Delaware
|
|
20-8481962
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Chaussee de Wavre, 1789
1160 Brussels, Belgium
|
|
|
|
|
|
One Centennial Avenue,
P.O. Box 6820, Piscataway, NJ
|
|
08855-6820
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large Accelerated Filer
|
|
x
|
|
Accelerated Filer
|
|
o
|
|
|
|
|
|||
Non-Accelerated Filer
|
|
o
|
|
Smaller Reporting Company
|
|
o
|
Common stock, $.01 par value, outstanding at
|
|
|
July 25, 2013
|
|
62,602,194 shares
|
Contents
|
|
|
|
|
|
|
||
Item 1.
|
||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
|
||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
|
Item 1.
|
Financial Statements
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||
(Amounts in millions, except share and per share data)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Sales
|
$
|
678.2
|
|
|
$
|
635.2
|
|
|
$
|
1,322.9
|
|
|
$
|
1,292.5
|
|
Cost of sales
|
471.6
|
|
|
441.5
|
|
|
918.6
|
|
|
902.6
|
|
||||
Gross Profit
|
206.6
|
|
|
193.7
|
|
|
404.3
|
|
|
389.9
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Selling and administrative expenses
|
89.2
|
|
|
74.0
|
|
|
171.7
|
|
|
153.1
|
|
||||
Product engineering expenses
|
29.5
|
|
|
26.1
|
|
|
59.8
|
|
|
52.2
|
|
||||
Other operating expense, net
|
1.5
|
|
|
0.8
|
|
|
4.6
|
|
|
2.3
|
|
||||
Operating income
|
86.4
|
|
|
92.8
|
|
|
168.2
|
|
|
182.3
|
|
||||
Equity income of unconsolidated joint ventures, net
|
5.3
|
|
|
4.8
|
|
|
8.2
|
|
|
9.7
|
|
||||
Other non-operating income/(expense), net
|
4.0
|
|
|
(0.6
|
)
|
|
3.7
|
|
|
(1.3
|
)
|
||||
Interest expense, net
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(0.8
|
)
|
||||
Income before income taxes
|
95.5
|
|
|
96.5
|
|
|
179.6
|
|
|
189.9
|
|
||||
Income tax expense
|
9.7
|
|
|
17.6
|
|
|
17.8
|
|
|
19.0
|
|
||||
Net income
|
85.8
|
|
|
78.9
|
|
|
161.8
|
|
|
170.9
|
|
||||
Less: net income attributable to noncontrolling interests
|
2.6
|
|
|
3.3
|
|
|
4.9
|
|
|
6.1
|
|
||||
Net income attributable to Company
|
$
|
83.2
|
|
|
$
|
75.6
|
|
|
$
|
156.9
|
|
|
$
|
164.8
|
|
Net income attributable to Company per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.33
|
|
|
$
|
1.18
|
|
|
$
|
2.50
|
|
|
$
|
2.56
|
|
Diluted
|
$
|
1.31
|
|
|
$
|
1.15
|
|
|
$
|
2.46
|
|
|
$
|
2.50
|
|
Cash dividends per share of common stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
62,673,044
|
|
|
64,288,346
|
|
|
62,795,504
|
|
|
64,467,425
|
|
||||
Diluted
|
63,500,403
|
|
|
65,625,136
|
|
|
63,790,312
|
|
|
66,010,308
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(Amounts in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Comprehensive income
|
$
|
63.9
|
|
|
$
|
41.9
|
|
|
$
|
131.9
|
|
|
$
|
147.4
|
|
Less: comprehensive (loss)/income attributable to noncontrolling interests
|
(1.6
|
)
|
|
(0.4
|
)
|
|
$
|
1.0
|
|
|
$
|
3.4
|
|
||
Comprehensive income attributable to Company
|
$
|
65.5
|
|
|
$
|
42.3
|
|
|
$
|
130.9
|
|
|
$
|
144.0
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
(Amounts in millions, except share data)
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
166.4
|
|
|
$
|
175.0
|
|
Accounts receivable, less allowance for doubtful accounts of $4.3 in 2013 and $3.6 in 2012
|
347.8
|
|
|
301.5
|
|
||
Inventories:
|
|
|
|
||||
Finished products
|
92.0
|
|
|
76.9
|
|
||
Products in process
|
8.2
|
|
|
7.1
|
|
||
Raw materials
|
106.5
|
|
|
107.8
|
|
||
Taxes receivable on income
|
3.3
|
|
|
—
|
|
||
Future income tax benefits
|
10.7
|
|
|
13.8
|
|
||
Restricted cash
|
31.1
|
|
|
26.0
|
|
||
Guaranteed notes receivable
|
55.9
|
|
|
41.2
|
|
||
Other current assets
|
43.7
|
|
|
43.3
|
|
||
Total current assets
|
865.6
|
|
|
792.6
|
|
||
Property, plant and equipment, less accumulated depreciation
|
370.9
|
|
|
389.0
|
|
||
Goodwill
|
363.7
|
|
|
371.7
|
|
||
Long-term future income tax benefits
|
92.2
|
|
|
91.5
|
|
||
Investments in unconsolidated joint ventures
|
20.5
|
|
|
20.5
|
|
||
Intangible assets, net
|
40.5
|
|
|
39.4
|
|
||
Other assets
|
41.3
|
|
|
42.3
|
|
||
TOTAL ASSETS
|
$
|
1,794.7
|
|
|
$
|
1,747.0
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Loans payable to banks
|
$
|
23.8
|
|
|
$
|
76.2
|
|
Accounts payable
|
159.6
|
|
|
115.4
|
|
||
Accrued payroll
|
106.1
|
|
|
94.2
|
|
||
Current portion of warranties
|
29.3
|
|
|
33.8
|
|
||
Taxes payable
|
—
|
|
|
5.7
|
|
||
Other accrued liabilities
|
117.6
|
|
|
120.4
|
|
||
Total current liabilities
|
436.4
|
|
|
445.7
|
|
||
Post-retirement benefits
|
424.5
|
|
|
430.6
|
|
||
Deferred tax liabilities
|
29.9
|
|
|
29.9
|
|
||
Long-term income tax liabilities
|
47.5
|
|
|
47.7
|
|
||
Other liabilities
|
59.8
|
|
|
64.4
|
|
||
Total liabilities
|
998.1
|
|
|
1,018.3
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, 4,000,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 400,000,000 shares authorized; shares issued: 77,079,903 in 2013; 75,755,306 in 2012; and shares outstanding: 62,603,883 in 2013; 62,747,151 in 2012
|
0.7
|
|
|
0.7
|
|
||
Capital surplus
|
776.2
|
|
|
735.5
|
|
||
Treasury stock, at cost: 14,476,020 shares in 2013; 13,008,155 shares in 2012
|
(757.8
|
)
|
|
(655.8
|
)
|
||
Retained earnings
|
875.5
|
|
|
718.6
|
|
||
Accumulated other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustments
|
(44.7
|
)
|
|
(15.4
|
)
|
||
Unrealized losses on benefit plans, net of tax
|
(103.9
|
)
|
|
(107.2
|
)
|
||
Total shareholders’ equity
|
746.0
|
|
|
676.4
|
|
||
Noncontrolling interests
|
50.6
|
|
|
52.3
|
|
||
Total equity
|
796.6
|
|
|
728.7
|
|
||
TOTAL LIABILITIES AND EQUITY
|
1,794.7
|
|
|
1,747.0
|
|
|
Six Months
Ended June 30, |
||||||
|
2013
|
|
2012
|
||||
(Amounts in millions)
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
161.8
|
|
|
$
|
170.9
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
37.2
|
|
|
33.3
|
|
||
Amortization of intangibles
|
6.0
|
|
|
5.4
|
|
||
Equity in earnings of unconsolidated joint ventures, net of dividends received
|
0.1
|
|
|
(2.5
|
)
|
||
Non-cash stock compensation
|
6.6
|
|
|
7.6
|
|
||
Deferred income tax expense
|
(0.1
|
)
|
|
(2.8
|
)
|
||
Loss on sale or disposal of property, plant and equipment
|
0.1
|
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(54.7
|
)
|
|
(29.1
|
)
|
||
Inventories
|
(21.7
|
)
|
|
(9.6
|
)
|
||
Accounts payable
|
48.4
|
|
|
11.2
|
|
||
Other accrued liabilities and taxes
|
2.1
|
|
|
(9.1
|
)
|
||
Other current and long-term assets
|
(26.0
|
)
|
|
14.4
|
|
||
Other long-term liabilities
|
(3.7
|
)
|
|
(20.2
|
)
|
||
Net cash provided by operating activities
|
156.1
|
|
|
169.5
|
|
||
Investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(33.8
|
)
|
|
(36.0
|
)
|
||
Investments in capitalized software
|
(7.2
|
)
|
|
(4.6
|
)
|
||
Net cash used in investing activities
|
(41.0
|
)
|
|
(40.6
|
)
|
||
Financing activities:
|
|
|
|
||||
Net (repayments)/borrowings of revolving credit facilities
|
(45.8
|
)
|
|
15.0
|
|
||
Net repayments of short-term debt
|
(5.9
|
)
|
|
(4.3
|
)
|
||
Purchases of treasury stock
|
(100.7
|
)
|
|
(99.8
|
)
|
||
Dividends to noncontrolling interest holders
|
(2.7
|
)
|
|
(2.9
|
)
|
||
Proceeds from exercise of stock options
|
35.7
|
|
|
14.2
|
|
||
Net cash used in financing activities
|
(119.4
|
)
|
|
(77.8
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(4.3
|
)
|
|
(3.7
|
)
|
||
Net (decrease)/increase in cash and cash equivalents
|
(8.6
|
)
|
|
47.4
|
|
||
Cash and cash equivalents at beginning of period
|
175.0
|
|
|
102.4
|
|
||
Cash and cash equivalents at end of period
|
$
|
166.4
|
|
|
$
|
149.8
|
|
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
0.2
|
|
|
$
|
0.5
|
|
Income taxes
|
$
|
24.3
|
|
|
$
|
14.8
|
|
Non cash items for the period:
|
|
|
|
||||
Treasury stock purchase accrual
|
$
|
3.8
|
|
|
$
|
3.0
|
|
NOTE 1.
|
Basis of Financial Statement Presentation
|
NOTE 2.
|
Recently Issued Accounting Standards
|
NOTE 3.
|
Comprehensive Income
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income
|
$
|
85.8
|
|
|
$
|
78.9
|
|
|
$
|
161.8
|
|
|
$
|
170.9
|
|
Foreign currency translation losses
|
(21.6
|
)
|
|
(40.3
|
)
|
|
(33.2
|
)
|
|
(26.1
|
)
|
||||
Unrealized (losses) / gains on benefit plans, net
|
(0.3
|
)
|
|
3.3
|
|
|
3.3
|
|
|
2.6
|
|
||||
Comprehensive income
|
63.9
|
|
|
41.9
|
|
|
131.9
|
|
|
147.4
|
|
||||
Less: Net income attributable to noncontrolling interests
|
2.6
|
|
|
3.3
|
|
|
4.9
|
|
|
6.1
|
|
||||
Less: Foreign currency translation losses, attributable to noncontrolling interests
|
(4.2
|
)
|
|
(3.7
|
)
|
|
(3.9
|
)
|
|
(2.7
|
)
|
||||
Comprehensive income attributable to Company
|
$
|
65.5
|
|
|
$
|
42.3
|
|
|
$
|
130.9
|
|
|
$
|
144.0
|
|
|
Accumulated Other Comprehensive Income
|
||||||||
|
Foreign Currency Translation
|
Losses on Intra-entity transactions (1)
|
Unrealized Losses on Benefit Plans, net of tax
|
|
Total
|
||||
Beginning balance as of Dec 31, 2012
|
(9.5
|
)
|
(5.9
|
)
|
(107.2
|
)
|
|
(122.6
|
)
|
Other comprehensive income before reclassifications
|
(27.9
|
)
|
(1.4
|
)
|
1.1
|
|
|
(28.2
|
)
|
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
—
|
|
2.2
|
|
(2)
|
2.2
|
|
Net current period other comprehensive income
|
(27.9
|
)
|
(1.4
|
)
|
3.3
|
|
|
(26.0
|
)
|
Ending Balance as of June 30, 2013
|
(37.4
|
)
|
(7.3
|
)
|
(103.9
|
)
|
|
(148.6
|
)
|
NOTE 4.
|
Accounts Receivable Securitization Program & Financing Receivables
|
NOTE 5.
|
Net Income Attributable to Company per Share
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Weighted average incremental shares included
|
827,359
|
|
|
1,336,790
|
|
|
994,808
|
|
|
1,542,883
|
|
Shares excluded due to anti-dilutive effect
|
50,296
|
|
|
500,765
|
|
|
231,000
|
|
|
435,080
|
|
NOTE 6.
|
Capital Stock
|
|
Number of Shares of Common Stock
|
|||||||
|
Total Shares
|
|
Treasury Shares
|
|
Net Shares
Outstanding
|
|||
Balance, December 31, 2012
|
75,755,306
|
|
|
(13,008,155
|
)
|
|
62,747,151
|
|
Shares issued upon exercise of stock options
|
1,213,479
|
|
|
—
|
|
|
1,213,479
|
|
Shares issued upon vesting of RSUs
|
111,118
|
|
|
—
|
|
|
111,118
|
|
Shares purchased for treasury
|
—
|
|
|
(1,467,865
|
)
|
|
(1,467,865
|
)
|
Balance, June 30, 2013
|
77,079,903
|
|
|
(14,476,020
|
)
|
|
62,603,883
|
|
NOTE 7.
|
Stock-Based Compensation
|
|
Six Months
Ended June 30, 2013 |
|
Six Months
Ended June 30, 2012 |
||||||||||||||||||
|
Underlying
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Underlying
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||||||
Options Granted
|
—
|
|
|
|
|
|
|
|
|
274,505
|
|
|
$
|
58.72
|
|
|
$
|
23.11
|
|
||
RSUs Granted
|
109,668
|
|
|
$
|
—
|
|
|
$
|
67.98
|
|
|
129,877
|
|
|
$
|
—
|
|
|
$
|
58.48
|
|
PSUs Granted
|
94,364
|
|
|
|
|
68.10
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Total Awards
|
204,032
|
|
|
|
|
|
|
404,382
|
|
|
|
|
|
Assumption
|
June 30, 2013
|
|
June 30, 2012
|
|
Risk-free interest rate
|
N/A
|
|
0.81
|
%
|
Expected volatility
|
N/A
|
|
44.48
|
%
|
Expected holding period
|
N/A
|
|
5 Years
|
|
Expected forfeiture rate
|
N/A
|
|
2.3
|
%
|
Expected dividend yield
|
N/A
|
|
—
|
%
|
NOTE 8.
|
Debt
|
NOTE 9.
|
Warranties, Guarantees, Commitments and Contingencies
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Balance of warranty costs accrued, beginning of period
|
$
|
51.2
|
|
|
$
|
57.7
|
|
|
$
|
55.2
|
|
|
$
|
52.6
|
|
Warranty costs accrued
|
4.9
|
|
|
7.6
|
|
|
9.8
|
|
|
17.5
|
|
||||
Warranty claims settled
|
(6.3
|
)
|
|
(9.9
|
)
|
|
(13.9
|
)
|
|
(15.9
|
)
|
||||
Foreign exchange translation effects
|
0.5
|
|
|
(3.3
|
)
|
|
(0.8
|
)
|
|
(2.1
|
)
|
||||
Balance of warranty costs accrued, end of period
|
$
|
50.3
|
|
|
$
|
52.1
|
|
|
$
|
50.3
|
|
|
$
|
52.1
|
|
Current liability, included in current portion of warranties
|
$
|
29.3
|
|
|
$
|
41.0
|
|
|
$
|
29.3
|
|
|
$
|
41.0
|
|
Long-term liability, included in other liabilities
|
$
|
21.0
|
|
|
$
|
11.1
|
|
|
$
|
21.0
|
|
|
$
|
11.1
|
|
NOTE 10.
|
Income Taxes
|
NOTE 11.
|
Tax and Indemnification Liabilities Transferred from Trane to WABCO
|
NOTE 12.
|
Streamlining Expenses
|
2008 / 2009 Program
|
|
||
Balance as of December 31, 2012
|
$
|
10.2
|
|
Charges during the first six months of 2013
|
—
|
|
|
Payments during the first six months of 2013
|
(2.4
|
)
|
|
Balance as of June 30, 2013
|
$
|
7.8
|
|
Other Programs
|
|
||
Balance as of December 31, 2012
|
$
|
9.9
|
|
Charges during the first six months of 2013
|
9.8
|
|
|
Payments during the first six months of 2013
|
(5.1
|
)
|
|
Balance as of June 30, 2013
|
$
|
14.6
|
|
Foreign exchange translation effects
|
$
|
—
|
|
Total streamlining liability as of June 30, 2013
|
$
|
22.4
|
|
|
Charges for three months
Ended June 30, 2013 |
|
Charges for six months Ended June 30, 2013
|
|
Cumulative Charges
as of June 30, 2013 |
||||||||||||||||||
|
2008/2009
Program
|
|
Other
Programs
|
|
2008/2009
Program
|
|
Other
Programs
|
|
2008/2009
Program
|
|
Other
Programs
|
||||||||||||
Employee-related charges – cost of sales
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
3.2
|
|
|
$
|
45.7
|
|
|
$
|
13.2
|
|
Employee-related charges – selling and administrative
|
—
|
|
|
4.3
|
|
|
—
|
|
|
6.5
|
|
|
45.8
|
|
|
16.1
|
|
||||||
Asset write-offs
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
1.1
|
|
||||||
Total program costs
|
$
|
—
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
9.8
|
|
|
$
|
91.5
|
|
|
$
|
30.4
|
|
NOTE 13.
|
Post-retirement Benefits
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||||||||||||||||||
|
2013
|
|
2013
|
|
2012
|
|
2012
|
|
2013
|
|
2013
|
|
2012
|
|
2012
|
||||||||||||||||
|
Pension
Benefits
|
|
Health
& Life
Ins.
Benefits
|
|
Pension
Benefits
|
|
Health
& Life
Ins.
Benefits
|
|
Pension
Benefits
|
|
Health
& Life
Ins.
Benefits
|
|
Pension
Benefits
|
|
Health
& Life
Ins.
Benefits
|
||||||||||||||||
Service cost-benefits earned during period
|
$
|
3.2
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
6.4
|
|
|
$
|
—
|
|
|
$
|
4.5
|
|
|
$
|
—
|
|
Interest cost on the projected benefit obligation
|
5.1
|
|
|
0.1
|
|
|
5.9
|
|
|
0.1
|
|
|
10.2
|
|
|
0.2
|
|
|
11.9
|
|
|
0.2
|
|
||||||||
Plan amendments
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
||||||||
Less assumed return on plan assets
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
||||||||
Amortization of net loss
|
1.5
|
|
|
0.1
|
|
|
0.6
|
|
|
0.1
|
|
|
3.1
|
|
|
0.2
|
|
|
1.2
|
|
|
0.2
|
|
||||||||
Defined benefit plan cost
|
$
|
7.6
|
|
|
$
|
0.2
|
|
|
$
|
2.3
|
|
|
$
|
0.2
|
|
|
$
|
15.2
|
|
|
$
|
0.4
|
|
|
$
|
8.9
|
|
|
$
|
0.4
|
|
NOTE 14.
|
Derivative Instruments and Hedging Activities
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(a)
|
The
2013
amounts adjusted for foreign currency translation were calculated using average exchange rates for the three month period ending
June 30, 2012
.
|
|
Six Months
Ended June 30, |
||||||||||||||||
|
|
|
|
|
|
|
Excluding foreign
exchange translation (a)
|
||||||||||
|
2013
|
|
2012
|
|
% change
reported
|
|
2013
adjusted
amount
|
|
% change
adjusted
|
||||||||
Sales
|
$
|
1,322.9
|
|
|
$
|
1,292.5
|
|
|
2.4
|
%
|
|
$
|
1,331.3
|
|
|
3.0
|
%
|
Cost of sales
|
918.6
|
|
|
902.6
|
|
|
1.8
|
%
|
|
927.5
|
|
|
2.8
|
%
|
|||
Gross profit
|
404.3
|
|
|
389.9
|
|
|
3.7
|
%
|
|
403.8
|
|
|
3.6
|
%
|
|||
Operating expenses
|
236.1
|
|
|
207.6
|
|
|
13.7
|
%
|
|
235.3
|
|
|
13.3
|
%
|
|||
Operating income
|
168.2
|
|
|
182.3
|
|
|
(7.7
|
)%
|
|
168.5
|
|
|
(7.6
|
)%
|
|||
Equity income of unconsolidated joint ventures
|
8.2
|
|
|
9.7
|
|
|
(15.5
|
)%
|
|
8.2
|
|
|
(15.5
|
)%
|
|||
Other non-operating income/(expense), net
|
3.7
|
|
|
(1.3
|
)
|
|
*
|
|
|
3.6
|
|
|
*
|
|
|||
Interest expense, net
|
(0.5
|
)
|
|
(0.8
|
)
|
|
(37.5
|
)%
|
|
(0.5
|
)
|
|
(37.5
|
)%
|
|||
Income before income taxes
|
179.6
|
|
|
189.9
|
|
|
(5.4
|
)%
|
|
179.8
|
|
|
(5.3
|
)%
|
|||
Income tax expense
|
17.8
|
|
|
19.0
|
|
|
(6.3
|
)%
|
|
18.3
|
|
|
(3.7
|
)%
|
|||
Net income
|
161.8
|
|
|
170.9
|
|
|
(5.3
|
)%
|
|
161.5
|
|
|
(5.5
|
)%
|
|||
Less: net income attributable to noncontrolling interests
|
4.9
|
|
|
6.1
|
|
|
(19.7
|
)%
|
|
5.1
|
|
|
(16.4
|
)%
|
|||
Net income attributable to Company
|
$
|
156.9
|
|
|
$
|
164.8
|
|
|
(4.8
|
)%
|
|
$
|
156.4
|
|
|
(5.1
|
)%
|
* Percentage change not meaningful
|
|
|
|
|
|
|
|
|
|
(a)
|
The
2013
amounts adjusted for foreign currency translation were calculated using average exchange rates for the
six
month period ending
June 30, 2012
.
|
•
|
the actual level of commercial vehicle production in our end-markets;
|
•
|
adverse developments in the business of our key customers;
|
•
|
periodic changes to contingent liabilities, including those associated with litigation matters and government investigations;
|
•
|
our ability to access credit markets or capital markets on a favorable basis or at all;
|
•
|
adverse developments in general business, economic and political conditions or any outbreak or escalation of hostilities on a national, regional or international basis;
|
•
|
changes in international or U.S. economic conditions, such as inflation, interest rate fluctuations, foreign exchange rate fluctuations or recessions in our markets;
|
•
|
unpredictable difficulties or delays in the development of new product technology;
|
•
|
pricing changes to our supplies or products or those of our competitors, and other competitive pressures on pricing and sales;
|
•
|
our ability to receive component parts from our suppliers;
|
•
|
changes in the environmental regulations that affect our current and future products;
|
•
|
competition in our existing and future lines of business and the financial resources of competitors;
|
•
|
our failure to comply with regulations and any changes in regulations;
|
•
|
our failure to complete potential future acquisitions or to realize benefits from completed acquisitions;
|
•
|
our inability to implement our growth plan;
|
•
|
the loss of any of our senior management;
|
•
|
difficulties in obtaining or retaining the management and other human resource competencies that we need to achieve our business objectives;
|
•
|
labor relations; and
|
•
|
risks inherent in operating in foreign countries, including exposure to local economic conditions, government regulation, currency restrictions and other restraints, changes in tax laws, expropriation, political instability and diminished ability to legally enforce our contractual rights.
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Period
|
|
Total Number of Shares Purchased
|
Average price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)
|
||||||
|
|
|
|
|
|
||||||
Total through December 31, 2012
|
|
7,051,349
|
|
$
|
53.82
|
|
7,051,349
|
|
$
|
420,555,846
|
|
|
|
|
|
|
|
||||||
January 1 - January 31
|
|
10,000
|
|
$
|
62.54
|
|
10,000
|
|
$419,930,456
|
||
February 1 - February 28
|
|
226,603
|
|
$
|
67.93
|
|
226,603
|
|
$404,537,006
|
||
March 1 - March 31
|
|
509,144
|
|
$
|
70.56
|
|
509,144
|
|
$368,613,986
|
||
Total first quarter
|
|
745,747
|
|
$
|
69.65
|
|
745,747
|
|
$368,613,986
|
||
|
|
|
|
|
|
||||||
Total through March 31, 2013
|
|
7,797,096
|
|
$
|
55.33
|
|
7,797,096
|
|
$368,613,986
|
||
|
|
|
|
|
|
||||||
April 1 - April 30
|
|
469,018
|
|
$
|
66.59
|
|
469,018
|
|
$337,380,432
|
||
May 1 - May 31
|
|
—
|
|
$
|
—
|
|
—
|
|
$337,380,432
|
||
June 1 - June 30
|
|
253,100
|
|
$
|
74.32
|
|
253,100
|
|
$318,570,675
|
||
Total second quarter
|
|
722,118
|
|
$
|
69.30
|
|
722,118
|
|
$318,570,675
|
||
|
|
|
|
|
|
||||||
Total through June 30, 2013
|
|
8,519,214
|
|
$
|
56.52
|
|
8,519,214
|
|
$318,570,675
|
||
|
|
|
|
|
|
Item 6.
|
Exhibits
|
|
WABCO HOLDINGS INC.
|
|
/
S
/ JASON CAMPBELL
|
Jason Campbell
|
Vice President and Controller
|
(Principal Accounting Officer)
|
Name of Grantee:
|
|
Number of Shares Subject to DSUs:
|
|
Grant Date
|
|
1.
|
Issuance of Common Stock.
|
2.
|
Dividend Equivalent Right.
|
3.
|
Taxes.
|
4.
|
Death; Disability.
|
5.
|
Change in Control.
|
6.
|
Conformity with the Plan.
|
7.
|
Rights as a Shareholder.
|
8.
|
Section 409A.
|
9.
|
Restrictions on Transfer.
|
10.
|
Compensation Recovery Policy
. This Award shall, at all times, be subject to the Company's Compensation Recovery Policy, as may be in effect from time to time.
|
11.
|
Securities Matters.
|
12.
|
Entire Agreement.
|
13.
|
Amendment.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of WABCO Holdings Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Jacques Esculier
|
Jacques Esculier
|
Chief Executive Officer and Chairman of the Board
|
1.
|
I have reviewed this quarterly report on Form 10-Q of WABCO Holdings Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Ulrich Michel
|
Ulrich Michel
|
Chief Financial Officer
|
(i)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.
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/s/ Jacques Esculier
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Jacques Esculier
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Chief Executive Officer and Chairman of the Board
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(i)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.
|
/s/ Ulrich Michel
|
Ulrich Michel
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Chief Financial Officer
|