCTS Westinghouse Electric Cor founded In 1886. Since 1889. hov jnghouse has operated under charter granted by the Conur. Pennsylvania in 1872 and has devdo large diversified industrial corporal* major supplier of electronic sod* Company and convertible into Company com- Antonio. Texas. equipment and services for eiectnct mon stock) (interest reduced to 47.9% in Radio Consent Decree: For details of consent dustrial and construction marketi ***O/n/* May 11. 1970 acquired Seven Up Bot- fii5prfropp?nir^t sraSri^iftMaarnvtui-atrlust, sui^t. tling Co. of Southern Indiana, Inc. and Seven 1940 industnal Manual. Moodyv's fttilolanaOll*y,dictsctprorensicent busineslsOaf ctw broadcasting and cable televisionj Up Bottling Co. of Indiana, Inc. for 70.352 S.E.C. Consent Decree; In Aug., 1975, the Se- a non-consoiidated finance suk common shares. cunties and Exchange Commission (Sfc-C) wide range of diverse product* 1 On Oct. 31, 1970, acquired Ideal School Sup- (`led a Complaint against Westinghouse m 3Uch as bottling and distribution 1 ply Co. for 67,530 common shares. federal court alleging that Westinghouse made products and community develop" On Dec. 23. 1970 merged Longines-Witt- or failed to correct.misleading announcements IMS Wm ' ' nauer Watch Co- Inc. through exchange of concerning its major appliance business and 0f-{ - - 776 822 common shares. purchased its stock for its employe stock In Sept. 1972. acquired Linguaphone Insti- plans, in violation of Section 10(b) of the Se- tute Ltd. for S9.97S.000 cash and notes (dis- cunties Exchange Act of 1934 and Rule lOb-S vsumA T________________ posed of in 1964) promulgated thereunder. On Dec. 22, 1975, cfetotlTGoattMfCiiraAtf 1 In Dec. 1972. acquired Sterwech BV. Zan- Wesunghouse consented to the entry of an or- gfe. ~ dam- Holland. der. without admitting or denying any of the planning purpose*. ye In Feb. 1973. acquired Controlmatic GmbH allegations of the aboveComplaint, which en- piles a strategic business unit Nieder-Eschbach, West Germany for joins Westinghouse. its agents and employes ness unit may consist of one ' $2,103,093 cash. from violations of Section 10(b) and Rule 10b- or subsidiaries which et In Mar., 1975, Co. sold it's domestic major 5. criteria for a decentralised pf appliance business to White Consolidated In- ^ dustries. Inc. SUBSIDIARIES & AFFILIATES present there are 2S business t the four major operating gro On Mar. 6, I9?S. increased ownership in Offshorc Power Systems, a former joint venture. to 100%. In Jan. 1976. Co. sold its 45% holding in Framatome. a French nuclear plant builder, Listed below are certain subsidiaries of the company. Remaining subsidiaries and aifiliated companies (not listed below), when considered in aggregate as a single subsidiary, would not constitute a significant subsidiary. inghouse Credit CorporauonFor financial reporting put house has four operating and Advanced Technology , ( gtercial and Broadcasting *Itu for 425.000.000. Fortin Industries. Inc. (Del.) In Mar.. 1977, increased ownership in West- Longines-Wittnauer. Inc. (Del.) -'fflft-njM am HJuinurf* The Energy Adva---> inghouse Canada Ltd- subsidiary, from 74% Thermo King Corp. (Del.) Group consists of Defense. to 93%; increased to 95% in 1982. Tyree Industries Limited (Australia)(69% Systems. Power Generation- In Mar. 1977. acquired EL-CON, a Brazil- owned) duction Technology, and Tran ian company. Westinghouse Beverage Group. Inc. (Del.) The Defense business, uf"! In Apr.. 1977, Co. sold 415,000 shs. of its eq- Westinghouse Broadcasting and Cable. Inc. search, development, produce* uity interest in Ateliers de Constructions (Ind.) services primarily for such Electnques de Charleroi to an unidentifiedGroup W Cable. Inc. (N.Y.) ogy products as radar. Belgian concern, for undisclosed terms. Westinghouse Canada. Inc. (Canada) (95% electronic control system*-. In late 1977. Westinghouse Canada Ltd. owned) nesses of the Defense units, sold its household appliance company to a Westinghouse Communities. Inc. (Del.) airborne radar, space .ano 1 newly formed Canadian company. Westinghouse Credit Corporation (Del.) terns, integrated logistic* *** In Apr. 1978. acquired a 49% joint ventureWestinghouse de Puerto Rico. Inc. (Del.) mestic and international)- company from Cyprus Mines Corp. for WestinghouseElectric Export Corp. (Del.) and handling and marine <- j $68,600,000. Westinghouse Electric, S.A. (Switzerland) Its customers include gv* MOODY'S INDUSTRIAL MANUAL 4619 j.S. Department of Defense, the es mechanical-drive gas and steam turbines Aeronautics and Space Administra and electronic systems. Its principal markets te Federal Aviation Administration are electric utility, industrial, commercial, 'foreign governments and prime con- construction and defense. r<11bt service these agencies. It also selected products for commer- As indicated below, the other units in the Industries and International Group supply a .. _ud instrumentation and control variety of products and services to a broad . factors used in military ship pro- range of customers in the capital goods, indus i jn commercial power generation, trial. electric utility, construction and consum clear Energy Systems business er markets. These products range from stan 'responsible for Westinghouse com- dard electric motors to sophisticated control fuclear energy activities and are en- systems for such industries as steel, petro developing advanced energy technol- chemical. mining textile, pulp and paper. r design, manufacture and market The Control Equipment organization con commercial nuclear pressurized sists of three business units. The Distribution systems and components (in- and Protection business unit designs, manu VSam generators, pressunzers, large factures and sells electrical distribution and ClwB motors, tanks, valves) control control products including molded case circuit and fuel and perform contract breakers, bus duct, panelboards, switch e and service on nuclear plants for boards. transfer switches, residential load cen ?The service business, consisting pri- ters. metal-clad and metal-enclosed switching 2 the maintenance and upgrading of and control equipment for generating plants, ftcuipmem and systems, the sale of substations and in-piant distribution systems, f i technical advice and the installs* ' generation equipment, has .become. a significant part of the ________nuclear business of West- ,, worldwide service organization rides upratings. upgrading and mod- of existing electric power generanent. These business units also de- t and sell nuclear fuel assemblies, lalso manufactured by these units in- </ tubing for nuclear plant steam ,, and zirconium tubing for nuclear _ These business units contract with , Department of Energy for manage- several government laboratories in n engineering, fuel reprocessing, nu- te disposal and naval propulsion and in the disposal of commercial dear wastes for utility, medical soial customers. rarer Generation business unit de- ___Bufactures. sells and services steam (generators rated from 60 MW to 1200 bustion turbine generators and corn- plants. It furnishes renewal and . moisture separator reheaters and ` oology for water desalting evap- network protectors, and small power and spe cialty transformers as well as electronic tubes. In addition to the original equipment manu facturer market, the principal markets for these products are metals, chemicals, petro leum. mining, paper, textile, rubber, durable goods and transportation industries, as well as electrical contractors and eiectric utilities. In Dec. 1984 Westinghouse announced the for mation of a joint venture with Toshiba Corp. to produce high resolution color display tubes for various types of computer terminals, office automation and professional graphics equip ment and television tubes. The Electronics Measurement and Control business unit- designs, manufactures and sells watt-hour meters and load survey equipment, automatic metering equipment and energy management systems, electric utility and in dustrial computer-based process control sys tems. as well as protective relays, program mable controllers, combustion optimization and control systems, combustion sensors, process computers and computer packages and induction heating and welding equipment. The Industrial Control business unit de signs. manufactures and sells electrified drive Judear Energy Systems and Power an serve utilities and industrial orga. throughout the world, which generitribute their own electricity, and the goods, industrial and construction h In addition. Nuclear Energy Sys- engaged in the development of new ethnologies, including solar photovolad turbines, fuel cells, magnetohydro sand fusion energy products. systems, inverters, converters, arc heaters and related power equipment, motor controls, high-power semiconductors, high-power ther mo-conductors, electro-optical devices, vacu um switches, radiation detection devices and various sensor and control products. The Group has a Marketing and Services organization that operates a nationwide . " * bution business through the WMSKf. Electric Supply Company (WESCO). Nuclear Energy Systems has entered bidttaM umt outributesWemtingbouse electri is of construction and operation of cal products as well as products act manufac oergy plants which utilize water tured by Westmghonsd. such as conduit aarf ary combustors manufactured by cablC- wESCO's customers are primarily in ^Energy Systems. These combustors the construction, industrial and electric utility ra municipal solid waste to produce markets. The Group also distributes its prod ir, steam or both. ucts through some 700 independent distribu 1 Production Technology Sys- tors. Another segment of Marketing and Serv ness unit offers broad industrial au- ices is the Industry Services business unit aervices. integrating Westinghouse which provides project management: installa i in robotics, artificial intelligence, tion, start-up. and maintenance services: and and factory communications net- repair of electrical and mechanical apparatus. |Jtarnation. Inc., a robotics subsidiary Its principal customers are electric utilities, 1 in 1983. markets robots for material the metals industry, petroleum and chemical .spot-welding and machine loading, plants and others using productive machin "^asportation business unit manufac- ery. wtalls propulsion and automatic The Transmission St Distribution business ol equipment for local and intracity unit designs, manufacturers and sells, primari jt systems and for airport and other ly to electric utility customers, transformers, People-moving systems. It also including medium and large power transform 1 parts and contracts for long-term ers. power circuit breakers, bus duct, power maintenance. Its customers in capacitors, reclosers, fuse-cutouts, pole- i and domestic airport authorities. mounted. pad-mounted, distribution ana in .JJPs. transit car manufacturers strument transformers and certain special ^public and private development au- transformers. The Motor business unit manufactures and Au*^',a55rllSnemationa] Group markets motors ranging from fractional horsepower sizes applied to consumer and w (i) International, (ii) Control commercial products to the largest sizes used . which includes the Distribution in steel mills and mining excavation equip i Electronics. Measurement and ment. industrial Control business units esk_ and Services, which includes _. _ immercial Group includes Thermo rvices business unit and West- King Corporation, Materials. Westinghouse ic Supply Company, (iv) the Furniture Systems, Longines-Wittnauer ,vj "td Distribution business unit, Watch Company, Beverage, Community De rOtor Divisions business unit. velopment and the Westinghouse Elevator Terfel "ttegrates the international Company. py estic business units with the The Thermo King business unit manufac ivP*rtins in key markets of the tures the world's most complete line of trans Canada. Europe the Far port temperature control equipment, includ Midjjje East and Latin America. ing units for trucks, truck trailers, ship con rrirrtlon was established in 1979 to tainers. fishing vessels and railway cars. Its l^^^agement structure tailored to products also include warehouse refrigeration -- i.Vfcripus marketing and economic equipment and air conditioning units tor bus tv? ^acn country or trading area. It es. The transport refrigeration units are pow r*i?r "le overseas activities of do- ered by diesel fuel, gasoline, propane or elec ^lj~"ouse businesses (e.g.. exports. tricity. Thermo King has dealerships through , iiTM?** and joint venture arrange- out the world, and its equipment is used in rgn companies) as well as the more than 80 countries. Westinghouse subsidiaries The Beverage business unit engages in soft ctuiing facilities in other coun- drink bottling operations in California. Indi ana, Puerto Rico. New Mexico, Arizona and ' Srevada. The Longines-Wittnauer Watch ^Kmpany. a separate business unit, assembles _ ,. the manufac- and distributes watches and clocks. The Com tr_ -- vicing of products for the munity Development business unit engages in ur*namission. control and use of land and community development and related eatinghouse Canada also produc activities principally in Florida. The products of the other business units in this Group include decorative and industrial plastic laminates, magnet wire and industrial plastics. The Group added to its product line m June 1983 when Westinghouse acquired Fortin Industries. Inc., a manufacturer of multilayer copper-clad laminate materials for use in primed circuit boards. Other products and systems manufactured and sold by Com mercial business units include elevators, esca lators and office furniture systems and com ponents. In addition the Group provides in stallation and maintenance services for eleva tor and escalator products. The Group's products are provided to more than SO end-use markets, such as consumers, builders, architects, contractors, developers, engineers, electrical distributors, government agencies and original equipment manufactur ers. WesUnghouee Broadcasting end Cable, Inc. Westinghouse Broadcasting and Cable. Inc. (Group w). a wholly owned subsidiary of Westinghouse, provides a variety of commu nications services, consisting primarily of commercial broadcasting, cable television sys tem operation and program production and distribution. Group w owns and operates five VHF television stations, six AM and five FM radio stations and sells broadcast time to ra dio and television advertisers through nation al sales organizations. The broadcast stations have many competitors, both large and small, and compete principally on the basis of audi ence ratings, price and service. Group W's cable television business pro vides cable television service to approximately 2 million basic subscribers. Group W's program production and distri bution business continues to supply television series and special shows through national syn dication to television stations throughout the country. Group W has several ventures pro viding program services to the cable industry. These include a pay cable program service supplying family-oriented movies, and the marketing and distribution of a country and western entertainment channel and sports programming. Westinghouse Credit Corporation Westinghouse Credit Corporation (WCC). a wholly owned non-consoliaated subsidiary of Westinghouse, is one of the nation's largest di versified finance companies, with financing of parent company products accounting for less than one percent of total receivables outstand ing. Services include inventory financing, bulk purchases of home equity mortgage loans, fi nancing and leasing of industrial equipment, financing leveraged buyouts, providing ven ture capital, financing investments in real es tate syndications, leveraged leasing, invest ments in preferred stocks with mandatory re demption and high yield debt services, line-ofcredit financing for manufacturers, wholesal ers and retailers, and real estate loans on in come-producing properties. Results By Business Segments, yeera ended Dec. 31: (in $ Mil) 1984 1983 Sales & oper. rev.: Energy and Advanced Technology............. 4.077.3 3.835.3 Industrial...................... 3.638.0 3.401.6 Commercial.................... 1.843.7 1,643.2 Broadcasting & Cable 984.9 8S2.4 Divested units & other........................... 114.1 216.4 Less: Interseg. sales............... 10.6S8.0 (393.S) 9.948.9 (416.3) Total............................ Operating profit: Energy & Advanced Technology............. Industrial ...................... Commercial.................... Broadcasting & Cable Divested units & other............................ 10.264.5 375.0 (3.7) 194.0 71.2 (26.S) 9.532.6 328.1 (19.3) 144.0 47.8 (22.8) Operating profit... 610.0 477.8 PRINCIPAL PLANTS AND PROPERTIES Company operates approx. 123 manufac turing plants m 27 states and Puerto Rico. Manufacturing operations are also conducted in 17 foreign countries with larger facilities in Canada, Australia. Brazil. West Germany and Ireland. SUBSIDIARY CREDIT COMPANY Westinghouse Credit Corp.--Pittsburgh. Pa. Engages in extension of credit in transac tions including leverage leasing. BROADCASTING SUBSIDIARIES Westinghouse Broadcasting Co., (N.Y.)--Owns and operates 11 radio stations and 6 television stations. AM Radio stations are: KDKA. Pittsburgh. Pa.. KYW, Philadelphia: WBZ. Boston (operated with WBZA. Springfield): WINS. New York, WIND. Chicago and KFWB, Los Angeles. FM Radio stations are: WPNT, Pittsburgh: KOSI. Denver: KODA. Houston; KOAX, Dallas. KJQV. San Diego and KQXT. San Antonio. Television stations are WBZ-TV, Boston: KDKA-TV. Pittsburgh: i i r. s 3