ý
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
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25-1615902
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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1001 Air Brake Avenue
Wilmerding, Pennsylvania 15148
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(412) 825-1000
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(Address of principal executive offices, including zip code)
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(Registrant’s telephone number)
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Title of Class
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Name of Exchange on which registered
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Common Stock, par value $.01 per share
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New York Stock Exchange
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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Item 1.
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BUSINESS
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•
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Increased diversity of revenues by product, geography and market.
A majority of Faiveley Transport’s revenues are outside the U.S. and in the transit market, which helps to balance the cyclicality of Wabtec’s North American freight business.
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•
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Broadened product line.
Faiveley Transport provides many products that Wabtec did not previously offer, including braking and door systems for high-speed trains and air conditioning systems.
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•
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Expanded international presence in the transit market.
A majority of Faiveley Transport’s revenues come from transit markets outside the U.S., where Wabtec did not have a strong presence.
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•
|
Increased technical and engineering expertise.
With its more than
1,500
engineers, Faiveley Transport strengthens Wabtec’s technical capabilities and product development efforts.
|
•
|
Positive Train Control equipment and electronically controlled pneumatic braking products
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•
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Railway electronics, including event recorders, monitoring equipment and end of train devices
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•
|
Signal design and engineering services
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•
|
Freight car trucks and couplers
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•
|
Draft gears, couplers and slack adjusters
|
•
|
Air compressors and dryers
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•
|
Heat exchangers and cooling products for locomotives and power generation equipment
|
•
|
Track and switch products
|
•
|
Railway braking equipment and related components for Freight and Transit applications, including high-speed passenger transit vehicles
|
•
|
Friction products, including brake shoes, discs and pads
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•
|
New commuter and switcher locomotives
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•
|
Transit car and locomotive overhaul and refurbishment
|
•
|
Heating, ventilation and air conditioning equipment
|
•
|
Doors for buses and subway cars
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•
|
Platform screen doors
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•
|
Pantographs
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•
|
Window assemblies
|
•
|
Couplers
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•
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Accessibility lifts and ramps for buses and subway cars
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•
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Traction motors
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•
|
Leading market positions in core products
. Dating back to 1869 and George Westinghouse’s invention of the air brake, we are an established leader in the development and manufacture of pneumatic braking equipment for freight and passenger transit vehicles. Faiveley Transport, founded nearly 100 years ago, has a long history and is a market leader for its core products, including pantographs, automatic door mechanisms and air conditioning systems. We have leveraged our leading positions by focusing on research and engineering to expand beyond pneumatic braking components to supplying integrated parts and assemblies for the locomotive through the end of the train. We are a recognized leader in the development and production of electronic recording, measuring and communications systems, positive train control equipment, highly engineered compressors and heat exchangers for locomotives, and a leading manufacturer of freight car components, including electronic braking equipment, draft gears, trucks, brake shoes and electronic end-of-train devices. We are also a leading provider of braking equipment; heating, ventilation and air conditioning equipment; door assemblies and platform screen doors; lifts and ramps; couplers and current collection equipment, such as pantographs, for passenger transit vehicles.
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•
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Breadth of product offering with a stable mix of original equipment market (OEM) and aftermarket business
. Our product portfolio is one of the broadest in the rail industry, as we offer a wide selection of quality parts, components and assemblies across the entire train and worldwide. We provide our products in both the original equipment market and the aftermarket. Our substantial installed base of products with end-users such as the railroads and the passenger transit authorities is a significant competitive advantage for providing products and services to the aftermarket because these customers often look to purchase safety- and performance-related replacement parts from the original equipment components supplier. In addition, as OEMs and railroad operators attempt to modernize fleets with new products designed to improve and maintain safety and efficiency, these products must be designed to be interoperable with existing equipment. On average, over the last several years, more than
61%
of our total net sales have come from our aftermarket products and services business.
|
•
|
Leading design and engineering capabilities
. We believe a hallmark of our relationship with our customers has been our leading design and engineering practice, which has, in our opinion, assisted in the improvement and modernization of global railway equipment. We believe both our customers and the government authorities value our technological capabilities and commitment to innovation, as we seek not only to enhance the efficiency and profitability of our customers, but also to improve the overall safety of the railways through continuous improvement of product performance. The Company has an established record of product improvements and new product development. We have assembled a wide range of patented products, which we believe provides us with a competitive advantage. Wabtec currently owns
2,382
active patents worldwide and
683
U.S. patents. During the last three years, we have filed for more than
437
patents worldwide in support of our new and evolving product lines. These figures include Faiveley Transport's patent portfolio, which has been a key factor in its success, as well.
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•
|
Experience with industry regulatory requirements.
The freight rail and passenger transit industries are governed by various government agencies and regulators in each country and region. These groups mandate rigorous manufacturer certification, new product testing and approval processes that we believe are difficult for new entrants to meet cost-effectively and efficiently without the scale and extensive experience we possess. Certification processes are lengthy, and often require local presence and expertise. In addition, each transit agency places a high degree of importance on vehicle customization, which requires experience and technical expertise to meet ever-evolving specifications.
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•
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Experienced management team and the Wabtec Excellence Program (WEP), formerly known as the Wabtec Performance System
. Wabtec’s lean manufacturing and continuous improvement initiatives have been a part of the Company’s culture for more than 25 years and have enabled Wabtec to manage successfully through cycles in the rail supply market. With the acquisition of Faiveley Transport (see Note 3 of "Notes to Consolidated Financial Statements" for further details), which introduced its Worldwide Excellence Program several years ago, we have combined the best practices of both organizations into WEP. We expect WEP will drive a successful integration of Wabtec and Faiveley Transport, will result in a reduced cost structure and will ensure standardized excellence in all processes. By using WEP as our operational foundation, we will strive for continuous improvements in safety, quality, cost, delivery and all aspects of serving our customers and other stakeholders.
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•
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Product innovation and new technologies
. We continue to emphasize innovation and development funding to create new and improved products. We are focusing on technological advances, especially in the areas of electronics, braking products and other on-board equipment, as a means of new product growth. We seek to provide customers with incremental technological advances that offer immediate benefits with cost-effective investments.
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•
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Global and market expansion
. We believe that international markets represent a significant opportunity for future growth. In
2016
, sales to non-U.S. customers were
$1.6 billion
, including export sales from the Company’s U.S. operations of
$470.5 million
. We intend to increase our existing international sales through strategic acquisitions, direct sales of products through our existing subsidiaries and licensees, and joint ventures with railway suppliers which have a strong presence in their local markets. We are specifically targeting markets that operate significant fleets of U.S.-style locomotives and freight cars, including Australia, Brazil, China, India, Russia, South Africa, and other select areas within Europe and South America. In addition, we have opportunities to increase the sale of certain products that we currently manufacture for the rail industry into other industrial markets, such as mining, off-highway and energy. These products include heat exchangers and friction materials.
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•
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Aftermarket products and services
. Historically, aftermarket sales are less cyclical than OEM sales because a certain level of aftermarket maintenance and service work must be performed, even during an industry slowdown. In
2016
, Wabtec’s aftermarket sales and services represented approximately
59%
of the Company’s total sales across both of our business segments. Wabtec provides aftermarket parts and services for its components, and the Company is seeking to expand this business with customers who currently perform the work in-house. In this way, we expect to take advantage of the rail industry trend toward outsourcing, as railroads and transit authorities focus on their core function of transporting goods and people
.
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•
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Acquisitions, joint ventures and alliances
. We invest in acquisitions, joint ventures and alliances using a disciplined, selective approach and rigorous financial criteria. These transactions are expected to meet the financial criteria and contribute to our growth strategies of product innovation and new technologies, global expansion, and aftermarket products and services. We believe these expansion strategies will help Wabtec to grow profitably, expand geographically, and dampen the impact from potential cycles in the North American rail industry.
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•
|
On
December 14, 2016
, the Company acquired Workhorse Rail LLC ("Workhorse"), a supplier of engineered freight car components, mainly for the aftermarket for a purchase price of approximately
$44.3 million
, net of cash acquired, resulting in preliminary goodwill of
$23.1 million
,
37.8%
of which will be deductible for tax purposes.
|
•
|
On
November 17, 2016
, the Company acquired the assets of Precision Turbo & Engine ("Precision Turbo"), a designer and manufacturer of high-performance, aftermarket turbochargers, wastegates, and heat exchangers for the automotive performance market for a purchase price of approximately
$13.8 million
, net of cash acquired, resulting in preliminary goodwill of
$3.9 million
, all of which will be deductible for tax purposes.
|
•
|
On
August 1, 2016
, the Company acquired Gerken Group S.A. ("Gerken"), a manufacturer of specialty carbon and graphite products for rail and other industrial applications, for a purchase price of approximately
$62.8 million
, net of cash acquired, resulting in preliminary goodwill of
$17.5 million
, none of which will be deductible for tax purposes.
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•
|
On
May 5, 2016
, the Company acquired the assets of Unitrac Railroad Materials ("Unitrac"), a leading designer and manufacturer of railroad products and track work services for a purchase price of approximately
$14.4 million
, net of cash acquired, resulting in preliminary goodwill of
$1.4 million
, all of which will be deductible for tax purposes.
|
•
|
On
October 30, 2015
, the Company acquired Relay Monitoring Systems PTY Ltd. ("RMS"), an Australian based manufacturer of electrical protection and control products for a purchase price of approximately
$18.7 million
, net of cash acquired, resulting in preliminary goodwill of
$8.9 million
, none of which will be deductible for tax purposes.
|
•
|
On
October 8, 2015
, the Company acquired Track IQ, an Australian based manufacturer of wayside sensor systems for the global rail industry for a purchase price of approximately
$9.3 million
, net of cash acquired, resulting in preliminary goodwill of
$6.5 million
, all of which will be deductible for tax purposes.
|
•
|
On
June 17, 2015
, the Company acquired Metalocaucho ("MTC"), a manufacturer of transit products, primarily rubber components for suspension and vibration control systems, for a purchase price of approximately
$23.4 million
, net of cash acquired, resulting in preliminary goodwill of
$13.2 million
, none of which will be deductible for tax purposes.
|
•
|
On
February 4, 2015
, the Company acquired Railroad Controls L.P. ("RCL"), a provider of railway signal construction services, for a purchase price of approximately
$78.0 million
, net of cash acquired, resulting in goodwill of
$14.8 million
, all of which will be deductible for tax purposes.
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Total
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Expected Delivery
|
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Total
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Expected Delivery
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||||||||||||||||
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Backlog
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Other
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Backlog
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Other
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In thousands
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12/31/2016
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2017
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Years
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12/31/2015
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2016
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Years
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||||||||||||
Freight Segment
|
|
$
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575,931
|
|
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$
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396,160
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$
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179,771
|
|
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$
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671,910
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$
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585,981
|
|
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$
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85,929
|
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Transit Segment
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3,405,561
|
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1,565,519
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1,840,042
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1,474,974
|
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621,736
|
|
|
853,238
|
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||||||
Total
|
|
$
|
3,981,492
|
|
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$
|
1,961,679
|
|
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$
|
2,019,813
|
|
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$
|
2,146,884
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|
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$
|
1,207,717
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|
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$
|
939,167
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Item 1A.
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RISK FACTORS
|
•
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difficulties in achieving identified financial and operating synergies, including the integration of operations, services and products;
|
•
|
diversion of management’s attention from other business concerns;
|
•
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the assumption of unknown liabilities; and
|
•
|
unanticipated changes in the market conditions, business and economic factors affecting such an acquisition.
|
•
|
lack of complete operating control;
|
•
|
lack of local business experience;
|
•
|
currency exchange fluctuations and devaluations;
|
•
|
foreign trade restrictions and exchange controls;
|
•
|
difficulty enforcing agreements and intellectual property rights;
|
•
|
the potential for nationalization of enterprises; and
|
•
|
economic, political and social instability and possible terrorist attacks against American interests.
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;
|
•
|
place us at a disadvantage compared to competitors that have less debt; and
|
•
|
limit our ability to borrow additional funds.
|
•
|
the uncertainty that an acquired business will achieve anticipated operating results;
|
•
|
significant expenses to integrate;
|
•
|
diversion of Management’s attention;
|
•
|
departure of key personnel from the acquired business;
|
•
|
effectively managing entrepreneurial spirit and decision-making;
|
•
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integration of different information systems;
|
•
|
unanticipated costs and exposure to unforeseen liabilities; and
|
•
|
impairment of assets.
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Item 1B.
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UNRESOLVED STAFF COMMENTS
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Item 2.
|
PROPERTIES
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Location
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Primary Use
|
|
Segment
|
|
Own/Lease
|
|
Approximate
Square Feet
|
||||
Domestic
|
|
|
|
|
|
|
|
|
|
|
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Rothbury, MI
|
|
Manufacturing/Warehouse/Office
|
|
Freight
|
|
Own
|
|
500,000
|
|
|
|
|
Wilmerding, PA
|
|
Manufacturing/Service
|
|
Freight
|
|
Own
|
|
365,000
|
|
|
(1
|
)
|
Lexington, TN
|
|
Manufacturing
|
|
Freight
|
|
Own
|
|
170,000
|
|
|
|
|
Jackson, TN
|
|
Manufacturing
|
|
Freight
|
|
Own
|
|
150,000
|
|
|
|
|
Berwick, PA
|
|
Manufacturing/Warehouse
|
|
Freight
|
|
Own
|
|
150,000
|
|
|
|
|
Chicago, IL
|
|
Manufacturing/Service
|
|
Freight
|
|
Own
|
|
123,140
|
|
|
|
|
Greensburg, PA
|
|
Manufacturing
|
|
Freight
|
|
Own
|
|
113,000
|
|
|
|
|
Chillicothe, OH
|
|
Manufacturing/Office
|
|
Freight
|
|
Own
|
|
104,000
|
|
|
|
|
Warren, OH
|
|
Manufacturing
|
|
Freight
|
|
Own
|
|
102,650
|
|
|
|
|
Delray Beach, FL
|
|
Warehouse
|
|
Freight
|
|
Lease
|
|
125,888
|
|
|
|
|
Boise, ID
|
|
Manufacturing
|
|
Freight/Transit
|
|
Own
|
|
326,000
|
|
|
|
|
Maxton, NC
|
|
Manufacturing
|
|
Freight/Transit
|
|
Own
|
|
105,000
|
|
|
|
|
Salem, VA
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
320,000
|
|
|
|
|
Greenville, SC
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
253,996
|
|
|
|
|
Greenville, SC
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
154,020
|
|
|
|
|
Brenham, TX
|
|
Manufacturing/Office
|
|
Transit
|
|
Own
|
|
144,671
|
|
|
|
|
Shreveport, LA
|
|
Office/Warehouse
|
|
Transit
|
|
Lease
|
|
258,915
|
|
|
|
|
Spartanburg, SC
|
|
Manufacturing/Service
|
|
Transit
|
|
Lease
|
|
183,600
|
|
|
|
|
Carson City, NV
|
|
Manufacturing
|
|
Transit
|
|
Lease
|
|
176,033
|
|
|
|
|
Buffalo Grove, IL
|
|
Manufacturing
|
|
Transit
|
|
Lease
|
|
115,570
|
|
|
|
|
International
|
|
|
|
|
|
|
|
|
|
|
||
Sao Paulo, Brazil
|
|
Manufacturing/Office
|
|
Freight
|
|
Own
|
|
176,872
|
|
|
|
|
Wallaceburg (Ontario), Canada
|
|
Manufacturing
|
|
Freight
|
|
Own
|
|
126,000
|
|
|
|
|
Northampton, UK
|
|
Manufacturing
|
|
Freight
|
|
Lease
|
|
300,000
|
|
|
|
|
Shenyang City, Liaoning Province, China
|
|
Manufacturing
|
|
Freight
|
|
Lease
|
|
290,550
|
|
|
|
|
Lincolnshire, UK
|
|
Manufacturing/Office
|
|
Freight
|
|
Lease
|
|
149,468
|
|
|
|
|
London (Ontario), Canada
|
|
Manufacturing
|
|
Freight
|
|
Lease
|
|
103,540
|
|
|
|
|
Doncaster, UK
|
|
Manufacturing/Service
|
|
Freight/Transit
|
|
Own
|
|
330,000
|
|
|
|
|
Kilmarnock, UK
|
|
Manufacturing
|
|
Freight/Transit
|
|
Own
|
|
107,975
|
|
|
|
|
Loughborough, UK
|
|
Manufacturing
|
|
Freight/Transit
|
|
Lease
|
|
245,245
|
|
|
|
|
Kempton Park, South Africa
|
|
Manufacturing
|
|
Freight/Transit
|
|
Lease
|
|
156,077
|
|
|
|
|
Piossasco, Italy
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
301,389
|
|
|
|
|
Monte Alto, Brazil
|
|
Manufacturing/Office
|
|
Transit
|
|
Own
|
|
244,081
|
|
|
|
|
Tamil Nadu, India
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
220,132
|
|
|
|
|
Schkeuditz, Germany
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
219,411
|
|
|
|
Location
|
|
Primary Use
|
|
Segment
|
|
Own/Lease
|
|
Approximate
Square Feet
|
||||
Schuttorf, Germany
|
|
Manufacturing/Office
|
|
Transit
|
|
Own
|
|
189,445
|
|
|
|
|
Amiens, France
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
142,395
|
|
|
|
|
Chard, UK
|
|
Manufacturing/Office
|
|
Transit
|
|
Own
|
|
141,610
|
|
|
|
|
St Pierre Des Corps, France
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
133,278
|
|
|
|
|
Avellino, Italy
|
|
Manufacturing/Office
|
|
Transit
|
|
Own
|
|
132,495
|
|
|
|
|
Burton on Trent, UK
|
|
Manufacturing/Office
|
|
Transit
|
|
Lease
|
|
253,453
|
|
|
|
|
Blovice, Czech Republic
|
|
Manufacturing
|
|
Transit
|
|
Lease
|
|
234,814
|
|
|
|
|
Witten, Germany
|
|
Manufacturing
|
|
Transit
|
|
Lease
|
|
209,422
|
|
|
|
|
Verviers, Belgium
|
|
Manufacturing/Office
|
|
Transit
|
|
Lease
|
|
137,024
|
|
|
|
|
Camisano, Italy
|
|
Manufacturing/Office
|
|
Transit
|
|
Lease
|
|
136,465
|
|
|
|
|
San Luis Potosi, Mexico
|
|
Manufacturing/Office
|
|
Transit
|
|
Lease
|
|
112,825
|
|
|
|
|
Birkenhead, UK
|
|
Overhaul/Manufacturing
|
|
Transit
|
|
Lease
|
|
109,146
|
|
|
|
|
Shanghai, China
|
|
Manufacturing
|
|
Transit
|
|
Lease
|
|
104,097
|
|
|
|
(1)
|
Approximately 250,000 square feet are currently used in connection with the Company’s corporate and manufacturing operations. The remainder is leased to third parties.
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Officers
|
|
Age
|
|
Position
|
Albert J. Neupaver
|
|
66
|
|
Executive Chairman
|
Raymond T. Betler
|
|
61
|
|
President and Chief Executive Officer
|
Stephane Rambaud-Measson
|
|
54
|
|
Executive Vice President, President and Chief Executive Officer-Transit Segment
|
Patrick D. Dugan
|
|
50
|
|
Executive Vice President Finance, and Chief Financial Officer
|
Guillaume Bouhours
|
|
40
|
|
Senior Vice President and Chief Financial Officer-Transit Segment
|
R. Mark Cox
|
|
48
|
|
Executive Vice President, Corporate Development
|
David L. DeNinno
|
|
61
|
|
Executive Vice President, General Counsel and Secretary
|
Scott E. Wahlstrom
|
|
53
|
|
Executive Vice President, Human Resources
|
John A. Mastalerz
|
|
50
|
|
Vice President of Finance, Corporate Controller and Principal Accounting Officer
|
Timothy R. Wesley
|
|
55
|
|
Vice President, Investor Relations and Corporate Communications
|
Item 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
2016
|
|
High
|
|
Low
|
|
Dividends
|
||||||
First Quarter
|
|
$
|
80.61
|
|
|
$
|
60.28
|
|
|
$
|
0.080
|
|
Second Quarter
|
|
$
|
88.46
|
|
|
$
|
66.14
|
|
|
$
|
0.080
|
|
Third Quarter
|
|
$
|
82.00
|
|
|
$
|
65.54
|
|
|
$
|
0.100
|
|
Fourth Quarter
|
|
$
|
89.18
|
|
|
$
|
74.32
|
|
|
$
|
0.100
|
|
2015
|
|
High
|
|
Low
|
|
Dividends
|
||||||
First Quarter
|
|
$
|
97.16
|
|
|
$
|
81.21
|
|
|
$
|
0.060
|
|
Second Quarter
|
|
$
|
105.10
|
|
|
$
|
93.49
|
|
|
$
|
0.060
|
|
Third Quarter
|
|
$
|
103.07
|
|
|
$
|
87.95
|
|
|
$
|
0.080
|
|
Fourth Quarter
|
|
$
|
94.61
|
|
|
$
|
67.96
|
|
|
$
|
0.080
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
||||||||||||||||||
In thousands, except per share amounts
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,931,188
|
|
|
$
|
3,307,998
|
|
|
$
|
3,044,454
|
|
|
$
|
2,566,392
|
|
|
$
|
2,391,122
|
|
Gross profit
|
|
924,239
|
|
|
1,047,816
|
|
|
935,982
|
|
|
764,027
|
|
|
694,567
|
|
|||||
Operating expenses
|
|
(465,878
|
)
|
|
(440,249
|
)
|
|
(408,873
|
)
|
|
(326,717
|
)
|
|
(302,288
|
)
|
|||||
Income from operations
|
|
$
|
458,361
|
|
|
$
|
607,567
|
|
|
$
|
527,109
|
|
|
$
|
437,310
|
|
|
$
|
392,279
|
|
Interest expense, net
|
|
$
|
(42,561
|
)
|
|
$
|
(16,888
|
)
|
|
$
|
(17,574
|
)
|
|
$
|
(15,341
|
)
|
|
$
|
(14,251
|
)
|
Other (expense) income, net
|
|
(2,963
|
)
|
|
(5,311
|
)
|
|
(1,680
|
)
|
|
(882
|
)
|
|
(670
|
)
|
|||||
Net income attributable to Wabtec shareholders
|
|
$
|
304,887
|
|
|
$
|
398,628
|
|
|
$
|
351,680
|
|
|
$
|
292,235
|
|
|
$
|
251,732
|
|
Diluted Earnings per Common Share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Wabtec shareholders (1)
|
|
$
|
3.34
|
|
|
$
|
4.10
|
|
|
$
|
3.62
|
|
|
$
|
3.01
|
|
|
$
|
2.60
|
|
Cash dividends declared per share (1)
|
|
$
|
0.36
|
|
|
$
|
0.28
|
|
|
$
|
0.20
|
|
|
$
|
0.13
|
|
|
$
|
0.08
|
|
Fully diluted shares outstanding (1)
|
|
91,141
|
|
|
97,006
|
|
|
96,885
|
|
|
96,832
|
|
|
96,742
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
6,581,018
|
|
|
$
|
3,229,513
|
|
|
$
|
3,303,841
|
|
|
$
|
2,821,997
|
|
|
$
|
2,351,542
|
|
Cash
|
|
398,484
|
|
|
226,191
|
|
|
425,849
|
|
|
285,760
|
|
|
215,766
|
|
|||||
Total debt
|
|
1,892,776
|
|
|
692,238
|
|
|
521,195
|
|
|
450,709
|
|
|
317,896
|
|
|||||
Shareholder' equity
|
|
2,976,825
|
|
|
1,701,339
|
|
|
1,808,298
|
|
|
1,587,167
|
|
|
1,282,017
|
|
(1)
|
Information above for net income attributable to Wabtec shareholders, cash dividends declared per share and fully diluted shares outstanding for all periods presented reflects the two-for-one split of the Company’s common stock, which occurred on May 14, 2013.
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Wabtec made an irrevocable offer to the owners of approximately 51% of Faiveley Transport's shares for a purchase price of €100 per share, payable between 25% and 45% in cash at the election of those shareholders with the remainder in common stock.
|
•
|
Upon completion of required labor group consultations, on October 6, 2015, the 51% shareholders entered into a definitive Share Purchase Agreement, which was amended on October 24, 2016, and Faiveley Transport entered into the Tender Offer Agreement with Wabtec which was also amended on October 24, 2016.
|
•
|
Upon completing the share purchase under the Share Purchase Agreement, Wabtec commenced a tender offer for the remaining publicly traded Faiveley Transport shares. The public shareholders will have the option to elect to receive €100 per share in cash or Wabtec common stock. The common stock portion of the consideration is subject to a cap on issuance of Faiveley common shares that will be equivalent to the rates of cash and stock elected by the 51% owners. Wabtec intends to delist Faiveley Transport from Euronext after the tender offer if minority interests represent less than 5%.
|
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
2,931,188
|
|
|
$
|
3,307,998
|
|
|
$
|
3,044,454
|
|
Cost of sales
|
|
(2,006,949
|
)
|
|
(2,260,182
|
)
|
|
(2,108,472
|
)
|
|||
Gross profit
|
|
924,239
|
|
|
1,047,816
|
|
|
935,982
|
|
|||
Selling, general and administrative expenses
|
|
(371,805
|
)
|
|
(347,373
|
)
|
|
(324,539
|
)
|
|||
Engineering expenses
|
|
(71,375
|
)
|
|
(71,213
|
)
|
|
(61,886
|
)
|
|||
Amortization expense
|
|
(22,698
|
)
|
|
(21,663
|
)
|
|
(22,448
|
)
|
|||
Total operating expenses
|
|
(465,878
|
)
|
|
(440,249
|
)
|
|
(408,873
|
)
|
|||
Income from operations
|
|
458,361
|
|
|
607,567
|
|
|
527,109
|
|
|||
Interest expense, net
|
|
(42,561
|
)
|
|
(16,888
|
)
|
|
(17,574
|
)
|
|||
Other (expense) income, net
|
|
(2,963
|
)
|
|
(5,311
|
)
|
|
(1,680
|
)
|
|||
Income from operations before income taxes
|
|
412,837
|
|
|
585,368
|
|
|
507,855
|
|
|||
Income tax expense
|
|
(99,433
|
)
|
|
(186,740
|
)
|
|
(156,175
|
)
|
|||
Net income
|
|
313,404
|
|
|
398,628
|
|
|
351,680
|
|
|||
Noncontrolling interest
|
|
(8,517
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Wabtec shareholders
|
|
$
|
304,887
|
|
|
$
|
398,628
|
|
|
$
|
351,680
|
|
|
|
For the year ended December 31,
|
|||||||||
|
|
|
|
|
|
Percent
|
|||||
In thousands
|
|
2016
|
|
2015
|
|
Change
|
|||||
Freight Segment
|
|
$
|
1,543,098
|
|
|
$
|
2,054,715
|
|
|
(24.9
|
)%
|
Transit Segment
|
|
1,388,090
|
|
|
1,253,283
|
|
|
10.8
|
%
|
||
Net sales
|
|
2,931,188
|
|
|
3,307,998
|
|
|
(11.4
|
)%
|
||
Income from operations
|
|
458,361
|
|
|
607,567
|
|
|
(24.6
|
)%
|
||
Net income
|
|
$
|
313,404
|
|
|
$
|
398,628
|
|
|
(21.4
|
)%
|
|
|
Freight
|
|
Transit
|
|
|
||||||
In thousands
|
|
Segment
|
|
Segment
|
|
Total
|
||||||
2015 Net Sales
|
|
$
|
2,054,715
|
|
|
$
|
1,253,283
|
|
|
$
|
3,307,998
|
|
Acquisitions
|
|
55,097
|
|
|
134,095
|
|
|
189,192
|
|
|||
Change in Sales by Product Line:
|
|
|
|
|
|
|
||||||
Specialty Products & Electronics
|
|
(438,285
|
)
|
|
35,611
|
|
|
(402,674
|
)
|
|||
Brake Products
|
|
(50,665
|
)
|
|
(4,442
|
)
|
|
(55,107
|
)
|
|||
Other
|
|
(26,908
|
)
|
|
57
|
|
|
(26,851
|
)
|
|||
Remanufacturing, Overhaul & Build
|
|
(33,700
|
)
|
|
22,743
|
|
|
(10,957
|
)
|
|||
Other Transit Products
|
|
—
|
|
|
656
|
|
|
656
|
|
|||
Foreign exchange
|
|
(17,156
|
)
|
|
(53,913
|
)
|
|
(71,069
|
)
|
|||
2016 Net Sales
|
|
$
|
1,543,098
|
|
|
$
|
1,388,090
|
|
|
$
|
2,931,188
|
|
|
Twelve Months Ended December 31, 2016
|
|||||||||||||||||||
In thousands
|
Freight
|
|
Percentage of
Sales |
|
Transit
|
|
Percentage of
Sales |
|
Total
|
|
Percentage of
Sales |
|||||||||
Material
|
$
|
590,876
|
|
|
38.3
|
%
|
|
$
|
587,516
|
|
|
42.3
|
%
|
|
$
|
1,178,392
|
|
|
40.2
|
%
|
Labor
|
176,518
|
|
|
11.4
|
%
|
|
170,481
|
|
|
12.3
|
%
|
|
346,999
|
|
|
11.8
|
%
|
|||
Overhead
|
242,956
|
|
|
15.7
|
%
|
|
213,821
|
|
|
15.4
|
%
|
|
456,777
|
|
|
15.6
|
%
|
|||
Other/Warranty
|
5,575
|
|
|
0.4
|
%
|
|
19,206
|
|
|
1.4
|
%
|
|
24,781
|
|
|
0.8
|
%
|
|||
Total cost of sales
|
$
|
1,015,925
|
|
|
65.8
|
%
|
|
$
|
991,024
|
|
|
71.4
|
%
|
|
$
|
2,006,949
|
|
|
68.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Twelve Months Ended December 31, 2015
|
|||||||||||||||||||
In thousands
|
Freight
|
|
Percentage of
Sales |
|
Transit
|
|
Percentage of
Sales |
|
Total
|
|
Percentage of
Sales |
|||||||||
Material
|
$
|
854,728
|
|
|
41.6
|
%
|
|
$
|
531,152
|
|
|
42.4
|
%
|
|
$
|
1,385,880
|
|
|
41.9
|
%
|
Labor
|
219,495
|
|
|
10.7
|
%
|
|
156,357
|
|
|
12.5
|
%
|
|
375,852
|
|
|
11.4
|
%
|
|||
Overhead
|
282,132
|
|
|
13.7
|
%
|
|
182,501
|
|
|
14.6
|
%
|
|
464,633
|
|
|
14.0
|
%
|
|||
Other/Warranty
|
5,926
|
|
|
0.3
|
%
|
|
27,891
|
|
|
2.2
|
%
|
|
33,817
|
|
|
1.0
|
%
|
|||
Total cost of sales
|
$
|
1,362,281
|
|
|
66.3
|
%
|
|
$
|
897,901
|
|
|
71.7
|
%
|
|
$
|
2,260,182
|
|
|
68.3
|
%
|
|
|
For the year ended December 31,
|
||||||||||||
|
|
|
|
Percentage of
|
|
|
|
Percentage of
|
||||||
In thousands
|
|
2016
|
|
Sales
|
|
2015
|
|
Sales
|
||||||
Selling, general and administrative expenses
|
|
$
|
371,805
|
|
|
12.7
|
%
|
|
$
|
347,373
|
|
|
10.5
|
%
|
Engineering expenses
|
|
71,375
|
|
|
2.4
|
%
|
|
71,213
|
|
|
2.2
|
%
|
||
Amortization expense
|
|
22,698
|
|
|
0.8
|
%
|
|
21,663
|
|
|
0.7
|
%
|
||
Total operating expenses
|
|
$
|
465,878
|
|
|
15.9
|
%
|
|
$
|
440,249
|
|
|
13.4
|
%
|
|
|
For the year ended December 31,
|
|||||||||
|
|
|
|
|
|
Percent
|
|||||
In thousands
|
|
2016
|
|
2015
|
|
Change
|
|||||
Freight Segment
|
|
$
|
182,718
|
|
|
$
|
208,773
|
|
|
(12.5
|
)%
|
Transit Segment
|
|
225,620
|
|
|
205,415
|
|
|
9.8
|
%
|
||
Corporate
|
|
57,540
|
|
|
26,061
|
|
|
120.8
|
%
|
||
Total operating expenses
|
|
$
|
465,878
|
|
|
$
|
440,249
|
|
|
5.8
|
%
|
|
|
For the year ended December 31,
|
|||||||||
|
|
|
|
|
|
Percent
|
|||||
In thousands
|
|
2015
|
|
2014
|
|
Change
|
|||||
Freight Segment
|
|
$
|
2,054,715
|
|
|
$
|
1,731,477
|
|
|
18.7
|
%
|
Transit Segment
|
|
1,253,283
|
|
|
1,312,977
|
|
|
(4.5
|
)%
|
||
Net sales
|
|
3,307,998
|
|
|
3,044,454
|
|
|
8.7
|
%
|
||
Income from operations
|
|
607,567
|
|
|
527,109
|
|
|
15.3
|
%
|
||
Net income attributable to Wabtec shareholders
|
|
$
|
398,628
|
|
|
$
|
351,680
|
|
|
13.3
|
%
|
|
|
Freight
|
|
Transit
|
|
|
||||||
In thousands
|
|
Segment
|
|
Segment
|
|
Total
|
||||||
2014 Net Sales
|
|
$
|
1,731,477
|
|
|
$
|
1,312,977
|
|
|
$
|
3,044,454
|
|
Acquisition
|
|
145,529
|
|
|
117,291
|
|
|
262,820
|
|
|||
Change in Sales by Product Line:
|
|
|
|
|
|
|
||||||
Specialty Products & Electronics
|
|
145,680
|
|
|
10,776
|
|
|
156,456
|
|
|||
Remanufacturing, Overhaul & Build
|
|
80,443
|
|
|
(53,883
|
)
|
|
26,560
|
|
|||
Brake Products
|
|
18,905
|
|
|
(23,094
|
)
|
|
(4,189
|
)
|
|||
Other Transit Products
|
|
—
|
|
|
(10,408
|
)
|
|
(10,408
|
)
|
|||
Other
|
|
(17,764
|
)
|
|
1,894
|
|
|
(15,870
|
)
|
|||
Foreign exchange
|
|
(49,555
|
)
|
|
(102,270
|
)
|
|
(151,825
|
)
|
|||
2015 Net Sales
|
|
$
|
2,054,715
|
|
|
$
|
1,253,283
|
|
|
$
|
3,307,998
|
|
|
Twelve Months Ended December 31, 2015
|
|||||||||||||||||||
In thousands
|
Freight
|
|
Percentage of
Sales |
|
Transit
|
|
Percentage of
Sales |
|
Total
|
|
Percentage of
Sales |
|||||||||
Material
|
$
|
854,728
|
|
|
41.6
|
%
|
|
$
|
531,152
|
|
|
42.4
|
%
|
|
$
|
1,385,880
|
|
|
41.9
|
%
|
Labor
|
219,495
|
|
|
10.7
|
%
|
|
156,357
|
|
|
12.5
|
%
|
|
375,852
|
|
|
11.4
|
%
|
|||
Overhead
|
282,132
|
|
|
13.7
|
%
|
|
182,501
|
|
|
14.6
|
%
|
|
464,633
|
|
|
14.0
|
%
|
|||
Other/Warranty
|
5,926
|
|
|
0.3
|
%
|
|
27,891
|
|
|
2.2
|
%
|
|
33,817
|
|
|
1.0
|
%
|
|||
Total cost of sales
|
$
|
1,362,281
|
|
|
66.3
|
%
|
|
$
|
897,901
|
|
|
71.7
|
%
|
|
$
|
2,260,182
|
|
|
68.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Twelve Months Ended December 31, 2014
|
|||||||||||||||||||
In thousands
|
Freight
|
|
Percentage of
Sales |
|
Transit
|
|
Percentage of
Sales |
|
Total
|
|
Percentage of
Sales |
|||||||||
Material
|
$
|
730,395
|
|
|
42.2
|
%
|
|
$
|
586,571
|
|
|
44.7
|
%
|
|
$
|
1,316,966
|
|
|
43.3
|
%
|
Labor
|
178,309
|
|
|
10.3
|
%
|
|
165,260
|
|
|
12.6
|
%
|
|
343,569
|
|
|
11.3
|
%
|
|||
Overhead
|
228,147
|
|
|
13.2
|
%
|
|
196,481
|
|
|
15.0
|
%
|
|
424,628
|
|
|
13.9
|
%
|
|||
Other/Warranty
|
1,691
|
|
|
0.1
|
%
|
|
21,618
|
|
|
1.6
|
%
|
|
23,309
|
|
|
0.8
|
%
|
|||
Total cost of sales
|
$
|
1,138,542
|
|
|
65.8
|
%
|
|
$
|
969,930
|
|
|
73.9
|
%
|
|
$
|
2,108,472
|
|
|
69.3
|
%
|
|
|
For the year ended December 31,
|
||||||||||||
|
|
|
|
Percentage of
|
|
|
|
Percentage of
|
||||||
In thousands
|
|
2015
|
|
Sales
|
|
2014
|
|
Sales
|
||||||
Selling, general and administrative expenses
|
|
$
|
347,373
|
|
|
10.7
|
%
|
|
$
|
324,539
|
|
|
10.7
|
%
|
Engineering expenses
|
|
71,213
|
|
|
2.0
|
%
|
|
61,886
|
|
|
2.0
|
%
|
||
Amortization expense
|
|
21,663
|
|
|
0.7
|
%
|
|
22,448
|
|
|
0.7
|
%
|
||
Total operating expenses
|
|
$
|
440,249
|
|
|
13.4
|
%
|
|
$
|
408,873
|
|
|
13.4
|
%
|
|
|
For the year ended December 31,
|
|||||||||
|
|
|
|
|
|
Percent
|
|||||
In thousands
|
|
2015
|
|
2014
|
|
Change
|
|||||
Freight Segment
|
|
$
|
208,773
|
|
|
$
|
188,929
|
|
|
10.5
|
%
|
Transit Segment
|
|
205,415
|
|
|
196,776
|
|
|
28.5
|
%
|
||
Corporate
|
|
26,061
|
|
|
23,168
|
|
|
49.9
|
%
|
||
Total operating expenses
|
|
$
|
440,249
|
|
|
$
|
408,873
|
|
|
25.1
|
%
|
|
|
For the year ended
December 31, |
||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash provided by (used for):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
449,307
|
|
|
$
|
448,260
|
|
|
$
|
472,385
|
|
Investing activities
|
|
(775,065
|
)
|
|
(380,136
|
)
|
|
(347,678
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from debt
|
|
1,875,000
|
|
|
787,400
|
|
|
563,400
|
|
|||
Payments of debt
|
|
(1,102,748
|
)
|
|
(612,680
|
)
|
|
(493,819
|
)
|
|||
Stock repurchase
|
|
(212,176
|
)
|
|
(387,787
|
)
|
|
(26,757
|
)
|
|||
Cash dividends
|
|
(32,430
|
)
|
|
(26,963
|
)
|
|
(19,246
|
)
|
|||
Other
|
|
(3,452
|
)
|
|
(8,884
|
)
|
|
1,928
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2016
|
|
2015
|
||||
3.45% Senior Notes, due 2026, net of unamortized debt
issuance costs of $2,526 and $0 |
|
$
|
747,474
|
|
|
$
|
—
|
|
4.375% Senior Notes, due 2023, net of unamortized
discount and debt issuance costs of $1,690 and $1,947 |
|
248,310
|
|
|
248,053
|
|
||
Revolving Credit Facility and Term Loan, net of unamortized
debt issuance costs of $3,850 and $1,542 |
|
796,150
|
|
|
443,458
|
|
||
Schuldschein Loan
|
|
98,671
|
|
|
—
|
|
||
Other Borrowings
|
|
1,153
|
|
|
—
|
|
||
Capital Leases
|
|
1,018
|
|
|
727
|
|
||
Total
|
|
1,892,776
|
|
|
692,238
|
|
||
Less - current portion
|
|
129,809
|
|
|
433
|
|
||
Long-term portion
|
|
$
|
1,762,967
|
|
|
$
|
691,805
|
|
Maturity
|
|
Rate
|
|
Amounts
|
||
March 2019
|
|
Euribor 6 months + 1.30%
|
|
$
|
15,831
|
|
March 2019
|
|
2.32%
|
|
2,630
|
|
|
December 2020
|
|
3.04%
|
|
21,110
|
|
|
March 2021
|
|
Euribor 6 months + 1.65%
|
|
23,220
|
|
|
March 2021
|
|
3.07%
|
|
14,770
|
|
|
March 2024
|
|
4.00%
|
|
21,110
|
|
|
Total
|
|
|
|
$
|
98,671
|
|
|
|
|
|
Less than
|
|
1 - 3
|
|
3 - 5
|
|
More than
|
||||||||||
In thousands
|
|
Total
|
|
1 year
|
|
years
|
|
years
|
|
5 years
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase obligations (1)
|
|
$
|
70,028
|
|
|
$
|
3,230
|
|
|
$
|
49,931
|
|
|
$
|
4,016
|
|
|
$
|
12,851
|
|
Operating leases (2)
|
|
138,581
|
|
|
26,372
|
|
|
41,457
|
|
|
29,691
|
|
|
41,061
|
|
|||||
Pension benefit payments (3)
|
|
158,655
|
|
|
14,920
|
|
|
29,222
|
|
|
31,248
|
|
|
83,265
|
|
|||||
Postretirement benefit payments (4)
|
|
11,537
|
|
|
1,269
|
|
|
2,463
|
|
|
2,384
|
|
|
5,421
|
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest payments (5)
|
|
374,688
|
|
|
47,231
|
|
|
91,369
|
|
|
91,262
|
|
|
144,826
|
|
|||||
Long-term debt (6)
|
|
1,892,776
|
|
|
129,809
|
|
|
274
|
|
|
766,206
|
|
|
996,487
|
|
|||||
Dividends to shareholders (7)
|
|
38,170
|
|
|
38,170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital projects (8)
|
|
110,655
|
|
|
110,655
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Standby letters of credit (9)
|
|
53,915
|
|
|
42,996
|
|
|
7,179
|
|
|
390
|
|
|
3,350
|
|
|||||
Total
|
|
$
|
2,849,005
|
|
|
$
|
414,652
|
|
|
$
|
221,895
|
|
|
$
|
925,197
|
|
|
$
|
1,287,261
|
|
(1)
|
Purchase obligations represent non-cancelable contractual obligations at December 31,
2016
. In addition, the Company had
$243.2 million
of open purchase orders for which the related goods or services had not been received. Although open purchase orders are considered enforceable and legally binding, their terms generally allow us the option to cancel, reschedule and adjust our requirements based on our business needs prior to the delivery of goods or performance of services.
|
(2)
|
Future minimum payments for operating leases are disclosed by year in Note 14 of the “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report.
|
(3)
|
Annual payments to participants are expected to continue into the foreseeable future at the amounts or ranges noted. Pension benefit payments are based on actuarial estimates using current assumptions for discount rates, expected return on long-term assets and rate of compensation increases. The Company expects to contribute about
$7.1 million
to pension plan investments in 2016. See further disclosure in Note 9 of the “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report.
|
(4)
|
Annual payments to participants are expected to continue into the foreseeable future at the amounts or ranges noted. Postretirement payments are based on actuarial estimates using current assumptions for discount rates and health care costs. See further disclosure in Note 9 of the “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report.
|
(5)
|
Interest payments are payable May and November of each year at 3.45% of $750 million Senior Notes due in 2026. Interest payments are payable February and August of each year at 4.375% of $250 million Senior Notes due in 2023. Interest payments for the Revolving Credit Facility and Capital Leases are based on contractual terms and the Company’s current interest rates.
|
(6)
|
Scheduled principal repayments of outstanding loan balances are disclosed in Note 8 of the “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report.
|
(7)
|
Shareholder dividends are subject to approval by the Company’s Board of Directors, currently at an annual rate of approximately
$38.2 million
.
|
(8)
|
The annual capital expenditure budget is subject to approval by the Board of Directors. The 2016 budget amount was approved at the January 2017 Board of Directors meeting.
|
(9)
|
The
$53.9 million
of standby letters of credit is comprised of
$53.1 million
in outstanding letters of credit for performance and bid bond purposes and
$0.8 million
in interest, which expire in various dates through 2050. Amounts include interest payments based on contractual terms and the Company’s current interest rate.
|
•
|
prolonged unfavorable economic and industry conditions in the markets served by us, including North America, South America, Europe, Australia, Asia, and South Africa;
|
•
|
decline in demand for freight cars, locomotives, passenger transit cars, buses and related products and services;
|
•
|
reliance on major original equipment manufacturer customers;
|
•
|
original equipment manufacturers’ program delays;
|
•
|
demand for services in the freight and passenger rail industry;
|
•
|
demand for our products and services;
|
•
|
orders either being delayed, canceled, not returning to historical levels, or reduced or any combination of the foregoing;
|
•
|
consolidations in the rail industry;
|
•
|
continued outsourcing by our customers;
|
•
|
industry demand for faster and more efficient braking equipment;
|
•
|
fluctuations in interest rates and foreign currency exchange rates; or
|
•
|
availability of credit;
|
•
|
supply disruptions;
|
•
|
technical difficulties;
|
•
|
changes in operating conditions and costs;
|
•
|
increases in raw material costs;
|
•
|
successful introduction of new products;
|
•
|
performance under material long-term contracts;
|
•
|
labor relations;
|
•
|
the outcome of our existing or any future legal proceedings, including litigation involving our principal customers and any litigation with respect to environmental matters, asbestos-related matters, pension liabilities, warranties, product liabilities or intellectual property claims;
|
•
|
completion and integration of acquisitions, including the acquisition of Faiveley Transport; or
|
•
|
the development and use of new technology;
|
•
|
the actions of competitors;
|
•
|
political stability in relevant areas of the world;
|
•
|
future regulation/deregulation of our customers and/or the rail industry;
|
•
|
levels of governmental funding on transit projects, including for some of our customers;
|
•
|
political developments and laws and regulations, including those related to Positive Train Control; or
|
•
|
federal and state income tax legislation; and
|
•
|
the outcome of negotiations with partners, governments, suppliers, customers or others.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
|
|
(a)
Number of securities to be issued upon exercise of outstanding options, |
|
(b)
Weighted-average exercise price of outstanding options warrants |
|
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities |
||||
Plan Category
|
|
warrants and rights
|
|
and rights
|
|
reflected in column (a))
|
||||
Equity compensation plans approved by shareholders
|
|
1,098,823
|
|
|
$
|
35.39
|
|
|
2,469,849
|
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,098,823
|
|
|
$
|
35.39
|
|
|
2,469,849
|
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
|
Page
|
|
(1)
|
Financial Statements and Reports on Internal Control
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
(2)
|
Financial Statement Schedules
|
|
|
|
|
||
|
|
Filing
Method
|
|
|
Exhibits
|
|
|
2.1
|
Offer relating to Faiveley Transport, S.A. among Financiere Faiveley S.A., Famille Faiveley Participations, Francois Faiveley, Erwan Faiveley, FW Acquisition, LLC, and Wabtec Corporation dated as of July 27, 2015
|
15
|
|
2.2
|
Exclusivity Agreement among Financiere Faiveley S.A., Famille Faiveley Participations Francois Faiveley, Erwan Faiveley, FW Acquisition, LLC, and Wabtec Corporation dated as of July 27, 2015
|
15
|
|
2.3
|
Share Purchase Agreement among Financiere Faiveley S.A., Famille Faiveley Participations Francois Faiveley, Erwan Faiveley, FW Acquisition, LLC and Wabtec Corporation dated as of October 6, 2015
|
16
|
|
2.4
|
Tender Offer Agreement among Faiveley Transport S.A., FW Acquisition, LLC, and Wabtec Corporation dated as of October 6, 2015
|
16
|
|
2.5
|
Shareholder's Agreement among Financiere Faiveley S.A., FW Acquisition, LLC, and Wabtec Corporation dated as of October 6, 2015
|
16
|
|
2.6
|
Amendment No. 1 to Share Purchase Agreement among Mr. Erwan Faiveley, Wabtec France, and Wabtec Corporation dated as of October 24, 2016
|
17
|
|
2.7
|
Amendment No. 1 to Tender Offer Agreement among Faiveley Transport, S.A., Wabtec France, and Wabtec Corporation dated as of October 24, 2016
|
17
|
|
2.8
|
Amendment No. 1 to Shareholder’s Agreement among Financiere Faiveley S.A., Famille Faiveley Participations, Francois Faiveley, Erwan Faiveley, and Wabtec Corporation dated as of dated as of October 24, 2016
|
17
|
|
3.1
|
Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended December 31, 2003
|
9
|
|
3.2
|
Certificate of Amendment of Restated Certificate of Incorporation dated May 14, 2013
|
11
|
|
3.3
|
Amended and By-Laws of the Company, effective May 14, 2014
|
8
|
|
4.1
|
Indenture, dated August 8, 2013 by and between the Company and Wells Fargo, National Association, as Trustee
|
12
|
|
4.2
|
First Supplemental Indenture, dated August 8, 2013, by and between the Company and Wells Fargo Bank, National Association, as Trustee
|
12
|
|
4.3
|
Form of 4.375% Senior Note due 2023 (included in Exhibit 4.2)
|
12
|
|
4.4
|
Second Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee
|
19
|
|
4.5
|
Third Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee.
|
19
|
|
4.6
|
Form of 3.450% Senior Note due 2026 (included in Exhibit 4.5).
|
19
|
|
4.7
|
Registration Rights Agreement, by and among Westinghouse Air Brake Technologies Corporation, the guarantors listed therein and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and PNC Capital Markets LLC, as representatives of the several initial purchasers named in the Purchase Agreement (as defined therein).
|
19
|
|
4.8
|
Purchase Agreement, dated October 31, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and PNC Capital Markets LLC, as representatives of the several initial purchasers named therein.
|
18
|
|
4.9
|
Fourth Supplemental Indenture, dated February 9, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee.
|
1
|
|
10.1
|
Agreement of Sale and Purchase of the North American Operations of the Railway Products Group, an operating division of American Standard Inc. (now known as Trane), dated as of 1990 between Rail Acquisition Corp. and American Standard Inc. (only provisions on indemnification are reproduced)
|
2
|
|
10.2
|
Letter Agreement (undated) between the Company and American Standard Inc. (now known as Trane) on environmental costs and sharing
|
2
|
|
10.3
|
Purchase Agreement dated as of June 17, 1992 among the Company, Schuller International, Inc., Manville Corporation and European Overseas Corporation (only provisions on indemnification are reproduced)
|
2
|
|
10.4
|
Westinghouse Air Brake Company 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended *
|
4
|
|
10.5
|
Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as amended *
|
4
|
|
10.6
|
Employment Agreement with Albert J. Neupaver, dated February 1, 2006 *
|
3
|
|
10.7
|
Form of Restricted Stock Agreement *
|
10
|
|
10.8
|
Westinghouse Air Brake Technologies Corporation 2011 Stock Incentive Plan *
|
5
|
|
10.9
|
Stock Purchase Agreement, by and among the Company, Standard Car Truck Company and Robclif, Inc., dated September 12, 2008
|
6
|
|
10.10
|
First Amended and Restated Refinancing Credit Agreement, dated as of December 19, 2013, by and among the Company, Wabtec Cooperatief UA, certain subsidiaries as the guarantors, the lenders party thereto and, PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, J.P. Morgan Securities, Inc., as Joint Lead Arranges and Joint Book Runners, JP Morgan Chase Bank, N.A. as Syndication Agent, Bank of America, N.A., and Citizens Bank of Pennsylvania, Branch Banking and Trust Company and The Bank of Toyko-Mitsubish UFJ, Ltd., as Co-Documentation Agents
|
13
|
|
10.11
|
Second Amended and Restated Refinancing Credit Agreement, dated as of June 22, 2016, by and among the Company, Wabtec Cooperatief UA, as borrowers, certain subsidiaries of the Company as guarantors and the lenders party thereto and PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, Merrill Lynch, Pierce, Fenner & Smith Inc., JPMorgan Chase Bank, N.A., HSBC Bank, USA, National Association and Société Générale, as Joint Lead Arrangers and Joint Bookrunners, Bank of America, National Association and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, and HSBC Bank USA, National Association and Société Générale, as Co-Documentation Agents.
|
14
|
|
10.12
|
Form of Employment Continuation Agreement entered into by the Company with Albert J. Neupaver, Raymond T. Betler, Charles F. Kovac, R. Mark Cox, David L. DeNinno, Patrick D. Dugan, Scott E. Wahlstrom, Michael E. Fetsko and Timothy R. Wesley*
|
7
|
|
10.13
|
Amended and Restated Employment Agreement with Stephane Rambaud-Measson dated October 24, 2016*
|
1
|
|
10.14
|
Amended and Restated Employment Agreement with Guillaume Bouhours dated October 24, 2016*
|
1
|
|
10.15
|
Wabtec Corporation Deferred Compensation Plan for Executive Officers and Directors as adopted December 10, 2009 *
|
10
|
|
10.16
|
Form of Agreement for Nonstatutory Stock Option under the 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended *
|
10
|
|
10.17
|
Form of Agreement for Nonstatutory Stock Options under 2000 Stock Incentive Plan, as amended *
|
10
|
|
10.18
|
Form of Agreement for Nonstatutory Stock Options under 2011 Stock Incentive Plan as amended *
|
10
|
|
21.0
|
List of subsidiaries of the Company
|
1
|
|
23.1
|
Consent of Ernst & Young LLP
|
1
|
|
23.2
|
Consent of PricewaterhouseCoopers Audit
|
1
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certifications
|
1
|
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certifications
|
1
|
|
32.1
|
Section 1350 Certifications
|
1
|
|
101.INS
|
XBRL Instance Document.
|
1
|
|
101.SCH
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
1
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
1
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
1
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
1
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1
|
|
1
|
|
Filed herewith.
|
2
|
|
Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 33-90866).
|
3
|
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 033-90866) for the period ended March 31, 2006.
|
4
|
|
Filed as an Annex to the Company’s Schedule 14A Proxy Statement (File No. 1-13782) filed on April 13, 2006.
|
5
|
|
Filed as an Annex to the Company’s Schedule 14A Proxy Statement (File No. 1-13782) filed on March 31, 2011.
|
6
|
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 1-13782) for the period ended September 30, 2008.
|
7
|
|
Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 1-13782) dated July 2, 2009.
|
8
|
|
Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 1-13782), dated May 19, 2014.
|
9
|
|
Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 1-13782), dated February 25, 2011.
|
10
|
|
Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 1-13782), dated February 22, 2013.
|
11
|
|
Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 1-13782), dated May 15, 2013.
|
12
|
|
Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 1-13782), dated August 8, 2013.
|
13
|
|
Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 1-13782), dated February 21, 2014.
|
|
|
|
14
|
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated June 24, 2016.
|
|
|
|
15
|
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated July 30, 2015.
|
|
|
|
16
|
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated October 6, 2015.
|
|
|
|
17
|
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated October 26, 2016.
|
|
|
|
18
|
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated November 1, 2016.
|
|
|
|
19
|
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated November 3, 2016.
|
*
|
Management contract or compensatory plan.
|
Item 16.
|
FORM 10-K SUMMARY
|
|
|
December 31,
|
||||||
In thousands, except shares and par value
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
398,484
|
|
|
$
|
226,191
|
|
Accounts receivable
|
|
667,596
|
|
|
494,975
|
|
||
Unbilled accounts receivable
|
|
274,912
|
|
|
103,814
|
|
||
Inventories
|
|
658,510
|
|
|
478,574
|
|
||
Deposits in escrow
|
|
744,748
|
|
|
202,942
|
|
||
Other assets
|
|
123,381
|
|
|
33,524
|
|
||
Total current assets
|
|
2,867,631
|
|
|
1,540,020
|
|
||
Property, plant and equipment
|
|
912,230
|
|
|
717,295
|
|
||
Accumulated depreciation
|
|
(393,854
|
)
|
|
(364,102
|
)
|
||
Property, plant and equipment, net
|
|
518,376
|
|
|
353,193
|
|
||
Other Assets
|
|
|
|
|
||||
Goodwill
|
|
2,078,765
|
|
|
858,532
|
|
||
Other intangibles, net
|
|
1,053,860
|
|
|
440,534
|
|
||
Other noncurrent assets
|
|
62,386
|
|
|
37,234
|
|
||
Total other assets
|
|
3,195,011
|
|
|
1,336,300
|
|
||
Total Assets
|
|
$
|
6,581,018
|
|
|
$
|
3,229,513
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
530,211
|
|
|
$
|
319,525
|
|
Customer deposits
|
|
256,591
|
|
|
106,127
|
|
||
Accrued compensation
|
|
145,324
|
|
|
69,892
|
|
||
Accrued warranty
|
|
123,190
|
|
|
72,678
|
|
||
Current portion of long-term debt
|
|
129,809
|
|
|
433
|
|
||
Commitment and contingencies
|
|
344
|
|
|
494
|
|
||
Other accrued liabilities
|
|
261,170
|
|
|
95,627
|
|
||
Total current liabilities
|
|
1,446,639
|
|
|
664,776
|
|
||
Long-term debt
|
|
1,762,967
|
|
|
691,805
|
|
||
Accrued postretirement and pension benefits
|
|
110,597
|
|
|
55,765
|
|
||
Deferred income taxes
|
|
245,680
|
|
|
72,519
|
|
||
Commitment and contingencies
|
|
956
|
|
|
943
|
|
||
Accrued warranty
|
|
15,802
|
|
|
19,386
|
|
||
Other long-term liabilities
|
|
21,552
|
|
|
22,980
|
|
||
Total liabilities
|
|
3,604,193
|
|
|
1,528,174
|
|
||
Equity
|
|
|
|
|
||||
Preferred stock, 1,000,000 shares authorized, no shares issued
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value; 200,000,000 shares authorized:
|
|
|
|
|
||||
132,349,534 shares issued and 95,425,432 and 91,836,106 outstanding
|
|
|
|
|
||||
at December 31, 2016 and December 31, 2015, respectively
|
|
1,323
|
|
|
1,323
|
|
||
Additional paid-in capital
|
|
869,951
|
|
|
469,326
|
|
||
Treasury stock, at cost, 36,924,102 and 40,513,428 shares, at
|
|
|
|
|
||||
December 31, 2016 and December 31, 2015, respectively
|
|
(838,950
|
)
|
|
(775,124
|
)
|
||
Retained earnings
|
|
2,553,258
|
|
|
2,280,801
|
|
||
Accumulated other comprehensive loss
|
|
(379,605
|
)
|
|
(276,719
|
)
|
||
Total Westinghouse Air Brake Technologies Corporation shareholders' equity
|
|
2,205,977
|
|
|
1,699,607
|
|
||
Non-controlling interest
|
|
770,848
|
|
|
1,732
|
|
||
Total equity
|
|
2,976,825
|
|
|
1,701,339
|
|
||
Total Liabilities and Equity
|
|
$
|
6,581,018
|
|
|
$
|
3,229,513
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
In thousands, except per share data
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
2,931,188
|
|
|
$
|
3,307,998
|
|
|
$
|
3,044,454
|
|
Cost of sales
|
|
(2,006,949
|
)
|
|
(2,260,182
|
)
|
|
(2,108,472
|
)
|
|||
Gross profit
|
|
924,239
|
|
|
1,047,816
|
|
|
935,982
|
|
|||
Selling, general and administrative expenses
|
|
(371,805
|
)
|
|
(347,373
|
)
|
|
(324,539
|
)
|
|||
Engineering expenses
|
|
(71,375
|
)
|
|
(71,213
|
)
|
|
(61,886
|
)
|
|||
Amortization expense
|
|
(22,698
|
)
|
|
(21,663
|
)
|
|
(22,448
|
)
|
|||
Total operating expenses
|
|
(465,878
|
)
|
|
(440,249
|
)
|
|
(408,873
|
)
|
|||
Income from operations
|
|
458,361
|
|
|
607,567
|
|
|
527,109
|
|
|||
Other income and expenses
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(42,561
|
)
|
|
(16,888
|
)
|
|
(17,574
|
)
|
|||
Other (expense) income, net
|
|
(2,963
|
)
|
|
(5,311
|
)
|
|
(1,680
|
)
|
|||
Income from operations before income taxes
|
|
412,837
|
|
|
585,368
|
|
|
507,855
|
|
|||
Income tax expense
|
|
(99,433
|
)
|
|
(186,740
|
)
|
|
(156,175
|
)
|
|||
Net income
|
|
313,404
|
|
|
398,628
|
|
|
351,680
|
|
|||
Less: Net income attributable to noncontrolling interest
|
|
(8,517
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Wabtec shareholders
|
|
$
|
304,887
|
|
|
$
|
398,628
|
|
|
$
|
351,680
|
|
Earnings Per Common Share
|
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
|
||||||
Net income attributable to Wabtec shareholders
|
|
$
|
3.37
|
|
|
$
|
4.14
|
|
|
$
|
3.66
|
|
Diluted
|
|
|
|
|
|
|
||||||
Net income attributable to Wabtec shareholders
|
|
$
|
3.34
|
|
|
$
|
4.10
|
|
|
$
|
3.62
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
90,359
|
|
|
96,074
|
|
|
95,781
|
|
|||
Diluted
|
|
91,141
|
|
|
97,006
|
|
|
96,885
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
In thousands, except per share data
|
|
|
|
|
|
|
||||||
Net income attributable to Wabtec shareholders
|
|
$
|
304,887
|
|
|
$
|
398,628
|
|
|
$
|
351,680
|
|
Foreign currency translation loss
|
|
(93,684
|
)
|
|
(132,899
|
)
|
|
(111,776
|
)
|
|||
Unrealized gain (loss) on derivative contracts
|
|
305
|
|
|
(1,202
|
)
|
|
(338
|
)
|
|||
Unrealized (loss) gain on pension benefit plans and post-retirement benefit plans
|
|
(12,021
|
)
|
|
26,689
|
|
|
(18,508
|
)
|
|||
Other comprehensive loss before tax
|
|
(105,400
|
)
|
|
(107,412
|
)
|
|
(130,622
|
)
|
|||
Income tax benefit (expense) related to components of
|
|
|
|
|
|
|
||||||
other comprehensive loss
|
|
2,514
|
|
|
(9,821
|
)
|
|
5,992
|
|
|||
Other comprehensive loss, net of tax
|
|
(102,886
|
)
|
|
(117,233
|
)
|
|
(124,630
|
)
|
|||
Comprehensive income attributable to Wabtec shareholders
|
|
$
|
202,001
|
|
|
$
|
281,395
|
|
|
$
|
227,050
|
|
|
|
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
In thousands, except per share data
|
|
|
|
|
|
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
313,404
|
|
|
$
|
398,628
|
|
|
$
|
351,680
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
69,795
|
|
|
64,734
|
|
|
61,261
|
|
|||
Stock-based compensation expense
|
|
20,813
|
|
|
26,019
|
|
|
26,134
|
|
|||
Deferred income taxes
|
|
(10,228
|
)
|
|
4,981
|
|
|
(7,054
|
)
|
|||
Loss on disposal of property, plant and equipment
|
|
232
|
|
|
587
|
|
|
812
|
|
|||
Excess income tax benefits from exercise of stock options
|
|
(1,223
|
)
|
|
(2,584
|
)
|
|
(3,020
|
)
|
|||
Changes in operating assets and liabilities, net of acquisitions
|
|
|
|
|
|
|
||||||
Accounts receivable and unbilled accounts receivable
|
|
19,728
|
|
|
21,500
|
|
|
(17,413
|
)
|
|||
Inventories
|
|
45,340
|
|
|
20,147
|
|
|
(64,089
|
)
|
|||
Accounts payable
|
|
(18,932
|
)
|
|
(76,650
|
)
|
|
55,378
|
|
|||
Accrued income taxes
|
|
(11,759
|
)
|
|
21,740
|
|
|
23,763
|
|
|||
Accrued liabilities and customer deposits
|
|
(11,338
|
)
|
|
(14,837
|
)
|
|
68,729
|
|
|||
Other assets and liabilities
|
|
33,475
|
|
|
(16,005
|
)
|
|
(23,796
|
)
|
|||
Net cash provided by operating activities
|
|
449,307
|
|
|
448,260
|
|
|
472,385
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
|
(50,216
|
)
|
|
(49,428
|
)
|
|
(47,662
|
)
|
|||
Proceeds from disposal of property, plant and equipment
|
|
363
|
|
|
1,784
|
|
|
421
|
|
|||
Acquisitions of business, net of cash acquired
|
|
(183,113
|
)
|
|
(129,550
|
)
|
|
(300,437
|
)
|
|||
Deposit in escrow
|
|
(542,099
|
)
|
|
(202,942
|
)
|
|
—
|
|
|||
Net cash used for investing activities
|
|
(775,065
|
)
|
|
(380,136
|
)
|
|
(347,678
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Proceeds from debt
|
|
1,875,000
|
|
|
787,400
|
|
|
563,400
|
|
|||
Payments of debt
|
|
(1,102,748
|
)
|
|
(612,680
|
)
|
|
(493,819
|
)
|
|||
Stock re-purchase
|
|
(212,176
|
)
|
|
(387,787
|
)
|
|
(26,757
|
)
|
|||
Proceeds from exercise of stock options and other benefit plans
|
|
1,983
|
|
|
3,097
|
|
|
3,337
|
|
|||
Excess income tax benefits from exercise of stock options
|
|
1,223
|
|
|
2,584
|
|
|
3,020
|
|
|||
Payment of income tax withholding on share-based compensation
|
|
(6,658
|
)
|
|
(14,565
|
)
|
|
—
|
|
|||
Earn-out settlement
|
|
—
|
|
|
—
|
|
|
(4,429
|
)
|
|||
Cash dividends ($0.36, $0.28 and $0.20 per share for the years
|
|
|
|
|
|
|
||||||
ended December 31, 2016, 2015 and 2014)
|
|
(32,430
|
)
|
|
(26,963
|
)
|
|
(19,246
|
)
|
|||
Net cash provided by (used for) financing activities
|
|
524,194
|
|
|
(248,914
|
)
|
|
25,506
|
|
|||
Effect of changes in currency exchange rates
|
|
(26,143
|
)
|
|
(18,868
|
)
|
|
(10,124
|
)
|
|||
Increase (decrease) in cash
|
|
172,293
|
|
|
(199,658
|
)
|
|
140,089
|
|
|||
Cash, beginning of year
|
|
226,191
|
|
|
425,849
|
|
|
285,760
|
|
|||
Cash, end of year
|
|
$
|
398,484
|
|
|
$
|
226,191
|
|
|
$
|
425,849
|
|
|
|
Common
Stock |
|
Common
Stock |
|
Additional
Paid-in |
|
Treasury
Stock |
|
Treasury
Stock |
|
Retained
|
|
Accumulated
Other Comprehensive |
|
Non-controlling
|
|
|
||||||||||||||||
In thousands, except share and per share data
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Shares
|
|
Amount
|
|
Earnings
|
|
Income (Loss)
|
|
Interest
|
|
Total
|
||||||||||||||||
Balance, December 31, 2013
|
|
132,349,534
|
|
|
$
|
1,323
|
|
|
$
|
415,059
|
|
|
(36,439,586
|
)
|
|
$
|
(372,969
|
)
|
|
$
|
1,576,702
|
|
|
$
|
(34,856
|
)
|
|
$
|
1,732
|
|
|
$
|
1,586,991
|
|
Cash dividends ($0.20 dividend per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,246
|
)
|
|
—
|
|
|
—
|
|
|
(19,246
|
)
|
|||||||
Proceeds from treasury stock issued from the exercise of stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
options and other benefit plans, net of tax
|
|
—
|
|
|
—
|
|
|
9,997
|
|
|
711,247
|
|
|
7,464
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,461
|
|
|||||||
Stock based compensation
|
|
—
|
|
|
—
|
|
|
23,475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,475
|
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
351,680
|
|
|
—
|
|
|
—
|
|
|
351,680
|
|
|||||||
Translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111,776
|
)
|
|
—
|
|
|
(111,776
|
)
|
|||||||
Unrealized loss on foreign exchange contracts, net of $31 tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|||||||
Unrealized loss on interest rate swap contracts, net of $136 tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(210
|
)
|
|
—
|
|
|
(210
|
)
|
|||||||
Change in pension and post-retirement benefit plans, net of $5,887 tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,621
|
)
|
|
—
|
|
|
(12,621
|
)
|
|||||||
Stock re-purchase
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(346,800
|
)
|
|
(26,757
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,757
|
)
|
|||||||
Balance, December 31, 2014
|
|
132,349,534
|
|
|
1,323
|
|
|
448,531
|
|
|
(36,075,139
|
)
|
|
(392,262
|
)
|
|
1,909,136
|
|
|
(159,486
|
)
|
|
1,732
|
|
|
1,808,974
|
|
|||||||
Cash dividends ($0.28 dividend per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,963
|
)
|
|
—
|
|
|
—
|
|
|
(26,963
|
)
|
|||||||
Proceeds from treasury stock issued from the exercise of stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
options and other benefit plans, net of tax
|
|
—
|
|
|
—
|
|
|
(2,918
|
)
|
|
450,738
|
|
|
4,925
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,007
|
|
|||||||
Stock based compensation
|
|
—
|
|
|
—
|
|
|
23,713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,713
|
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
398,628
|
|
|
—
|
|
|
—
|
|
|
398,628
|
|
|||||||
Translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132,899
|
)
|
|
—
|
|
|
(132,899
|
)
|
|||||||
Unrealized loss on foreign exchange contracts, net of $14 tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
|||||||
Unrealized loss on interest rate swap contracts, net of $444 tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(678
|
)
|
|
—
|
|
|
(678
|
)
|
|||||||
Change in pension and post-retirement benefit plans, net of $10,279 tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,410
|
|
|
—
|
|
|
16,410
|
|
|||||||
Stock re-purchase
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,889,027
|
)
|
|
(387,787
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(387,787
|
)
|
|||||||
Balance, December 31, 2015
|
|
132,349,534
|
|
|
1,323
|
|
|
469,326
|
|
|
(40,513,428
|
)
|
|
(775,124
|
)
|
|
2,280,801
|
|
|
(276,719
|
)
|
|
1,732
|
|
|
1,701,339
|
|
|||||||
Cash dividends ($0.36 dividend per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,430
|
)
|
|
—
|
|
|
—
|
|
|
(32,430
|
)
|
|||||||
Proceeds from treasury stock issued from the exercise of stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
options and other benefit plans, net of tax
|
|
—
|
|
|
—
|
|
|
(8,490
|
)
|
|
328,245
|
|
|
5,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,452
|
)
|
|||||||
Stock based compensation
|
|
—
|
|
|
—
|
|
|
17,748
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,748
|
|
|||||||
Non-controlling interests associated with Faiveley Transport Acquisition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
760,599
|
|
|
760,599
|
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
304,887
|
|
|
—
|
|
|
8,517
|
|
|
313,404
|
|
|||||||
Translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,684
|
)
|
|
—
|
|
|
(93,684
|
)
|
|||||||
Unrealized loss on foreign exchange contracts, net of $45 tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|
(324
|
)
|
|||||||
Unrealized gain on interest rate swap contracts, net of $230 tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
354
|
|
|
—
|
|
|
354
|
|
|||||||
Change in pension and post-retirement benefit plans, net of $2,790 tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,232
|
)
|
|
—
|
|
|
(9,232
|
)
|
|||||||
Stock issued for Faiveley Transport Acquisition
|
|
—
|
|
|
—
|
|
|
391,367
|
|
|
6,307,489
|
|
|
143,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
534,679
|
|
|||||||
Stock re-purchase
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,046,408
|
)
|
|
(212,176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(212,176
|
)
|
|||||||
Balance, December 31, 2016
|
|
132,349,534
|
|
|
$
|
1,323
|
|
|
$
|
869,951
|
|
|
(36,924,102
|
)
|
|
$
|
(838,950
|
)
|
|
$
|
2,553,258
|
|
|
$
|
(379,605
|
)
|
|
$
|
770,848
|
|
|
$
|
2,976,825
|
|
•
|
Wabtec made an irrevocable offer to the owners of approximately
51%
of Faiveley Transport's shares for a purchase price of
€100
per share, payable between
25%
and
45%
in cash at the election of those shareholders with the remainder in common stock.
|
•
|
Upon completion of required labor group consultations, on October 6, 2015, the
51%
shareholders entered into a definitive share purchase agreement, which was amended on October 24, 2016, and Faiveley Transport entered into the Tender Offer Agreement with Wabtec which was also amended on October 24, 2016.
|
•
|
Upon completing the share purchase under the Share Purchase Agreement, Wabtec commenced a tender offer for the remaining publicly traded Faiveley Transport shares. The public shareholders will have the option to elect to receive
€100
per share in cash or Wabtec common stock. The common stock portion of the consideration is subject to a cap on issuance of Faiveley common shares that will be equivalent to the rates of cash and stock elected by the
51%
owners. Wabtec intends to delist Faiveley Transport from Euronext after the tender offer if minority interests represent less than
5%
.
|
In thousands
|
|
|
||
Assets acquired
|
|
|
||
Cash and cash equivalents
|
|
$
|
178,318
|
|
Accounts receivable
|
|
385,754
|
|
|
Inventories
|
|
207,151
|
|
|
Other current assets
|
|
66,152
|
|
|
Property, plant, and equipment
|
|
161,663
|
|
|
Goodwill
|
|
1,188,296
|
|
|
Trade names
|
|
333,823
|
|
|
Customer Relationships
|
|
255,354
|
|
|
Patents
|
|
1,201
|
|
|
Other noncurrent assets
|
|
141,756
|
|
|
Total assets acquired
|
|
2,919,468
|
|
|
Liabilities assumed
|
|
|
||
Current liabilities
|
|
653,679
|
|
|
Debt
|
|
409,899
|
|
|
Other noncurrent liabilities
|
|
349,074
|
|
|
Total liabilities assumed
|
|
1,412,652
|
|
|
Noncontrolling interest
|
|
760,343
|
|
|
Net assets acquired
|
|
$
|
1,506,816
|
|
•
|
On
December 14, 2016
, the Company acquired Workhorse Rail LLC ("Workhorse"), a supplier of engineered freight car components, mainly for the aftermarket for a purchase price of approximately
$44.3 million
, net of
|
•
|
On
November 17, 2016
, the Company acquired the assets of Precision Turbo & Engine ("Precision Turbo"), a designer and manufacturer of high-performance, aftermarket turbochargers, wastegates, and heat exchangers for the automotive performance market for a purchase price of approximately
$13.8 million
, net of cash acquired, resulting in preliminary goodwill of
$3.9 million
, all of which will be deductible for tax purposes.
|
•
|
On
May 5, 2016
, the Company acquired the assets of Unitrac Railroad Materials ("Unitrac"), a leading designer and manufacturer of railroad products and track work services for a purchase price of approximately
$14.4 million
, net of cash acquired, resulting in preliminary goodwill of
$1.4 million
, all of which will be deductible for tax purposes.
|
•
|
On
October 30, 2015
, the Company acquired Relay Monitoring Systems PTY Ltd. ("RMS"), an Australian based manufacturer of electrical protection and control products for a purchase price of approximately
$18.7 million
, net of cash acquired, resulting in preliminary goodwill of
$8.9 million
, none of which will be deductible for tax purposes.
|
•
|
On
October 8, 2015
, the Company acquired Track IQ, an Australian based manufacturer of wayside sensor systems for the global rail industry for a purchase price of approximately
$9.3 million
, net of cash acquired, resulting in preliminary goodwill of
$6.5 million
, all of which will be deductible for tax purposes.
|
•
|
On
February 4, 2015
, the Company acquired Railroad Controls L.P. ("RCL"), a provider of railway signal construction services, for a purchase price of approximately
$78.0 million
, net of cash acquired, resulting in goodwill of
$14.8 million
, all of which will be deductible for tax purposes.
|
|
|
Workhorse
|
|
Precision Turbo
|
|
Unitrac
|
|
RMS
|
|
Track IQ
|
|
RCL
|
||||||||||||
|
|
December 14, 2016
|
|
November 17, 2016
|
|
May 5, 2016
|
|
October 30, 2015
|
|
October 8, 2015
|
|
February 4, 2015
|
||||||||||||
In thousands
|
|
|
|
|
|
|
||||||||||||||||||
Current assets
|
|
$
|
9,432
|
|
|
$
|
4,155
|
|
|
$
|
12,136
|
|
|
$
|
3,604
|
|
|
$
|
660
|
|
|
$
|
16,421
|
|
Property, plant & equipment
|
|
—
|
|
|
1,346
|
|
|
1,768
|
|
|
1,378
|
|
|
121
|
|
|
12,136
|
|
||||||
Goodwill
|
|
23,052
|
|
|
3,861
|
|
|
1,388
|
|
|
8,855
|
|
|
6,490
|
|
|
14,787
|
|
||||||
Other intangible assets
|
|
20,900
|
|
|
5,200
|
|
|
1,230
|
|
|
8,622
|
|
|
3,246
|
|
|
40,403
|
|
||||||
Total assets acquired
|
|
53,384
|
|
|
14,562
|
|
|
16,522
|
|
|
22,459
|
|
|
10,517
|
|
|
83,747
|
|
||||||
Total liabilities assumed
|
|
(9,093
|
)
|
|
(716
|
)
|
|
(2,144
|
)
|
|
(3,749
|
)
|
|
(1,205
|
)
|
|
(5,736
|
)
|
||||||
Net assets acquired
|
|
$
|
44,291
|
|
|
$
|
13,846
|
|
|
$
|
14,378
|
|
|
$
|
18,710
|
|
|
$
|
9,312
|
|
|
$
|
78,011
|
|
•
|
On
August 1, 2016
, the Company acquired Gerken Group S.A. ("Gerken"), a manufacturer of specialty carbon and graphite products for rail and other industrial applications, for a purchase price of approximately
$62.8 million
, net of cash acquired, resulting in preliminary goodwill of
$17.5 million
, none of which will be deductible for tax purposes.
|
•
|
On
June 17, 2015
, the Company acquired Metalocaucho ("MTC"), a manufacturer of transit products, primarily rubber components for suspension and vibration control systems, for a purchase price of approximately
$23.4 million
, net of cash acquired, resulting in preliminary goodwill of
$13.2 million
, none of which will be deductible for tax purposes.
|
|
|
Gerken
|
|
MTC
|
||||
|
|
August 1, 2016
|
|
June 17, 2015
|
||||
In thousands
|
|
|
||||||
Current assets
|
|
$
|
32,706
|
|
|
$
|
10,348
|
|
Property, plant & equipment
|
|
7,667
|
|
|
1,450
|
|
||
Goodwill
|
|
17,470
|
|
|
13,198
|
|
||
Other intangible assets
|
|
30,560
|
|
|
7,650
|
|
||
Other assets
|
|
1,706
|
|
|
114
|
|
||
Total assets acquired
|
|
90,109
|
|
|
32,760
|
|
||
Total liabilities assumed
|
|
(27,262
|
)
|
|
(9,400
|
)
|
||
Net assets acquired
|
|
$
|
62,847
|
|
|
$
|
23,360
|
|
|
|
For the year ended
December 31, |
||||||
In thousands
|
|
2016
|
|
2015
|
||||
Net sales
|
|
$
|
4,091,246
|
|
|
$
|
4,638,466
|
|
Gross profit
|
|
1,238,206
|
|
|
1,405,746
|
|
||
Net income attributable to Wabtec shareholders
|
|
368,929
|
|
|
453,944
|
|
||
Diluted earnings per share
|
|
|
|
|
|
|||
As Reported
|
|
$
|
3.34
|
|
|
$
|
4.10
|
|
Pro forma
|
|
$
|
4.04
|
|
|
$
|
4.67
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
In thousands
|
|
|
|
|
|
|
||||||
Interest paid during the year
|
|
$
|
30,211
|
|
|
$
|
19,372
|
|
|
$
|
18,445
|
|
Income taxes paid during the year, net of amount refunded
|
|
$
|
121,563
|
|
|
$
|
147,958
|
|
|
$
|
125,212
|
|
Business acquisitions:
|
|
|
|
|
|
|
||||||
Fair value of assets acquired
|
|
3,118,420
|
|
|
156,020
|
|
|
454,596
|
|
|||
Liabilities assumed
|
|
1,453,382
|
|
|
20,789
|
|
|
124,005
|
|
|||
Non-controlling interest assumed
|
|
760,343
|
|
|
—
|
|
|
—
|
|
|||
Stock and cash paid
|
|
904,695
|
|
|
135,231
|
|
|
330,591
|
|
|||
Less: Cash acquired
|
|
186,903
|
|
|
5,681
|
|
|
30,154
|
|
|||
Stock used for acquisition
|
|
534,679
|
|
|
—
|
|
|
—
|
|
|||
Net cash paid
|
|
$
|
183,113
|
|
|
$
|
129,550
|
|
|
$
|
300,437
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2016
|
|
2015
|
||||
Raw materials
|
|
$
|
331,465
|
|
|
$
|
218,247
|
|
Work-in-progress
|
|
145,462
|
|
|
131,719
|
|
||
Finished goods
|
|
181,583
|
|
|
128,608
|
|
||
Total inventories
|
|
$
|
658,510
|
|
|
$
|
478,574
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2016
|
|
2015
|
||||
Machinery and equipment
|
|
$
|
645,354
|
|
|
$
|
504,956
|
|
Buildings and improvements
|
|
225,307
|
|
|
170,668
|
|
||
Land and improvements
|
|
41,569
|
|
|
41,671
|
|
||
PP&E
|
|
912,230
|
|
|
717,295
|
|
||
Less: accumulated depreciation
|
|
(393,854
|
)
|
|
(364,102
|
)
|
||
Total
|
|
$
|
518,376
|
|
|
$
|
353,193
|
|
|
Years
|
Land improvements
|
10 to 20
|
Building and improvements
|
20 to 40
|
Machinery and equipment
|
3 to 15
|
|
|
Freight
|
|
Transit
|
|
|
||||||
In thousands
|
|
Segment
|
|
Segment
|
|
Total
|
||||||
Balance at December 31, 2015
|
|
$
|
531,965
|
|
|
$
|
326,567
|
|
|
$
|
858,532
|
|
Adjustment to preliminary purchase allocation
|
|
1,186
|
|
|
755
|
|
|
1,941
|
|
|||
Acquisitions
|
|
30,262
|
|
|
1,212,354
|
|
|
1,242,616
|
|
|||
Foreign currency impact
|
|
(12,511
|
)
|
|
(11,813
|
)
|
|
(24,324
|
)
|
|||
Balance at December 31, 2016
|
|
$
|
550,902
|
|
|
$
|
1,527,863
|
|
|
$
|
2,078,765
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2016
|
|
2015
|
||||
Patents, non-compete and other intangibles, net of accumulated
|
|
|
|
|
||||
amortization of $42,538 and $40,936
|
|
$
|
15,360
|
|
|
$
|
11,403
|
|
Customer relationships, net of accumulated amortization
|
|
|
|
|
||||
of $87,334 and $70,493
|
|
528,068
|
|
|
261,751
|
|
||
Total
|
|
$
|
543,428
|
|
|
$
|
273,154
|
|
2017
|
$
|
34,613
|
|
2018
|
33,582
|
|
|
2019
|
32,549
|
|
|
2020
|
31,028
|
|
|
2021
|
30,774
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2016
|
|
2015
|
||||
3.45% Senior Notes, due 2026, net of unamortized debt
issuance costs of $2,526 and $0 |
|
$
|
747,474
|
|
|
$
|
—
|
|
4.375% Senior Notes, due 2023, net of unamortized
discount and debt issuance costs of $1,690 and $1,947 |
|
248,310
|
|
|
248,053
|
|
||
Revolving Credit Facility and Term Loan, net of unamortized
debt issuance costs of $3,850 and $1,542 |
|
796,150
|
|
|
443,458
|
|
||
Schuldschein Loan
|
|
98,671
|
|
|
—
|
|
||
Other Borrowings
|
|
1,153
|
|
|
—
|
|
||
Capital Leases
|
|
1,018
|
|
|
727
|
|
||
Total
|
|
1,892,776
|
|
|
692,238
|
|
||
Less - current portion
|
|
129,809
|
|
|
433
|
|
||
Long-term portion
|
|
$
|
1,762,967
|
|
|
$
|
691,805
|
|
Maturity
|
|
Rate
|
|
Amounts
|
||
March 2019
|
|
Euribor 6 months + 1.30%
|
|
$
|
15,831
|
|
March 2019
|
|
2.32%
|
|
2,630
|
|
|
December 2020
|
|
3.04%
|
|
21,110
|
|
|
March 2021
|
|
Euribor 6 months + 1.65%
|
|
23,220
|
|
|
March 2021
|
|
3.07%
|
|
14,770
|
|
|
March 2024
|
|
4.00%
|
|
21,110
|
|
|
Total
|
|
|
|
$
|
98,671
|
|
|
|
U.S.
|
|
International
|
||||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Obligation at beginning of year
|
|
$
|
(46,120
|
)
|
|
$
|
(50,154
|
)
|
|
$
|
(195,311
|
)
|
|
$
|
(219,225
|
)
|
Service cost
|
|
(337
|
)
|
|
(381
|
)
|
|
(1,379
|
)
|
|
(2,015
|
)
|
||||
Interest cost
|
|
(1,475
|
)
|
|
(1,914
|
)
|
|
(5,774
|
)
|
|
(7,091
|
)
|
||||
Employee contributions
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
|
(503
|
)
|
||||
Plan curtailments and amendments
|
|
—
|
|
|
—
|
|
|
2,061
|
|
|
—
|
|
||||
Benefits paid
|
|
3,893
|
|
|
3,628
|
|
|
9,427
|
|
|
8,028
|
|
||||
Acquisition
|
|
—
|
|
|
—
|
|
|
(114,242
|
)
|
|
—
|
|
||||
Actuarial gain (loss)
|
|
(1,473
|
)
|
|
2,701
|
|
|
(33,330
|
)
|
|
3,084
|
|
||||
Effect of currency rate changes
|
|
—
|
|
|
—
|
|
|
19,192
|
|
|
22,411
|
|
||||
Obligation at end of year
|
|
$
|
(45,512
|
)
|
|
$
|
(46,120
|
)
|
|
$
|
(319,551
|
)
|
|
$
|
(195,311
|
)
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
37,640
|
|
|
$
|
41,503
|
|
|
$
|
168,069
|
|
|
$
|
182,254
|
|
Actual return on plan assets
|
|
2,055
|
|
|
(235
|
)
|
|
20,066
|
|
|
6,572
|
|
||||
Employer contributions
|
|
—
|
|
|
—
|
|
|
6,933
|
|
|
6,746
|
|
||||
Employee contributions
|
|
—
|
|
|
—
|
|
|
195
|
|
|
503
|
|
||||
Benefits paid
|
|
(3,893
|
)
|
|
(3,628
|
)
|
|
(9,427
|
)
|
|
(8,028
|
)
|
||||
Acquisition
|
|
—
|
|
|
—
|
|
|
70,519
|
|
|
—
|
|
||||
Effect of currency rate changes
|
|
—
|
|
|
—
|
|
|
(15,072
|
)
|
|
(19,978
|
)
|
||||
Fair value of plan assets at end of year
|
|
$
|
35,802
|
|
|
$
|
37,640
|
|
|
$
|
241,283
|
|
|
$
|
168,069
|
|
Funded status
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets
|
|
$
|
35,802
|
|
|
$
|
37,640
|
|
|
$
|
241,283
|
|
|
$
|
168,069
|
|
Benefit obligations
|
|
(45,512
|
)
|
|
(46,120
|
)
|
|
(319,551
|
)
|
|
(195,311
|
)
|
||||
Funded status
|
|
$
|
(9,710
|
)
|
|
$
|
(8,480
|
)
|
|
$
|
(78,268
|
)
|
|
$
|
(27,242
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,130
|
|
|
$
|
5,554
|
|
Current liabilities
|
|
—
|
|
|
—
|
|
|
(2,042
|
)
|
|
(362
|
)
|
||||
Noncurrent liabilities
|
|
(9,709
|
)
|
|
(8,480
|
)
|
|
(83,356
|
)
|
|
(32,434
|
)
|
||||
Net amount recognized
|
|
$
|
(9,709
|
)
|
|
$
|
(8,480
|
)
|
|
$
|
(78,268
|
)
|
|
$
|
(27,242
|
)
|
Amounts recognized in accumulated other comprehensive income (loss) consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Initial net obligation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(275
|
)
|
Prior service cost
|
|
(8
|
)
|
|
(11
|
)
|
|
(56
|
)
|
|
(80
|
)
|
||||
Net actuarial loss
|
|
(23,884
|
)
|
|
(23,305
|
)
|
|
(56,411
|
)
|
|
(41,782
|
)
|
||||
Net amount recognized
|
|
$
|
(23,892
|
)
|
|
$
|
(23,316
|
)
|
|
$
|
(56,467
|
)
|
|
$
|
(42,137
|
)
|
|
|
U.S.
|
|
International
|
||||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Information for pension plans with accumulated benefit obligations in
|
|
|
|
|
|
|
|
|
||||||||
excess of Plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
(45,512
|
)
|
|
$
|
(46,120
|
)
|
|
$
|
(255,682
|
)
|
|
$
|
(195,311
|
)
|
Accumulated benefit obligation
|
|
(44,530
|
)
|
|
(45,201
|
)
|
|
(249,729
|
)
|
|
(190,188
|
)
|
||||
Fair value of plan assets
|
|
35,802
|
|
|
37,640
|
|
|
170,367
|
|
|
168,069
|
|
||||
Information for pension plans with projected benefit obligations in
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
(45,512
|
)
|
|
$
|
(46,120
|
)
|
|
$
|
(256,530
|
)
|
|
$
|
(135,168
|
)
|
Fair value of plan assets
|
|
35,802
|
|
|
37,640
|
|
|
171,133
|
|
|
102,372
|
|
|
|
U.S.
|
|
International
|
||||||||||||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
|
$
|
337
|
|
|
$
|
381
|
|
|
$
|
334
|
|
|
$
|
1,379
|
|
|
$
|
2,015
|
|
|
$
|
2,138
|
|
Interest cost
|
|
1,475
|
|
|
1,914
|
|
|
2,070
|
|
|
5,774
|
|
|
7,091
|
|
|
8,102
|
|
||||||
Expected return on plan assets
|
|
(2,076
|
)
|
|
(2,168
|
)
|
|
(2,476
|
)
|
|
(9,971
|
)
|
|
(9,591
|
)
|
|
(9,646
|
)
|
||||||
Amortization of initial net obligation and prior service cost
|
|
3
|
|
|
3
|
|
|
23
|
|
|
61
|
|
|
212
|
|
|
248
|
|
||||||
Amortization of net loss
|
|
914
|
|
|
1,062
|
|
|
2,197
|
|
|
1,818
|
|
|
2,379
|
|
|
2,768
|
|
||||||
Settlement and curtailment losses recognized
|
|
|
|
|
—
|
|
|
—
|
|
|
218
|
|
|
—
|
|
|
(390
|
)
|
||||||
Net periodic benefit cost
|
|
$
|
653
|
|
|
$
|
1,192
|
|
|
$
|
2,148
|
|
|
$
|
(721
|
)
|
|
$
|
2,106
|
|
|
$
|
3,220
|
|
In thousands
|
|
U.S.
|
|
International
|
||||
Net loss arising during the year
|
|
$
|
(1,493
|
)
|
|
$
|
(20,956
|
)
|
Effect of exchange rates
|
|
—
|
|
|
4,747
|
|
||
Amortization, settlement, or curtailment recognition of net transition obligation
|
|
—
|
|
|
35
|
|
||
Amortization or curtailment recognition of prior service cost
|
|
3
|
|
|
27
|
|
||
Amortization or settlement recognition of net loss
|
|
914
|
|
|
1,818
|
|
||
Total recognized in other comprehensive loss
|
|
$
|
(576
|
)
|
|
$
|
(14,329
|
)
|
Total recognized in net periodic benefit cost and other comprehensive loss
|
|
$
|
(1,229
|
)
|
|
$
|
(13,608
|
)
|
|
|
U.S.
|
|
International
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
|
3.95
|
%
|
|
4.21
|
%
|
|
3.95
|
%
|
|
2.51
|
%
|
|
3.56
|
%
|
|
3.48
|
%
|
Expected return on plan assets
|
|
5.70
|
%
|
|
5.70
|
%
|
|
5.70
|
%
|
|
6.07
|
%
|
|
5.81
|
%
|
|
5.79
|
%
|
Rate of compensation increase
|
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
2.54
|
%
|
|
3.10
|
%
|
|
3.10
|
%
|
In thousands
|
|
U.S.
|
|
International
|
||||
Net transition obligation
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior service cost
|
|
3
|
|
|
26
|
|
||
Net actuarial loss
|
|
989
|
|
|
2,713
|
|
||
|
|
$
|
992
|
|
|
$
|
2,739
|
|
|
|
U.S.
|
|
International
|
||||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Pension Plan Assets
|
|
|
|
|
|
|
|
|
||||||||
Equity security funds
|
|
$
|
17,446
|
|
|
$
|
20,275
|
|
|
$
|
92,201
|
|
|
$
|
87,321
|
|
Debt security funds and other
|
|
17,038
|
|
|
16,441
|
|
|
145,003
|
|
|
77,173
|
|
||||
Cash and cash equivalents
|
|
1,318
|
|
|
924
|
|
|
4,079
|
|
|
3,575
|
|
||||
Fair value of plan assets
|
|
$
|
35,802
|
|
|
$
|
37,640
|
|
|
$
|
241,283
|
|
|
$
|
168,069
|
|
|
|
U.S.
|
|
International
|
||||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Obligation at beginning of year
|
|
$
|
(12,959
|
)
|
|
$
|
(31,872
|
)
|
|
$
|
(3,290
|
)
|
|
$
|
(3,905
|
)
|
Service cost
|
|
(4
|
)
|
|
(9
|
)
|
|
(29
|
)
|
|
(38
|
)
|
||||
Interest cost
|
|
(389
|
)
|
|
(1,233
|
)
|
|
(99
|
)
|
|
(128
|
)
|
||||
Plan amendments
|
|
6
|
|
|
16,140
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
720
|
|
|
1,478
|
|
|
133
|
|
|
125
|
|
||||
Acquisition
|
|
(143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actuarial gain (loss)
|
|
893
|
|
|
2,537
|
|
|
(42
|
)
|
|
37
|
|
||||
Effect of currency rate changes
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
619
|
|
||||
Obligation at end of year
|
|
$
|
(11,876
|
)
|
|
$
|
(12,959
|
)
|
|
$
|
(3,425
|
)
|
|
$
|
(3,290
|
)
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
|
720
|
|
|
1,478
|
|
|
133
|
|
|
125
|
|
||||
Benefits paid
|
|
(720
|
)
|
|
(1,478
|
)
|
|
(133
|
)
|
|
(125
|
)
|
||||
Fair value of plan assets at end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Benefit obligations
|
|
(11,876
|
)
|
|
(12,959
|
)
|
|
(3,425
|
)
|
|
(3,290
|
)
|
||||
Funded status
|
|
$
|
(11,876
|
)
|
|
$
|
(12,959
|
)
|
|
$
|
(3,425
|
)
|
|
$
|
(3,290
|
)
|
|
|
U.S.
|
|
International
|
||||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
|
$
|
(1,084
|
)
|
|
$
|
(1,197
|
)
|
|
$
|
(185
|
)
|
|
$
|
(181
|
)
|
Noncurrent liabilities
|
|
(10,792
|
)
|
|
(11,762
|
)
|
|
(3,160
|
)
|
|
(3,109
|
)
|
||||
Net amount recognized
|
|
$
|
(11,876
|
)
|
|
$
|
(12,959
|
)
|
|
$
|
(3,345
|
)
|
|
$
|
(3,290
|
)
|
Amounts recognized in accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Initial net obligation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior service credit
|
|
21,134
|
|
|
22,837
|
|
|
15
|
|
|
21
|
|
||||
Net actuarial (loss) gain
|
|
(20,023
|
)
|
|
(22,202
|
)
|
|
292
|
|
|
351
|
|
||||
Net amount recognized
|
|
$
|
1,111
|
|
|
$
|
635
|
|
|
$
|
307
|
|
|
$
|
372
|
|
|
|
U.S.
|
|
International
|
||||||||||||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
29
|
|
|
$
|
29
|
|
|
$
|
38
|
|
|
$
|
47
|
|
Interest cost
|
|
389
|
|
|
1,233
|
|
|
1,155
|
|
|
99
|
|
|
128
|
|
|
173
|
|
||||||
Amortization of initial net obligation and prior service cost
|
|
(1,709
|
)
|
|
(2,295
|
)
|
|
(2,730
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(8
|
)
|
||||||
Amortization of net loss (gain)
|
|
1,287
|
|
|
1,356
|
|
|
1,330
|
|
|
(29
|
)
|
|
(30
|
)
|
|
(141
|
)
|
||||||
Net periodic benefit cost (credit)
|
|
$
|
(29
|
)
|
|
$
|
303
|
|
|
$
|
(216
|
)
|
|
$
|
92
|
|
|
$
|
129
|
|
|
$
|
71
|
|
In thousands
|
|
U.S.
|
|
International
|
||||
Prior service credit
|
|
$
|
6
|
|
|
$
|
—
|
|
Net loss arising during the year
|
|
893
|
|
|
(42
|
)
|
||
Effect of exchange rates
|
|
—
|
|
|
13
|
|
||
Amortization or curtailment recognition of prior service cost
|
|
(1,709
|
)
|
|
(29
|
)
|
||
Amortization or settlement recognition of net loss (gain)
|
|
1,287
|
|
|
(7
|
)
|
||
Total recognized in other comprehensive income (loss)
|
|
$
|
477
|
|
|
$
|
(65
|
)
|
Total recognized in net periodic benefit cost and other comprehensive income (loss)
|
|
$
|
506
|
|
|
$
|
157
|
|
|
|
U.S.
|
|
International
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
|
3.76
|
%
|
|
3.95
|
%
|
|
3.95
|
%
|
|
3.46
|
%
|
|
3.80
|
%
|
|
3.96
|
%
|
In thousands
|
|
U.S.
|
|
International
|
||||
Prior service cost
|
|
(1,519
|
)
|
|
(7
|
)
|
||
Net actuarial loss (gain)
|
|
1,225
|
|
|
(22
|
)
|
||
|
|
$
|
(294
|
)
|
|
$
|
(29
|
)
|
|
|
For the year ended
December 31, |
||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2014
|
||||||
Multi-employer pension and health & welfare plans
|
|
$
|
2,054
|
|
|
$
|
2,584
|
|
|
$
|
2,405
|
|
401(k) savings and other defined contribution plans
|
|
23,062
|
|
|
21,399
|
|
|
19,925
|
|
|||
Total
|
|
$
|
25,116
|
|
|
$
|
23,983
|
|
|
$
|
22,330
|
|
|
|
|
|
|
Pension Protection
Act Zone Status (b) |
|
FIP/
|
|
Contributions by
the Company |
|
|
|
|
|
Expiration
Dates of |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
RP Status
Pending/ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Surcharge
Imposed |
|
Collective
Bargaining |
|||||||||
Pension Fund
|
|
EIN/PN (a)
|
|
2014
|
|
2013
|
|
Implemented (c)
|
|
2016
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
(d)
|
|
Agreements
|
||||||||||
Idaho Operating Engineers-
|
|
EIN #
|
91-6075538
|
|
Green
|
|
Green
|
|
No
|
|
$
|
1,306
|
|
|
(1
|
)
|
|
$
|
1,820
|
|
|
(1
|
)
|
|
$
|
1,745
|
|
|
(1
|
)
|
|
No
|
|
6/30/2018
|
Employers Pension Trust Fund
|
|
Plan#
|
001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Automobile Mechanics' Local No 701 Union and
|
|
EIN #
|
36-6042061
|
|
Red
|
|
Red
|
|
Yes (2)
|
|
$
|
748
|
|
|
|
|
$
|
764
|
|
|
|
|
$
|
660
|
|
|
|
|
No (3)
|
|
12/11/2017
|
|||
Industry Pension Plan
|
|
Plan #
|
001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
Total Contributions
|
|
$
|
2,054
|
|
|
|
|
$
|
2,584
|
|
|
|
|
$
|
2,405
|
|
|
|
|
|
|
|
(1)
|
The Company’s contribution represents more than
5%
of the total contributions to the plan.
|
(2)
|
The Pension Fund’s board adopted a Funding Improvement Plan on October 21, 2015, continuing the existing plan which increased the weekly pension fund contribution rates by
$75
with corresponding decreases to the weekly welfare fund contribution rates until December 31, 2017.
|
(3)
|
Critical status triggered a
5%
surcharge on employer contributions effective June 2012. Effective January 1, 2013, this surcharge increases to
10%
. The surcharge ended on October 21, 2015 when the rehabilitation plan commenced.
|
(a)
|
The “EIN / PN” column provides the Employer Identification Number and the three-digit plan number assigned to a plan by the Internal Revenue Service.
|
(b)
|
The most recent Pension Protection Act Zone Status available for 2014 and 2013 is for plan years that ended in 2014 and 2013, respectively. The zone status is based on information provided to the Company and other participating employers by each plan and is certified by the plan’s actuary. A plan in the “red” zone has been determined to be in “critical status”, based on criteria established under the Internal Revenue Code (“Code”), and is generally less than
65%
funded. A plan in the “yellow” zone has been determined to be in “endangered status”, based on criteria established under the Code, and is generally less than
80%
funded. A plan in the “green” zone has been determined to be neither in “critical status” nor in “endangered status”, and is generally at least
80%
funded.
|
(c)
|
The “FIP/RP Status Pending/Implemented” column indicates whether a Funding Improvement Plan, as required under the Code to be adopted by plans in the “yellow” zone, or a Rehabilitation Plan, as required under the Code to be adopted by plans in the “red” zone, is pending or has been implemented as of the end of the plan year that ended in
2016
.
|
(d)
|
The “Surcharge Imposed” column indicates whether the Company’s contribution rate for
2016
included an amount in addition the contribution rate specified in the applicable collective bargaining agreement, as imposed by a plan in “critical status”, in accordance with the requirements of the Code.
|
|
|
For the year ended
December 31, |
||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
|
$
|
276,218
|
|
|
$
|
461,394
|
|
|
$
|
343,180
|
|
Foreign
|
|
136,619
|
|
|
123,974
|
|
|
164,675
|
|
|||
Income from operations before income taxes
|
|
$
|
412,837
|
|
|
$
|
585,368
|
|
|
$
|
507,855
|
|
|
|
For the year ended
December 31,
|
||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current taxes
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
72,317
|
|
|
$
|
141,245
|
|
|
$
|
108,782
|
|
State
|
|
9,953
|
|
|
16,072
|
|
|
17,091
|
|
|||
Foreign
|
|
27,391
|
|
|
24,442
|
|
|
37,356
|
|
|||
|
|
109,661
|
|
|
181,759
|
|
|
163,229
|
|
|||
Deferred taxes
|
|
|
|
|
|
|
||||||
Federal
|
|
11,013
|
|
|
9,606
|
|
|
2,287
|
|
|||
State
|
|
1,953
|
|
|
770
|
|
|
1,404
|
|
|||
Foreign
|
|
(23,194
|
)
|
|
(5,395
|
)
|
|
(10,745
|
)
|
|||
|
|
(10,228
|
)
|
|
4,981
|
|
|
(7,054
|
)
|
|||
Total provision
|
|
$
|
99,433
|
|
|
$
|
186,740
|
|
|
$
|
156,175
|
|
|
|
For the year ended
December 31,
|
|||||||
In thousands
|
|
2016
|
|
2015
|
|
2014
|
|||
U.S. federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes
|
|
2.1
|
%
|
|
2.0
|
%
|
|
2.2
|
%
|
Tax reserves
|
|
(0.2
|
)%
|
|
(0.4
|
)%
|
|
0.3
|
%
|
Foreign
|
|
(4.3
|
)%
|
|
(2.1
|
)%
|
|
(4.2
|
)%
|
Research and development credit
|
|
(1.0
|
)%
|
|
(0.4
|
)%
|
|
(0.5
|
)%
|
Manufacturing deduction
|
|
(1.8
|
)%
|
|
(2.3
|
)%
|
|
(1.8
|
)%
|
France tax rate change
|
|
(6.5
|
)%
|
|
—
|
%
|
|
—
|
%
|
Transaction costs related to acquisitions
|
|
1.5
|
%
|
|
—
|
%
|
|
—
|
%
|
Other, net
|
|
(0.7
|
)%
|
|
0.1
|
%
|
|
(0.2
|
)%
|
Effective rate
|
|
24.1
|
%
|
|
31.9
|
%
|
|
30.8
|
%
|
|
|
December 31,
|
||||||
In thousands
|
|
2016
|
|
2015
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Accrued expenses and reserves
|
|
$
|
26,117
|
|
|
$
|
39,426
|
|
Warranty reserve
|
|
24,131
|
|
|
24,544
|
|
||
Deferred compensation/employee benefits
|
|
25,755
|
|
|
24,950
|
|
||
Pension and postretirement obligations
|
|
25,595
|
|
|
15,507
|
|
||
Inventory
|
|
22,579
|
|
|
18,664
|
|
||
Net operating loss carry forwards
|
|
59,416
|
|
|
25,636
|
|
||
Tax credit carry forwards
|
|
621
|
|
|
959
|
|
||
Other
|
|
2,317
|
|
|
—
|
|
||
Gross deferred income tax assets
|
|
186,531
|
|
|
149,686
|
|
||
Valuation allowance
|
|
21,418
|
|
|
12,623
|
|
||
Total deferred income tax assets
|
|
165,113
|
|
|
137,063
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Property, plant & equipment
|
|
47,321
|
|
|
34,518
|
|
||
Intangibles
|
|
359,312
|
|
|
167,108
|
|
||
Other
|
|
—
|
|
|
2,243
|
|
||
Total deferred income tax liabilities
|
|
406,633
|
|
|
203,869
|
|
||
Net deferred income tax liability
|
|
$
|
(241,520
|
)
|
|
$
|
(66,806
|
)
|
In thousands
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gross liability for unrecognized tax benefits at beginning of year
|
|
$
|
10,557
|
|
|
$
|
12,596
|
|
|
$
|
10,531
|
|
Gross increases - unrecognized tax benefits in prior periods
|
|
6
|
|
|
—
|
|
|
30
|
|
|||
Gross increases - current period unrecognized tax benefits
|
|
—
|
|
|
1,682
|
|
|
2,756
|
|
|||
Gross decreases - unrecognized tax benefits in prior periods
|
|
—
|
|
|
—
|
|
|
(463
|
)
|
|||
Gross decreases - audit settlement during year
|
|
—
|
|
|
(3,027
|
)
|
|
(77
|
)
|
|||
Gross decreases - expiration of audit statute of limitations
|
|
(2,140
|
)
|
|
(694
|
)
|
|
(181
|
)
|
|||
Gross liability for unrecognized tax benefits at end of year
|
|
$
|
8,423
|
|
|
$
|
10,557
|
|
|
$
|
12,596
|
|
|
|
For the Year Ended
December 31,
|
||||||||||
In thousands, except per share data
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator
|
|
|
|
|
|
|
|
|
|
|||
Numerator for basic and diluted earnings per common share - net income attributable
|
|
|
|
|
|
|
|
|
|
|||
to Wabtec shareholders
|
|
$
|
304,887
|
|
|
$
|
398,628
|
|
|
$
|
351,680
|
|
Less: dividends declared - common shares and non-vested restricted stock
|
|
(32,430
|
)
|
|
(26,963
|
)
|
|
(19,246
|
)
|
|||
Undistributed earnings
|
|
272,457
|
|
|
371,665
|
|
|
332,434
|
|
|||
Percentage allocated to common shareholders (1)
|
|
99.7
|
%
|
|
99.7
|
%
|
|
99.6
|
%
|
|||
|
|
271,640
|
|
|
370,550
|
|
|
331,104
|
|
|||
Add: dividends declared - common shares
|
|
32,333
|
|
|
26,875
|
|
|
19,167
|
|
|||
Numerator for basic and diluted earnings per common share
|
|
$
|
303,973
|
|
|
$
|
397,425
|
|
|
$
|
350,271
|
|
Denominator
|
|
|
|
|
|
|
||||||
Denominator for basic earnings per common share - weighted average shares
|
|
90,359
|
|
|
96,074
|
|
|
95,781
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Assumed conversion of dilutive stock-based compensation plans
|
|
782
|
|
|
932
|
|
|
1,104
|
|
|||
Denominator for diluted earnings per common share - adjusted weighted average
|
|
|
|
|
|
|
||||||
shares and assumed conversion
|
|
91,141
|
|
|
97,006
|
|
|
96,885
|
|
|||
Net income per common share attributable to Wabtec shareholders
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.37
|
|
|
$
|
4.14
|
|
|
$
|
3.66
|
|
Diluted
|
|
$
|
3.34
|
|
|
$
|
4.10
|
|
|
$
|
3.62
|
|
|
|
|
|
|
|
|
||||||
(1) Basic weighted-average common shares outstanding
|
|
90,359
|
|
|
96,074
|
|
|
95,781
|
|
|||
Basic weighted-average common shares outstanding and non-vested restricted
|
|
|
|
|
|
|
||||||
stock expected to vest
|
|
90,627
|
|
|
96,388
|
|
|
96,175
|
|
|||
Percentage allocated to common shareholders
|
|
99.7
|
%
|
|
99.7
|
%
|
|
99.6
|
%
|
|
|
Options
|
|
Weighted
Average Exercise Price |
|
Weighted Average
Remaining Contractual Life |
|
Aggregate
Intrinsic value (in thousands) |
|||||
Outstanding at December 31, 2013
|
|
1,232,862
|
|
|
$
|
24.36
|
|
|
6.1
|
|
$
|
61,530
|
|
Granted
|
|
81,552
|
|
|
73.20
|
|
|
|
|
1,116
|
|
||
Exercised
|
|
(163,786
|
)
|
|
20.37
|
|
|
|
|
(10,895
|
)
|
||
Canceled
|
|
(3,070
|
)
|
|
52.73
|
|
|
|
|
(105
|
)
|
||
Outstanding at December 31, 2014
|
|
1,147,558
|
|
|
$
|
28.33
|
|
|
5.5
|
|
$
|
67,205
|
|
Granted
|
|
84,675
|
|
|
87.35
|
|
|
|
|
1,375
|
|
||
Exercised
|
|
(124,156
|
)
|
|
26.70
|
|
|
|
|
(5,516
|
)
|
||
Canceled
|
|
(10,754
|
)
|
|
65.22
|
|
|
|
|
(64
|
)
|
||
Outstanding at December 31, 2015
|
|
1,097,323
|
|
|
$
|
32.70
|
|
|
4.8
|
|
$
|
42,154
|
|
Granted
|
|
94,115
|
|
|
61.39
|
|
|
|
|
2,035
|
|
||
Exercised
|
|
(83,790
|
)
|
|
25.58
|
|
|
|
|
(4,813
|
)
|
||
Canceled
|
|
(8,825
|
)
|
|
71.47
|
|
|
|
|
(102
|
)
|
||
Outstanding at December 31, 2016
|
|
1,098,823
|
|
|
$
|
35.39
|
|
|
4.3
|
|
$
|
52,332
|
|
Exercisable at December 31, 2016
|
|
885,442
|
|
|
$
|
27.32
|
|
|
3.5
|
|
$
|
49,321
|
|
|
|
Number of
Options |
|
Weighted
Average Exercise Price of Options |
|
Weighted
Average Remaining Contractual |
|
Number of
Options Currently |
|
Weighted Average
Exercise Price of Options Currently |
||||||
Range of exercise prices
|
|
Outstanding
|
|
Outstanding
|
|
Life
|
|
Exercisable
|
|
Exercisable
|
||||||
Under $15.00
|
|
198,000
|
|
|
$
|
14.50
|
|
|
2.1
|
|
198,000
|
|
|
$
|
14.50
|
|
15.00 - 23.00
|
|
310,149
|
|
|
18.29
|
|
|
1.9
|
|
310,149
|
|
|
18.29
|
|
||
23.00 - 30.00
|
|
145,779
|
|
|
28.74
|
|
|
3.8
|
|
145,779
|
|
|
28.74
|
|
||
30.00 - 38.00
|
|
105,924
|
|
|
35.25
|
|
|
5.1
|
|
105,924
|
|
|
35.25
|
|
||
Over 38.00
|
|
338,971
|
|
|
66.16
|
|
|
7.7
|
|
125,590
|
|
|
61.48
|
|
||
|
|
1,098,823
|
|
|
$
|
35.39
|
|
|
|
|
885,442
|
|
|
$
|
27.32
|
|
|
|
For the year ended
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Dividend yield
|
|
0.26
|
%
|
|
0.14
|
%
|
|
0.11
|
%
|
|||
Risk-free interest rate
|
|
1.5
|
%
|
|
1.8
|
%
|
|
2.2
|
%
|
|||
Stock price volatility
|
|
26.9
|
%
|
|
27.3
|
%
|
|
33.0
|
%
|
|||
Expected life (years)
|
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
|||
Weighted average fair value of options granted during the year
|
|
$
|
14.96
|
|
|
$
|
24.41
|
|
|
$
|
22.82
|
|
|
|
Restricted
Stock and Units |
|
Incentive
Stock Awards |
|
Weighted
Average Grant Date Fair Value |
||||
Outstanding at December 31, 2013
|
|
510,129
|
|
|
1,043,594
|
|
|
$
|
35.27
|
|
Granted
|
|
150,886
|
|
|
140,240
|
|
|
73.68
|
|
|
Vested
|
|
(218,502
|
)
|
|
(458,536
|
)
|
|
29.83
|
|
|
Adjustment for incentive stock awards expected to vest
|
|
—
|
|
|
74,680
|
|
|
47.56
|
|
|
Canceled
|
|
(3,970
|
)
|
|
(8,370
|
)
|
|
48.50
|
|
|
Outstanding at December 31, 2014
|
|
438,543
|
|
|
791,608
|
|
|
$
|
47.97
|
|
Granted
|
|
113,945
|
|
|
126,050
|
|
|
87.90
|
|
|
Vested
|
|
(182,776
|
)
|
|
(433,932
|
)
|
|
37.76
|
|
|
Adjustment for incentive stock awards expected to vest
|
|
—
|
|
|
65,666
|
|
|
57.57
|
|
|
Canceled
|
|
(12,827
|
)
|
|
(7,754
|
)
|
|
67.05
|
|
|
Outstanding at December 31, 2015
|
|
356,885
|
|
|
541,638
|
|
|
$
|
65.89
|
|
Granted
|
|
212,600
|
|
|
167,850
|
|
|
66.03
|
|
|
Vested
|
|
(159,975
|
)
|
|
(236,591
|
)
|
|
51.80
|
|
|
Adjustment for incentive stock awards expected to vest
|
|
—
|
|
|
(38,164
|
)
|
|
74.42
|
|
|
Canceled
|
|
(13,215
|
)
|
|
(9,983
|
)
|
|
71.84
|
|
|
Outstanding at December 31, 2016
|
|
396,295
|
|
|
424,750
|
|
|
$
|
72.18
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2016
|
|
2015
|
||||
Foreign currency translation loss
|
|
$
|
(321,033
|
)
|
|
$
|
(227,349
|
)
|
Unrealized loss on interest rate swap contracts, net of tax of $1,540 and $1,815
|
|
(2,957
|
)
|
|
(2,987
|
)
|
||
Unrealized loss on pension and post-retirement benefit plans, net of tax of $20,832 and $18,042
|
|
(55,615
|
)
|
|
(46,383
|
)
|
||
Total accumulated other comprehensive loss
|
|
$
|
(379,605
|
)
|
|
$
|
(276,719
|
)
|
|
|
Foreign
currency |
|
Derivative
|
|
Pension and
post retirement |
|
|
||||||||
In thousands
|
|
translation
|
|
contracts
|
|
benefits plans
|
|
Total
|
||||||||
Balance at December 31, 2015
|
|
$
|
(227,349
|
)
|
|
$
|
(2,987
|
)
|
|
$
|
(46,383
|
)
|
|
$
|
(276,719
|
)
|
Other comprehensive income before reclassifications
|
|
(93,684
|
)
|
|
(1,286
|
)
|
|
(10,874
|
)
|
|
(105,844
|
)
|
||||
Amounts reclassified from accumulated other
|
|
|
|
|
|
|
|
|
||||||||
comprehensive income
|
|
—
|
|
|
1,316
|
|
|
1,642
|
|
|
2,958
|
|
||||
Net current period other comprehensive income
|
|
(93,684
|
)
|
|
30
|
|
|
(9,232
|
)
|
|
(102,886
|
)
|
||||
Balance at December 31, 2016
|
|
$
|
(321,033
|
)
|
|
$
|
(2,957
|
)
|
|
$
|
(55,615
|
)
|
|
$
|
(379,605
|
)
|
|
|
Amount reclassified from
accumulated other |
|
Affected line item in the
Condensed Consolidated |
||
In thousands
|
|
comprehensive income
|
|
Statements of Income
|
||
Amortization of defined pension and post retirement items
|
|
|
|
|
||
Amortization of initial net obligation and prior service cost
|
|
$
|
(1,652
|
)
|
|
Cost of sales
|
Amortization of net loss (gain)
|
|
3,989
|
|
|
Cost of sales
|
|
|
|
2,337
|
|
|
Income from Operations
|
|
|
|
(695
|
)
|
|
Income tax expense
|
|
|
|
$
|
1,642
|
|
|
Net income
|
Derivative contracts
|
|
|
|
|
||
Realized loss on derivative contracts
|
|
1,873
|
|
|
Interest expense, net
|
|
|
|
(557
|
)
|
|
Income tax expense
|
|
|
|
$
|
1,316
|
|
|
Net income
|
|
|
Foreign
currency |
|
Derivative
|
|
Pension and
post retirement |
|
|
||||||||
In thousands
|
|
translation
|
|
contracts
|
|
benefits plans
|
|
Total
|
||||||||
Balance at December 31, 2014
|
|
$
|
(94,450
|
)
|
|
$
|
(2,243
|
)
|
|
$
|
(62,793
|
)
|
|
$
|
(159,486
|
)
|
Other comprehensive income before reclassifications
|
|
(132,899
|
)
|
|
(1,972
|
)
|
|
14,586
|
|
|
(120,285
|
)
|
||||
Amounts reclassified from accumulated other
|
|
|
|
|
|
|
|
|
||||||||
comprehensive income
|
|
—
|
|
|
1,228
|
|
|
1,824
|
|
|
3,052
|
|
||||
Net current period other comprehensive income
|
|
(132,899
|
)
|
|
(744
|
)
|
|
16,410
|
|
|
(117,233
|
)
|
||||
Balance at December 31, 2015
|
|
$
|
(227,349
|
)
|
|
$
|
(2,987
|
)
|
|
$
|
(46,383
|
)
|
|
$
|
(276,719
|
)
|
|
|
Amount reclassified from
accumulated other |
|
Affected line item in the
Condensed Consolidated |
||
In thousands
|
|
comprehensive income
|
|
Statements of Income
|
||
Amortization of defined pension and post retirement items
|
|
|
|
|
||
Amortization of initial net obligation and prior service cost
|
|
$
|
(2,087
|
)
|
|
Cost of sales
|
Amortization of net loss (gain)
|
|
4,766
|
|
|
Cost of sales
|
|
|
|
2,679
|
|
|
Income from Operations
|
|
|
|
(855
|
)
|
|
Income tax expense
|
|
|
|
$
|
1,824
|
|
|
Net income
|
Derivative contracts
|
|
|
|
|
||
Realized loss on derivative contracts
|
|
1,803
|
|
|
Interest expense, net
|
|
|
|
(575
|
)
|
|
Income tax expense
|
|
|
|
$
|
1,228
|
|
|
Net income
|
|
|
Real
|
|
|
|
|
||||||
In thousands
|
|
Estate
|
|
Equipment
|
|
Total
|
||||||
2017
|
|
$
|
24,548
|
|
|
$
|
1,824
|
|
|
$
|
26,372
|
|
2018
|
|
20,851
|
|
|
1,407
|
|
|
22,258
|
|
|||
2019
|
|
18,450
|
|
|
749
|
|
|
19,199
|
|
|||
2020
|
|
16,077
|
|
|
328
|
|
|
16,405
|
|
|||
2021
|
|
13,107
|
|
|
179
|
|
|
13,286
|
|
|||
2022 and after
|
|
41,019
|
|
|
42
|
|
|
41,061
|
|
In thousands
|
|
2016
|
|
2015
|
||||
Balance at beginning of year
|
|
$
|
92,064
|
|
|
$
|
87,849
|
|
Warranty expense
|
|
28,947
|
|
|
35,418
|
|
||
Acquisitions
|
|
59,685
|
|
|
787
|
|
||
Warranty claim payments
|
|
(38,772
|
)
|
|
(29,441
|
)
|
||
Foreign currency impact/other
|
|
(2,932
|
)
|
|
(2,549
|
)
|
||
Balance at end of year
|
|
$
|
138,992
|
|
|
$
|
92,064
|
|
In millions
|
|
Designated
|
|
Non-Designated
|
|
Total
|
||||||
Gross notional amount
|
|
$
|
911.0
|
|
|
$
|
490.0
|
|
|
$
|
1,401.0
|
|
|
|
|
|
|
|
|
||||||
Fair Value:
|
|
|
|
|
|
|
||||||
Other current assets
|
|
1.1
|
|
|
0.4
|
|
|
1.5
|
|
|||
Other current liabilities
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|||
Total
|
|
$
|
0.6
|
|
|
$
|
0.2
|
|
|
$
|
0.8
|
|
|
|
|
|
Fair Value Measurements at December 31, 2015 Using
|
||||||||||||
|
|
Total Carrying
Value at December 31, |
|
Quoted Prices in
Active Markets for Identical Assets |
|
Significant Other
Observable Inputs |
|
Significant
Unobservable Inputs |
||||||||
In thousands
|
|
2015
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Interest rate swap agreements
|
|
4,474
|
|
|
—
|
|
|
4,474
|
|
|
—
|
|
||||
Total
|
|
$
|
4,474
|
|
|
$
|
—
|
|
|
$
|
4,474
|
|
|
$
|
—
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carry
|
|
Fair
|
|
Carry
|
|
Fair
|
||||||||
In thousands
|
|
Value
|
|
Value
|
|
Value
|
|
Value
|
||||||||
Interest rate swap agreements
|
|
$
|
3,888
|
|
|
$
|
3,888
|
|
|
$
|
4,474
|
|
|
$
|
4,474
|
|
4.375% Senior Notes
|
|
248,310
|
|
|
260,265
|
|
|
248,053
|
|
|
254,075
|
|
||||
3.45% Senior Notes
|
|
747,474
|
|
|
719,273
|
|
|
—
|
|
|
—
|
|
Segment financial information for 2014 is as follows:
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
Corporate
|
|
|
||||||||
|
|
Freight
|
|
Transit
|
|
Activities and
|
|
|
||||||||
In thousands
|
|
Segment
|
|
Segment
|
|
Elimination
|
|
Total
|
||||||||
Sales to external customers
|
|
$
|
1,731,477
|
|
|
$
|
1,312,977
|
|
|
$
|
—
|
|
|
$
|
3,044,454
|
|
Intersegment sales/(elimination)
|
|
36,185
|
|
|
7,358
|
|
|
(43,543
|
)
|
|
—
|
|
||||
Total sales
|
|
$
|
1,767,662
|
|
|
$
|
1,320,335
|
|
|
$
|
(43,543
|
)
|
|
$
|
3,044,454
|
|
Income (loss) from operations
|
|
$
|
402,456
|
|
|
$
|
147,821
|
|
|
$
|
(23,168
|
)
|
|
$
|
527,109
|
|
Interest expense and other, net
|
|
—
|
|
|
—
|
|
|
(19,254
|
)
|
|
(19,254
|
)
|
||||
Income (loss) from operations before income taxes
|
|
$
|
402,456
|
|
|
$
|
147,821
|
|
|
$
|
(42,422
|
)
|
|
$
|
507,855
|
|
Depreciation and amortization
|
|
$
|
34,579
|
|
|
$
|
24,956
|
|
|
$
|
1,726
|
|
|
$
|
61,261
|
|
Capital expenditures
|
|
22,913
|
|
|
22,859
|
|
|
1,890
|
|
|
47,662
|
|
||||
Segment assets
|
|
2,516,645
|
|
|
2,024,312
|
|
|
(1,237,116
|
)
|
|
3,303,841
|
|
|
|
Net Sales
|
|
Long-Lived Assets
|
||||||||||||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
United States
|
|
$
|
1,362,255
|
|
|
$
|
1,754,924
|
|
|
$
|
1,537,002
|
|
|
$
|
205,895
|
|
|
$
|
171,362
|
|
|
$
|
158,913
|
|
United Kingdom
|
|
322,563
|
|
|
368,505
|
|
|
362,855
|
|
|
54,215
|
|
|
63,694
|
|
|
62,305
|
|
||||||
Canada
|
|
206,258
|
|
|
204,674
|
|
|
175,561
|
|
|
5,156
|
|
|
4,876
|
|
|
5,462
|
|
||||||
Mexico
|
|
183,583
|
|
|
190,034
|
|
|
174,218
|
|
|
8,766
|
|
|
8,839
|
|
|
7,812
|
|
||||||
China
|
|
106,357
|
|
|
100,586
|
|
|
101,889
|
|
|
42,672
|
|
|
12,256
|
|
|
12,788
|
|
||||||
Germany
|
|
98,364
|
|
|
92,422
|
|
|
86,792
|
|
|
57,902
|
|
|
31,642
|
|
|
33,441
|
|
||||||
Australia
|
|
82,099
|
|
|
86,809
|
|
|
113,668
|
|
|
8,039
|
|
|
8,424
|
|
|
6,505
|
|
||||||
France
|
|
66,287
|
|
|
45,565
|
|
|
41,469
|
|
|
33,636
|
|
|
7,194
|
|
|
7,686
|
|
||||||
Brazil
|
|
51,493
|
|
|
84,595
|
|
|
83,906
|
|
|
13,227
|
|
|
9,318
|
|
|
5,074
|
|
||||||
Italy
|
|
45,771
|
|
|
38,164
|
|
|
42,865
|
|
|
27,253
|
|
|
15,170
|
|
|
17,913
|
|
||||||
Netherlands
|
|
25,452
|
|
|
25,869
|
|
|
19,452
|
|
|
11,534
|
|
|
7,506
|
|
|
10,201
|
|
||||||
Other international
|
|
380,706
|
|
|
315,851
|
|
|
304,777
|
|
|
50,081
|
|
|
12,912
|
|
|
11,011
|
|
||||||
Total
|
|
$
|
2,931,188
|
|
|
$
|
3,307,998
|
|
|
$
|
3,044,454
|
|
|
$
|
518,376
|
|
|
$
|
353,193
|
|
|
$
|
339,111
|
|
In thousands
|
|
2016
|
|
2015
|
|
2014
|
||||||
Specialty Products & Electronics
|
|
$
|
1,374,580
|
|
|
$
|
1,733,881
|
|
|
$
|
1,393,955
|
|
Brake Products
|
|
588,081
|
|
|
627,552
|
|
|
662,336
|
|
|||
Remanufacturing, Overhaul & Build
|
|
559,284
|
|
|
606,624
|
|
|
618,885
|
|
|||
Transit Products
|
|
276,124
|
|
|
189,581
|
|
|
201,913
|
|
|||
Other
|
|
133,119
|
|
|
150,360
|
|
|
167,365
|
|
|||
Total sales
|
|
$
|
2,931,188
|
|
|
$
|
3,307,998
|
|
|
$
|
3,044,454
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Cash and cash equivalents
|
$
|
2,522
|
|
|
$
|
9,496
|
|
|
$
|
386,466
|
|
|
$
|
—
|
|
|
$
|
398,484
|
|
Receivables, net
|
79,041
|
|
|
202,779
|
|
|
660,688
|
|
|
—
|
|
|
942,508
|
|
|||||
Inventories
|
120,042
|
|
|
128,076
|
|
|
410,392
|
|
|
—
|
|
|
658,510
|
|
|||||
Current assets - other
|
52,576
|
|
|
(17,844
|
)
|
|
833,397
|
|
|
—
|
|
|
868,129
|
|
|||||
Total current assets
|
254,181
|
|
|
322,507
|
|
|
2,290,943
|
|
|
—
|
|
|
2,867,631
|
|
|||||
Property, plant and equipment
|
49,031
|
|
|
126,661
|
|
|
342,684
|
|
|
—
|
|
|
518,376
|
|
|||||
Goodwill
|
25,275
|
|
|
477,472
|
|
|
1,576,018
|
|
|
—
|
|
|
2,078,765
|
|
|||||
Investment in subsidiaries
|
5,388,613
|
|
|
1,325,150
|
|
|
—
|
|
|
(6,713,763
|
)
|
|
—
|
|
|||||
Other intangibles, net
|
31,897
|
|
|
204,512
|
|
|
817,451
|
|
|
—
|
|
|
1,053,860
|
|
|||||
Other long term assets
|
9,592
|
|
|
(1,914
|
)
|
|
54,708
|
|
|
—
|
|
|
62,386
|
|
|||||
Total assets
|
$
|
5,758,589
|
|
|
$
|
2,454,388
|
|
|
$
|
5,081,804
|
|
|
$
|
(6,713,763
|
)
|
|
$
|
6,581,018
|
|
Current liabilities
|
$
|
194,983
|
|
|
196,956
|
|
|
$
|
1,054,700
|
|
|
—
|
|
|
$
|
1,446,639
|
|
||
Inter-company
|
1,562,399
|
|
|
(1,848,777
|
)
|
|
286,378
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
1,761,933
|
|
|
58
|
|
|
976
|
|
|
—
|
|
|
1,762,967
|
|
|||||
Long-term liabilities - other
|
33,298
|
|
|
74,977
|
|
|
286,312
|
|
|
—
|
|
|
394,587
|
|
|||||
Total liabilities
|
3,552,613
|
|
|
(1,576,786
|
)
|
|
1,628,366
|
|
|
—
|
|
|
3,604,193
|
|
|||||
Shareholders' equity
|
2,205,976
|
|
|
4,032,250
|
|
|
2,681,514
|
|
|
(6,713,763
|
)
|
|
2,205,977
|
|
|||||
Non-controlling interest
|
—
|
|
|
(1,076
|
)
|
|
771,924
|
|
|
—
|
|
|
770,848
|
|
|||||
Total shareholders' equity
|
$
|
2,205,976
|
|
|
$
|
4,031,174
|
|
|
$
|
3,453,438
|
|
|
$
|
(6,713,763
|
)
|
|
$
|
2,976,825
|
|
Total Liabilities and Shareholders' Equity
|
$
|
5,758,589
|
|
|
$
|
2,454,388
|
|
|
$
|
5,081,804
|
|
|
$
|
(6,713,763
|
)
|
|
$
|
6,581,018
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
13,157
|
|
|
$
|
213,034
|
|
|
$
|
—
|
|
|
$
|
226,191
|
|
Receivables, net
|
83,449
|
|
|
230,221
|
|
|
285,119
|
|
|
—
|
|
|
598,789
|
|
|||||
Inventories
|
136,224
|
|
|
133,332
|
|
|
209,018
|
|
|
—
|
|
|
478,574
|
|
|||||
Current assets - other
|
15,613
|
|
|
3,562
|
|
|
217,291
|
|
|
—
|
|
|
236,466
|
|
|||||
Total current assets
|
235,286
|
|
|
380,272
|
|
|
924,462
|
|
|
—
|
|
|
1,540,020
|
|
|||||
Property, plant and equipment
|
43,275
|
|
|
128,089
|
|
|
181,829
|
|
|
—
|
|
|
353,193
|
|
|||||
Goodwill
|
25,275
|
|
|
472,374
|
|
|
360,883
|
|
|
—
|
|
|
858,532
|
|
|||||
Investment in subsidiaries
|
3,516,159
|
|
|
624,031
|
|
|
—
|
|
|
(4,140,190
|
)
|
|
—
|
|
|||||
Other intangibles, net
|
33,224
|
|
|
208,040
|
|
|
199,270
|
|
|
—
|
|
|
440,534
|
|
|||||
Other long term assets
|
(8,525
|
)
|
|
3,162
|
|
|
42,597
|
|
|
—
|
|
|
37,234
|
|
|||||
Total assets
|
$
|
3,844,694
|
|
|
$
|
1,815,968
|
|
|
$
|
1,709,041
|
|
|
$
|
(4,140,190
|
)
|
|
$
|
3,229,513
|
|
Current liabilities
|
$
|
178,132
|
|
|
222,231
|
|
|
$
|
264,413
|
|
|
—
|
|
|
$
|
664,776
|
|
||
Inter-company
|
1,238,536
|
|
|
(1,596,142
|
)
|
|
357,606
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
691,512
|
|
|
121
|
|
|
172
|
|
|
—
|
|
|
691,805
|
|
|||||
Long-term liabilities - other
|
36,907
|
|
|
47,172
|
|
|
87,514
|
|
|
—
|
|
|
171,593
|
|
|||||
Total liabilities
|
2,145,087
|
|
|
(1,326,618
|
)
|
|
709,705
|
|
|
—
|
|
|
1,528,174
|
|
|||||
Shareholders' equity
|
1,699,607
|
|
|
3,143,472
|
|
|
996,718
|
|
|
(4,140,190
|
)
|
|
1,699,607
|
|
|||||
Non-controlling interest
|
—
|
|
|
(886
|
)
|
|
2,618
|
|
|
—
|
|
|
1,732
|
|
|||||
Total shareholders' equity
|
$
|
1,699,607
|
|
|
$
|
3,142,586
|
|
|
$
|
999,336
|
|
|
$
|
(4,140,190
|
)
|
|
$
|
1,701,339
|
|
Total Liabilities and Shareholders' Equity
|
$
|
3,844,694
|
|
|
$
|
1,815,968
|
|
|
$
|
1,709,041
|
|
|
$
|
(4,140,190
|
)
|
|
$
|
3,229,513
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
641,809
|
|
|
$
|
1,112,001
|
|
|
$
|
1,322,937
|
|
|
$
|
(145,559
|
)
|
|
$
|
2,931,188
|
|
Cost of sales
|
(473,700
|
)
|
|
(708,062
|
)
|
|
(928,608
|
)
|
|
103,421
|
|
|
(2,006,949
|
)
|
|||||
Gross profit (loss)
|
168,109
|
|
|
403,939
|
|
|
394,329
|
|
|
(42,138
|
)
|
|
924,239
|
|
|||||
Total operating expenses
|
(141,940
|
)
|
|
(122,617
|
)
|
|
(201,321
|
)
|
|
—
|
|
|
(465,878
|
)
|
|||||
Income (loss) from operations
|
26,169
|
|
|
281,322
|
|
|
193,008
|
|
|
(42,138
|
)
|
|
458,361
|
|
|||||
Interest (expense) income, net
|
(34,975
|
)
|
|
7,012
|
|
|
(14,598
|
)
|
|
—
|
|
|
(42,561
|
)
|
|||||
Other income (expense), net
|
20,509
|
|
|
(2,284
|
)
|
|
(21,188
|
)
|
|
—
|
|
|
(2,963
|
)
|
|||||
Equity earnings (loss)
|
322,650
|
|
|
131,234
|
|
|
—
|
|
|
(453,884
|
)
|
|
—
|
|
|||||
Pretax income (loss)
|
334,353
|
|
|
417,284
|
|
|
157,222
|
|
|
(496,022
|
)
|
|
412,837
|
|
|||||
Income tax expense
|
(29,466
|
)
|
|
(57,667
|
)
|
|
(12,300
|
)
|
|
—
|
|
|
(99,433
|
)
|
|||||
Net income (loss)
|
304,887
|
|
|
359,617
|
|
|
144,922
|
|
|
(496,022
|
)
|
|
313,404
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(8,517
|
)
|
|
—
|
|
|
(8,517
|
)
|
|||||
Net income (loss) attributable to Wabtec shareholders
|
$
|
304,887
|
|
|
$
|
359,617
|
|
|
$
|
136,405
|
|
|
$
|
(496,022
|
)
|
|
$
|
304,887
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Wabtec shareholders
|
$
|
305,180
|
|
|
$
|
359,617
|
|
|
$
|
33,226
|
|
|
$
|
(496,022
|
)
|
|
$
|
202,001
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
743,262
|
|
|
$
|
1,436,935
|
|
|
$
|
1,300,577
|
|
|
$
|
(172,776
|
)
|
|
$
|
3,307,998
|
|
Cost of sales
|
(531,269
|
)
|
|
(843,104
|
)
|
|
(976,798
|
)
|
|
90,989
|
|
|
(2,260,182
|
)
|
|||||
Gross profit (loss)
|
211,993
|
|
|
593,831
|
|
|
323,779
|
|
|
(81,787
|
)
|
|
1,047,816
|
|
|||||
Total operating expenses
|
(142,953
|
)
|
|
(131,251
|
)
|
|
(166,045
|
)
|
|
—
|
|
|
(440,249
|
)
|
|||||
(Loss) income from operations
|
69,040
|
|
|
462,580
|
|
|
157,734
|
|
|
(81,787
|
)
|
|
607,567
|
|
|||||
Interest (expense) income, net
|
(23,129
|
)
|
|
5,914
|
|
|
327
|
|
|
—
|
|
|
(16,888
|
)
|
|||||
Other income (expense), net
|
23,193
|
|
|
(9,140
|
)
|
|
(19,364
|
)
|
|
—
|
|
|
(5,311
|
)
|
|||||
Equity earnings (loss)
|
506,903
|
|
|
112,286
|
|
|
—
|
|
|
(619,189
|
)
|
|
—
|
|
|||||
Pretax income (loss)
|
576,007
|
|
|
571,640
|
|
|
138,697
|
|
|
(700,976
|
)
|
|
585,368
|
|
|||||
Income tax expense
|
(177,379
|
)
|
|
8,989
|
|
|
(18,350
|
)
|
|
—
|
|
|
(186,740
|
)
|
|||||
Net income (loss)
|
398,628
|
|
|
580,629
|
|
|
120,347
|
|
|
(700,976
|
)
|
|
398,628
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Wabtec shareholders
|
$
|
398,628
|
|
|
$
|
580,629
|
|
|
$
|
120,347
|
|
|
$
|
(700,976
|
)
|
|
$
|
398,628
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Wabtec shareholders
|
$
|
409,734
|
|
|
$
|
580,629
|
|
|
$
|
(7,992
|
)
|
|
$
|
(700,976
|
)
|
|
$
|
281,395
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
722,317
|
|
|
$
|
1,239,154
|
|
|
$
|
1,278,876
|
|
|
$
|
(195,893
|
)
|
|
$
|
3,044,454
|
|
Cost of sales
|
(516,607
|
)
|
|
(730,946
|
)
|
|
(982,072
|
)
|
|
121,153
|
|
|
(2,108,472
|
)
|
|||||
Gross (loss) profit
|
205,710
|
|
|
508,208
|
|
|
296,804
|
|
|
(74,740
|
)
|
|
935,982
|
|
|||||
Total operating expenses
|
(140,002
|
)
|
|
(116,569
|
)
|
|
(152,302
|
)
|
|
—
|
|
|
(408,873
|
)
|
|||||
(Loss) income from operations
|
65,708
|
|
|
391,639
|
|
|
144,502
|
|
|
(74,740
|
)
|
|
527,109
|
|
|||||
Interest (expense) income, net
|
(23,551
|
)
|
|
5,793
|
|
|
184
|
|
|
—
|
|
|
(17,574
|
)
|
|||||
Other income (expense), net
|
18,295
|
|
|
(3,334
|
)
|
|
(16,641
|
)
|
|
—
|
|
|
(1,680
|
)
|
|||||
Equity earnings (loss)
|
399,507
|
|
|
89,931
|
|
|
—
|
|
|
(489,438
|
)
|
|
—
|
|
|||||
Pretax income (loss)
|
459,959
|
|
|
484,029
|
|
|
128,045
|
|
|
(564,178
|
)
|
|
507,855
|
|
|||||
Income tax expense
|
(108,279
|
)
|
|
(15,222
|
)
|
|
(32,674
|
)
|
|
—
|
|
|
(156,175
|
)
|
|||||
Net income (loss)
|
351,680
|
|
|
468,807
|
|
|
95,371
|
|
|
(564,178
|
)
|
|
351,680
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Wabtec shareholders
|
$
|
351,680
|
|
|
$
|
468,807
|
|
|
$
|
95,371
|
|
|
$
|
(564,178
|
)
|
|
$
|
351,680
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Wabtec shareholders
|
$
|
345,581
|
|
|
$
|
468,807
|
|
|
$
|
(23,160
|
)
|
|
$
|
(564,178
|
)
|
|
$
|
227,050
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(45,834
|
)
|
|
$
|
332,822
|
|
|
$
|
204,457
|
|
|
$
|
(42,138
|
)
|
|
$
|
449,307
|
|
Net cash used in investing activities
|
(829,783
|
)
|
|
(14,725
|
)
|
|
69,443
|
|
|
—
|
|
|
(775,065
|
)
|
|||||
Net cash provided by (used in) financing activities
|
878,139
|
|
|
(321,758
|
)
|
|
(74,325
|
)
|
|
42,138
|
|
|
524,194
|
|
|||||
Effect of changes in currency exchange rates
|
—
|
|
|
—
|
|
|
(26,143
|
)
|
|
—
|
|
|
(26,143
|
)
|
|||||
Increase (decrease) in cash
|
2,522
|
|
|
(3,661
|
)
|
|
173,432
|
|
|
—
|
|
|
172,293
|
|
|||||
Cash, beginning of year
|
—
|
|
|
13,157
|
|
|
213,034
|
|
|
—
|
|
|
226,191
|
|
|||||
Cash, end of year
|
$
|
2,522
|
|
|
$
|
9,496
|
|
|
$
|
386,466
|
|
|
$
|
—
|
|
|
$
|
398,484
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(92,958
|
)
|
|
$
|
487,516
|
|
|
$
|
135,489
|
|
|
$
|
(81,787
|
)
|
|
$
|
448,260
|
|
Net cash used in investing activities
|
(7,862
|
)
|
|
(109,326
|
)
|
|
(262,948
|
)
|
|
—
|
|
|
(380,136
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(45,986
|
)
|
|
(378,330
|
)
|
|
93,615
|
|
|
81,787
|
|
|
(248,914
|
)
|
|||||
Effect of changes in currency exchange rates
|
—
|
|
|
—
|
|
|
(18,868
|
)
|
|
—
|
|
|
(18,868
|
)
|
|||||
(Decrease) increase in cash
|
(146,806
|
)
|
|
(140
|
)
|
|
(52,712
|
)
|
|
—
|
|
|
(199,658
|
)
|
|||||
Cash, beginning of year
|
146,806
|
|
|
13,297
|
|
|
265,746
|
|
|
—
|
|
|
425,849
|
|
|||||
Cash, end of year
|
$
|
—
|
|
|
$
|
13,157
|
|
|
$
|
213,034
|
|
|
$
|
—
|
|
|
$
|
226,191
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
58,451
|
|
|
$
|
452,641
|
|
|
$
|
36,033
|
|
|
$
|
(74,740
|
)
|
|
$
|
472,385
|
|
Net cash used in investing activities
|
(8,637
|
)
|
|
(20,239
|
)
|
|
(318,802
|
)
|
|
—
|
|
|
(347,678
|
)
|
|||||
Net cash provided by (used in) financing activities
|
61,460
|
|
|
(426,911
|
)
|
|
316,217
|
|
|
74,740
|
|
|
25,506
|
|
|||||
Effect of changes in currency exchange rates
|
—
|
|
|
—
|
|
|
(10,124
|
)
|
|
—
|
|
|
(10,124
|
)
|
|||||
Increase in cash
|
111,274
|
|
|
5,491
|
|
|
23,324
|
|
|
—
|
|
|
140,089
|
|
|||||
Cash, beginning of year
|
35,532
|
|
|
7,806
|
|
|
242,422
|
|
|
—
|
|
|
285,760
|
|
|||||
Cash, end of year
|
$
|
146,806
|
|
|
$
|
13,297
|
|
|
$
|
265,746
|
|
|
$
|
—
|
|
|
$
|
425,849
|
|
|
|
For the year ended
December 31,
|
||||||||||
In thousands
|
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign currency loss
|
|
$
|
(4,001
|
)
|
|
$
|
(4,659
|
)
|
|
$
|
(2,445
|
)
|
Other miscellaneous income (expense)
|
|
1,038
|
|
|
(652
|
)
|
|
765
|
|
|||
Total other (expense) income, net
|
|
$
|
(2,963
|
)
|
|
$
|
(5,311
|
)
|
|
$
|
(1,680
|
)
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
In thousands, except per share data
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
772,031
|
|
|
$
|
723,601
|
|
|
$
|
675,574
|
|
|
$
|
759,982
|
|
Gross profit
|
|
255,180
|
|
|
237,389
|
|
|
212,481
|
|
|
219,189
|
|
||||
Income from operations
|
|
142,181
|
|
|
133,284
|
|
|
120,096
|
|
|
62,800
|
|
||||
Net income attributable to Wabtec shareholders
|
|
94,163
|
|
|
90,485
|
|
|
82,428
|
|
|
37,811
|
|
||||
Basic earnings from operations per common share
|
|
$
|
1.03
|
|
|
$
|
1.00
|
|
|
$
|
0.92
|
|
|
$
|
0.42
|
|
Diluted earnings from operations per common share
|
|
$
|
1.02
|
|
|
$
|
1.00
|
|
|
$
|
0.91
|
|
|
$
|
0.42
|
|
2015
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
818,594
|
|
|
$
|
847,028
|
|
|
$
|
809,527
|
|
|
$
|
832,849
|
|
Gross profit
|
|
255,355
|
|
|
267,764
|
|
|
257,069
|
|
|
267,628
|
|
||||
Income from operations
|
|
148,420
|
|
|
155,860
|
|
|
152,078
|
|
|
151,209
|
|
||||
Net income attributable to Wabtec shareholders
|
|
96,164
|
|
|
101,504
|
|
|
99,181
|
|
|
101,779
|
|
||||
Basic earnings from operations per common share
|
|
$
|
1.00
|
|
|
$
|
1.05
|
|
|
$
|
1.03
|
|
|
$
|
1.06
|
|
Diluted earnings from operations per common share
|
|
$
|
0.99
|
|
|
$
|
1.04
|
|
|
$
|
1.02
|
|
|
$
|
1.05
|
|
In thousands
|
|
Balance at
beginning of period |
|
Charged/
(credited) to expense |
|
Charged/ (credited) to
other accounts (1) |
|
Deductions
from reserves (2) |
|
Balance
at end of period |
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Warranty and overhaul reserves
|
|
$
|
92,064
|
|
|
$
|
28,947
|
|
|
$
|
56,753
|
|
|
$
|
38,772
|
|
|
$
|
138,992
|
|
Allowance for doubtful accounts
|
|
5,614
|
|
|
3,635
|
|
|
—
|
|
|
1,909
|
|
|
7,340
|
|
|||||
Valuation allowance-taxes
|
|
12,623
|
|
|
3,405
|
|
|
5,390
|
|
|
—
|
|
|
21,418
|
|
|||||
Merger and restructuring reserve
|
|
622
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
563
|
|
|||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Warranty and overhaul reserves
|
|
$
|
87,849
|
|
|
$
|
35,418
|
|
|
$
|
(1,762
|
)
|
|
$
|
29,441
|
|
|
$
|
92,064
|
|
Allowance for doubtful accounts
|
|
6,270
|
|
|
2,026
|
|
|
—
|
|
|
2,682
|
|
|
5,614
|
|
|||||
Valuation allowance-taxes
|
|
1,818
|
|
|
7,024
|
|
|
3,781
|
|
|
—
|
|
|
12,623
|
|
|||||
Merger and restructuring reserve
|
|
686
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
622
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Warranty and overhaul reserves
|
|
$
|
60,593
|
|
|
$
|
34,110
|
|
|
$
|
12,717
|
|
|
$
|
19,571
|
|
|
$
|
87,849
|
|
Allowance for doubtful accounts
|
|
5,707
|
|
|
4,200
|
|
|
—
|
|
|
3,637
|
|
|
6,270
|
|
|||||
Valuation allowance-taxes
|
|
3,332
|
|
|
(1,514
|
)
|
|
—
|
|
|
—
|
|
|
1,818
|
|
|||||
Merger and restructuring reserve
|
|
775
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
686
|
|
(1)
|
Reserves of acquired/(sold) companies; valuation allowances for state and foreign deferred tax assets; impact of fluctuations in foreign currency exchange rates.
|
(2)
|
Actual disbursements and/or charges.
|
|
|
|
|
|
|
|
|
|
|
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
|
|
|
|
|
|
Date:
|
February 28, 2017
|
By:
|
/
S
/ RAYMOND T. BETLER
|
|
|
|
Raymond T. Betler,
|
|
|
|
President and Chief Executive Officer, and Director
|
|
Signature and Title
|
Date
|
|
|
|
By
|
/
S
/ A
LBERT
J. N
EUPAVER
|
February 28, 2017
|
|
Albert J. Neupaver,
Executive Chairman of the Board
|
|
|
|
|
By
|
/
S
/ R
AYMOND
T. B
ETLER
|
February 28, 2017
|
|
Raymond T. Betler,
President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
|
|
By
|
/
S
/ P
ATRICK
D. D
UGAN
|
February 28, 2017
|
|
Patrick D. Dugan,
Executive Vice President Finance and Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
By
|
/
S
/ J
OHN
A. M
ASTALERZ
|
February 28, 2017
|
|
John A. Mastalerz,
Vice President and Principal Accounting Officer
|
|
|
|
|
By
|
/
S
/ W
ILLIAM
E. K
ASSLING
|
February 28, 2017
|
|
William E. Kassling,
Lead Director
|
|
|
|
|
By
|
/
S
/ P
HILIPPE
A
LFROID
|
February 28, 2017
|
|
Philippe Alfroid,
Director |
|
|
|
|
By
|
/
S
/ R
OBERT
J. B
ROOKS
|
February 28, 2017
|
|
Robert J. Brooks,
Director
|
|
|
|
|
By
|
/
S
/ E
RWAN
F
AIVELEY
|
February 28, 2017
|
|
Erwan Faiveley,
Director |
|
|
|
|
|
|
|
|
/
S
/ E
MILIO
A. F
ERNANDEZ
|
February 28, 2017
|
|
Emilio A. Fernandez,
Director
|
|
|
|
|
By
|
/
S
/ L
EE
B. F
OSTER
, II
|
February 28, 2017
|
|
Lee B. Foster, II,
Director
|
|
|
|
|
By
|
/
S
/ L
INDA
S. H
ARTY
|
February 28, 2017
|
|
Linda S. Harty,
Director |
|
|
|
|
By
|
/
S
/ B
RIAN
P. H
EHIR
|
February 28, 2017
|
|
Brian P. Hehir,
Director
|
|
|
|
|
By
|
/
S
/ M
ICHAEL
W. D. H
OWELL
|
February 28, 2017
|
|
Michael W. D. Howell,
Director
|
|
|
|
|
By
|
/
S
/ N
ICKOLAS
W. V
ANDE
S
TEEG
|
February 28, 2017
|
|
Nickolas W. Vande Steeg,
Director
|
|
|
|
|
|
|
|
|
Exhibits
|
|
Filing
Method
|
|
2.1
|
Offer relating to Faiveley Transport, S.A. among Financiere Faiveley S.A., Famille Faiveley Participations, Francois Faiveley, Erwan Faiveley, FW Acquisition, LLC, and Wabtec Corporation dated as of July 27, 2015
|
15
|
|
2.2
|
Exclusivity Agreement among Financiere Faiveley S.A., Famille Faiveley Participations Francois Faiveley, Erwan Faiveley, FW Acquisition, LLC, and Wabtec Corporation dated as of July 27, 2015
|
15
|
|
2.3
|
Share Purchase Agreement among Financiere Faiveley S.A., Famille Faiveley Participations Francois Faiveley, Erwan Faiveley, FW Acquisition, LLC and Wabtec Corporation dated as of October 6, 2015
|
16
|
|
2.4
|
Tender Offer Agreement among Faiveley Transport S.A., FW Acquisition, LLC, and Wabtec Corporation dated as of October 6, 2015
|
16
|
|
2.5
|
Shareholder's Agreement among Financiere Faiveley S.A., FW Acquisition, LLC, and Wabtec Corporation dated as of October 6, 2015
|
16
|
|
2.6
|
Amendment No. 1 to Share Purchase Agreement among Mr. Erwan Faiveley, Wabtec France, and Wabtec Corporation dated as of October 24, 2016
|
17
|
|
2.7
|
Amendment No. 1 to Tender Offer Agreement among Faiveley Transport, S.A., Wabtec France, and Wabtec Corporation dated as of October 24, 2016
|
17
|
|
2.8
|
Amendment No. 1 to Shareholder’s Agreement among Financiere Faiveley S.A., Famille Faiveley Participations, Francois Faiveley, Erwan Faiveley, and Wabtec Corporation dated as of dated as of October 24, 2016
|
17
|
|
3.1
|
Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended December 31, 2003
|
9
|
|
3.2
|
Certificate of Amendment of Restated Certificate of Incorporation dated May 14, 2013
|
11
|
|
3.3
|
Amended and By-Laws of the Company, effective May 14, 2014
|
8
|
|
4.1
|
Indenture, dated August 8, 2013 by and between the Company and Wells Fargo, National Association, as Trustee
|
12
|
|
4.2
|
First Supplemental Indenture, dated August 8, 2013, by and between the Company and Wells Fargo Bank, National Association, as Trustee
|
12
|
|
4.3
|
Form of 4.375% Senior Note due 2023 (included in Exhibit 4.2)
|
12
|
|
4.4
|
Second Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee
|
19
|
|
4.5
|
Third Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee.
|
19
|
|
4.6
|
Form of 3.450% Senior Note due 2026 (included in Exhibit 4.5).
|
19
|
|
4.7
|
Registration Rights Agreement, by and among Westinghouse Air Brake Technologies Corporation, the guarantors listed therein and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and PNC Capital Markets LLC, as representatives of the several initial purchasers named in the Purchase Agreement (as defined therein).
|
19
|
|
4.8
|
Purchase Agreement, dated October 31, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and PNC Capital Markets LLC, as representatives of the several initial purchasers named therein.
|
18
|
|
4.9
|
Fourth Supplemental Indenture, dated February 9, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee.
|
1
|
|
10.1
|
Agreement of Sale and Purchase of the North American Operations of the Railway Products Group, an operating division of American Standard Inc. (now known as Trane), dated as of 1990 between Rail Acquisition Corp. and American Standard Inc. (only provisions on indemnification are reproduced)
|
2
|
|
10.2
|
Letter Agreement (undated) between the Company and American Standard Inc. (now known as Trane) on environmental costs and sharing
|
2
|
|
10.3
|
Purchase Agreement dated as of June 17, 1992 among the Company, Schuller International, Inc., Manville Corporation and European Overseas Corporation (only provisions on indemnification are reproduced)
|
2
|
|
10.4
|
Westinghouse Air Brake Company 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended *
|
4
|
|
10.5
|
Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as amended *
|
4
|
|
10.6
|
Employment Agreement with Albert J. Neupaver, dated February 1, 2006 *
|
3
|
|
10.7
|
Form of Restricted Stock Agreement *
|
10
|
|
10.8
|
Westinghouse Air Brake Technologies Corporation 2011 Stock Incentive Plan *
|
5
|
|
10.9
|
Stock Purchase Agreement, by and among the Company, Standard Car Truck Company and Robclif, Inc., dated September 12, 2008
|
6
|
|
10.10
|
First Amended and Restated Refinancing Credit Agreement, dated as of December 19, 2013, by and among the Company, Wabtec Cooperatief UA, certain subsidiaries as the guarantors, the lenders party thereto and, PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, J.P. Morgan Securities, Inc., as Joint Lead Arranges and Joint Book Runners, JP Morgan Chase Bank, N.A. as Syndication Agent, Bank of America, N.A., and Citizens Bank of Pennsylvania, Branch Banking and Trust Company and The Bank of Toyko-Mitsubish UFJ, Ltd., as Co-Documentation Agents
|
13
|
|
10.11
|
Second Amended and Restated Refinancing Credit Agreement, dated as of June 22, 2016, by and among the Company, Wabtec Cooperatief UA, as borrowers, certain subsidiaries of the Company as guarantors and the lenders party thereto and PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, Merrill Lynch, Pierce, Fenner & Smith Inc., JPMorgan Chase Bank, N.A., HSBC Bank, USA, National Association and Société Générale, as Joint Lead Arrangers and Joint Bookrunners, Bank of America, National Association and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, and HSBC Bank USA, National Association and Société Générale, as Co-Documentation Agents.
|
14
|
|
10.12
|
Form of Employment Continuation Agreement entered into by the Company with Albert J. Neupaver, Raymond T. Betler, Charles F. Kovac, R. Mark Cox, David L. DeNinno, Patrick D. Dugan, Scott E. Wahlstrom, Michael E. Fetsko and Timothy R. Wesley*
|
7
|
|
10.13
|
Amended and Restated Employment Agreement with Stephane Rambaud-Measson dated October 24, 2016*
|
1
|
|
10.14
|
Amended and Restated Employment Agreement with Guillaume Bouhours dated October 24, 2016*
|
1
|
|
10.15
|
Wabtec Corporation Deferred Compensation Plan for Executive Officers and Directors as adopted December 10, 2009 *
|
10
|
|
10.16
|
Form of Agreement for Nonstatutory Stock Option under the 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended *
|
10
|
|
10.17
|
Form of Agreement for Nonstatutory Stock Options under 2000 Stock Incentive Plan, as amended *
|
10
|
|
10.18
|
Form of Agreement for Nonstatutory Stock Options under 2011 Stock Incentive Plan as amended *
|
10
|
|
21.0
|
List of subsidiaries of the Company
|
1
|
|
23.1
|
Consent of Ernst & Young LLP
|
1
|
|
23.2
|
Consent of PricewaterhouseCoopers Audit
|
1
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certifications
|
1
|
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certifications
|
1
|
|
32.1
|
Section 1350 Certifications
|
1
|
|
101.INS
|
XBRL Instance Document.
|
1
|
|
101.SCH
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
1
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
1
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
1
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
1
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1
|
|
1
|
|
Filed herewith.
|
2
|
|
Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 33-90866).
|
3
|
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 033-90866) for the period ended March 31, 2006.
|
4
|
|
Filed as an Annex to the Company’s Schedule 14A Proxy Statement (File No. 1-13782) filed on April 13, 2006.
|
5
|
|
Filed as an Annex to the Company’s Schedule 14A Proxy Statement (File No. 1-13782) filed on March 31, 2011.
|
6
|
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 1-13782) for the period ended September 30, 2008.
|
7
|
|
Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 1-13782) dated July 2, 2009.
|
8
|
|
Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 1-13782), dated May 19, 2014.
|
9
|
|
Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 1-13782), dated February 25, 2011.
|
10
|
|
Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 1-13782), dated February 22, 2013.
|
11
|
|
Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 1-13782), dated May 15, 2013.
|
12
|
|
Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 1-13782), dated August 8, 2013.
|
13
|
|
Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 1-13782), dated February 21, 2014.
|
|
|
|
14
|
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated June 24, 2016.
|
|
|
|
15
|
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated July 30, 2015.
|
|
|
|
16
|
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated October 6, 2015.
|
|
|
|
17
|
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated October 26, 2016.
|
|
|
|
18
|
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated November 1, 2016.
|
|
|
|
19
|
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated November 3, 2016.
|
*
|
Management contract or compensatory plan.
|
By:
|
/s Patrick D. Dugan
Name: Patrick D. Dugan Title: Executive Vice President and |
By:
|
/s/ Patrick D. Dugan
Name: Patrick D. Dugan Title: Vice President, Finance of each of the above |
By:
|
/s/ Keith P. Hildum
Name: Keith P. Hildum Title: Vice President and Treasurer |
By:
|
/s/ Raymond Delli Colli
Name: Raymond Delli Colli Title: Vice President |
If to Executive
:
|
At the most recent address
on file at the Company. |
If to the Company
:
|
Westinghouse Air Brake Technologies Corporation
1001 Air Brake Avenue Wilmerding, Pennsylvania 15148 Attention: General Counsel |
|
|
|
Stéphane Rambaud-Measson
|
|
Date:
|
|
|
|
|
If to Executive
:
|
At the most recent address
on file at the Company. |
If to the Company
:
|
Westinghouse Air Brake Technologies Corporation
1001 Air Brake Avenue Wilmerding, Pennsylvania 15148 Attention: General Counsel |
|
|
|
Guillaume Bouhours
|
|
Date:
|
|
|
|
|
SUBSIDIARIES AND AFFILIATES
|
|||||
Company
|
|
Jurisdiction of Incorporation
|
|
Ownership Interest
|
|
A and M Signalling Services Private Limited
|
|
India
|
|
100
|
%
|
Adantech Industria e Comercio de Metal, Borracha e Friccao Ltds. EPP Brazil .
|
|
Itupeva, Sao Paulo, Brazil
|
|
100
|
%
|
Advanced Global Environmental LLC
|
|
Atlantic Beach, Florida
|
|
55
|
%
|
Akapp-Stemmann BV
|
|
Ede, Netherlands
|
|
100
|
%
|
A M Rail Group Limited
|
|
Burton-on-Trent, UK
|
|
100
|
%
|
A M Signalling Design Limited
|
|
Burton-on-Trent, UK
|
|
100
|
%
|
Ateliers Hubert Gerken S.A.
|
|
Belgium
|
|
100
|
%
|
ATR Investments LLC
|
|
Salem, Virginia
|
|
100
|
%
|
Austbreck Pty, Ltd.
|
|
Hallam, Victoria, Australia
|
|
100
|
%
|
Barber Steel Foundry Corp.
|
|
Rothbury, Michigan
|
|
100
|
%
|
Barber Tian Rui Railway Supply LLC
|
|
Park Ridge, IL
|
|
50
|
%
|
Bearward Limited
|
|
Northampton, UK
|
|
100
|
%
|
Bearward Engineering Limited
|
|
Northampton, UK
|
|
100
|
%
|
Becorit GmbH
|
|
Recklinghausen,Germany
|
|
100
|
%
|
Beijing Wabtec Huaxia Technology Company Ltd.
|
|
Beijing, China
|
|
100
|
%
|
Brecknell Willis & Co., Ltd.
|
|
Char, Somerset, UK
|
|
100
|
%
|
Brecknell Willis Composites, Ltd.
|
|
Char, Somerset, UK
|
|
100
|
%
|
Brecknell Willis (Tianjin) Electrification Systems, Co., Ltd.
|
|
TianJin, China
|
|
100
|
%
|
Brecknell Willis Stemmann (Tianjin) Electrification Systems, Co., Ltd.
|
|
TianJin, China
|
|
100
|
%
|
Cambridge Forming and Cutting Ltd.
|
|
Ontario, Canada
|
|
100
|
%
|
CoFren S.A.S.
|
|
Vierzon, France
|
|
100
|
%
|
CoFren S.r.l.
|
|
Avellino, Italy
|
|
100
|
%
|
Coleman Hydraulics Limited
|
|
Burton-on-Trent, UK
|
|
100
|
%
|
CZ-Carbon Prodcuts s.r.o.
|
|
Czech Republic
|
|
100
|
%
|
Datong Faiveley Railway Vehicle Equipment Co. Ltd.
|
|
Datong City6, China
|
|
50
|
%
|
Dia-Frag Industria e Comercio de Motopecas Ltda.
|
|
Monte Alto, Brazil
|
|
100
|
%
|
Durox Company
|
|
Strongville, Ohio
|
|
100
|
%
|
E-Carbon Asia Sdn. Bhd.
|
|
China
|
|
50
|
%
|
E-Carbon China Co., Ltd. .
|
|
China
|
|
70
|
%
|
E-Carbon Far East Limited
|
|
Hong Kong
|
|
100
|
%
|
E-Carbon Far East Ltd. Shanghai
|
|
Shanghai, China
|
|
60
|
%
|
E-Carbon H.K. Limited
|
|
Hong Kong
|
|
70
|
%
|
E-Carbon S.A.
|
|
Belgium
|
|
100
|
%
|
Electrical Carbon UK Limited
|
|
United Kingdom
|
|
100
|
%
|
Ellcon Drive LLC
|
|
Greenville, South Carolina
|
|
100
|
%
|
Evand Pty Ltd.
|
|
Wetherill Park, NSW, Australia
|
|
100
|
%
|
Faiveley Mapna Pars Rail
|
|
Karaj, Iran
|
|
51
|
%
|
Faiveley Rail Engineering Singapore Pte Ltd
|
|
Singapore
|
|
50
|
%
|
Faiveley Transport Amiens
|
|
Amiens, France
|
|
100
|
%
|
Faiveley Transport Asia Pacific Ltd.
|
|
Hong Kong
|
|
100
|
%
|
Faiveley Transport Australia Ltd.
|
|
Rosehill, NSW, Australia
|
|
100
|
%
|
Faiveley Transport Belgium NV
|
|
Zaventem, Belgium
|
|
100
|
%
|
Faiveley Transport Birkenhead Ltd.
|
|
Birkenhead, UK
|
|
100
|
%
|
Faiveley Transport Canada Inc.
|
|
Montreal, Canada
|
|
100
|
%
|
Faiveley Transport Czech a.s.
|
|
Blovice, Czech Republic
|
|
100
|
%
|
Company
|
|
Jurisdiction of Incorporation
|
|
Ownership Interest
|
|
Faiveley Transport Chile Ltda.
|
|
Santiago, Chile
|
|
100
|
%
|
Faiveley Transport DO Brasil Ltda.
|
|
Sao Paulo, Brazil
|
|
100
|
%
|
Faiveley Transport Far East Ltd
|
|
Hong Kong
|
|
100
|
%
|
Faiveley Transport Gennevilliers
|
|
Gennevilliers, France
|
|
100
|
%
|
Faiveley Transport Holding Gmbh & co KG
|
|
Whitten, Germany
|
|
100
|
%
|
Faiveley Transport Iberica SA
|
|
La Selva del Camp, Spain
|
|
100
|
%
|
Faiveley Transport Italia Spa
|
|
Turin, Italy
|
|
98.7
|
%
|
Faiveley Transport Korea Co. Ltd
|
|
Seoul, Korea
|
|
100
|
%
|
Faiveley Transport Leipzig GmbH & Co-KG
|
|
Scheuditz, Germany
|
|
100
|
%
|
Faiveley Transport Malmo AB
|
|
Landskrona, Sweden
|
|
100
|
%
|
Faiveley Transport Metro Technology Shanghai Co Ltd.
|
|
Shanghai, China
|
|
100
|
%
|
Faiveley Transport Metro Technology Taiwan Ltd.
|
|
Taipei, Taiwan
|
|
100
|
%
|
Faiveley Transport Metro Technology Thailand Co Ltd.
|
|
Bangkok, Thailand
|
|
100
|
%
|
Faiveley Transport Nordic AB
|
|
Landskrona, Sweden
|
|
100
|
%
|
Faiveley Transport North America Inc.
|
|
Greenville, South Carolina
|
|
100
|
%
|
Faiveley Transport Nowe GmbH
|
|
Elze, Germany
|
|
100
|
%
|
Faiveley Transport NSF
|
|
Neuville en Ferrain, France
|
|
100
|
%
|
Faiveley Transport Plezn s.r.o.
|
|
Nyrany, Chech Republic
|
|
100
|
%
|
Faiveley Transport Polska zoo
|
|
Poznan, Poland
|
|
100
|
%
|
Faiveley Transport Rail Technologies India Ltd.
|
|
Himachal Pradesh, India
|
|
100
|
%
|
Faiveley Transport Railway Trading Co. Ltd
|
|
Shanghai, China
|
|
100
|
%
|
Faiveley Transport S.A.
|
|
Gennevilliers, France
|
|
100
|
%
|
Faiveley Transport Schwab AG
|
|
Schaffhausen, Switzerland
|
|
100
|
%
|
Faiveley Transport Schweiz AG
|
|
Hagendorf, Switzerland
|
|
100
|
%
|
Faiveley Transport Service Maroc
|
|
Casablanca, Morocco
|
|
100
|
%
|
Faiveley Transport South Africa Pty (Ltd)
|
|
Monument Park, South Africa
|
|
100
|
%
|
Faiveley Transport Systems Technology (Beijing) Co. Ltd.
|
|
Beijing, China
|
|
100
|
%
|
Faiveley Transport Tamworth Ltd.
|
|
Tamworth, Staffordshire, UK
|
|
100
|
%
|
Faiveley Transport Tours
|
|
Saint Pierre des Corps, France
|
|
100
|
%
|
Faiveley Transport Tremosnice s.r.o.
|
|
Treomsnice, Czech Republic
|
|
100
|
%
|
Faiveley Transport USA Inc.
|
|
Greenville, South Carolina
|
|
100
|
%
|
Faiveley Transport Verwaltungs GmbH
|
|
Scheuditz, Germany
|
|
100
|
%
|
Faiveley Transport Witten GmbH
|
|
Witten, Germany
|
|
100
|
%
|
F.I.P. Pty Ltd.
|
|
Sydney, Australia
|
|
100
|
%
|
Fandstan Electric BV
|
|
Ede, Netherlands
|
|
100
|
%
|
Fandstan Electric Group, Ltd.
|
|
London, UK
|
|
100
|
%
|
Fandstan Electric, Inc.
|
|
Wilmington, Delaware
|
|
100
|
%
|
Fandstan Electric Systems Pty, Ltd.
|
|
Gujarat, India
|
|
100
|
%
|
Fandstan Electric Systems, Ltd.
|
|
London, England
|
|
100
|
%
|
Fandstan Electric, Ltd.
|
|
London, UK
|
|
100
|
%
|
Fandstan Electric Systems, Ltd.
|
|
London, UK
|
|
100
|
%
|
F.T.M.T. Singapore Pte Ltd
|
|
Singapore
|
|
100
|
%
|
FW Acquisition LLC
|
|
Wilmington, Delaware
|
|
100
|
%
|
G&B Specialties, Inc.
|
|
Berwick, Pennsylvania
|
|
100
|
%
|
GBI USA Holdings, Inc.
|
|
Reno, Nevada
|
|
100
|
%
|
Company
|
|
Jurisdiction of Incorporation
|
|
Ownership Interest
|
|
Gerken Group S.A.
|
|
Belgium
|
|
100
|
%
|
Gerken Nordiska Karma Aktiebolag
|
|
Sweden
|
|
49
|
%
|
Gerken SAS
|
|
France
|
|
72
|
%
|
Global Acquisition, S.a r.l.
|
|
Luxembourg
|
|
100
|
%
|
Graham White Manufacturing Company
|
|
Salem, Virginia
|
|
100
|
%
|
GT Advanced Engineering and Technologies, Ltd.
|
|
Shanghai, China
|
|
100
|
%
|
GT Engineering & Associates, Ltd.
|
|
Hong Kong, China
|
|
100
|
%
|
Hubei Dengfeng Unifin Electrical Equipment Cooling System Co., Ltd.
|
|
Daye City, Hubei, China
|
|
69
|
%
|
Hunan CSR Wabtec Railway Transportation Technology Co. Ltd.
|
|
Changsha, Hunan, China
|
|
50
|
%
|
InTrans Engineering Limited
|
|
Kolkata, West Bengal, India
|
|
100
|
%
|
IP09 RCL Corporation
|
|
Wilmington, DE
|
|
100
|
%
|
J. & D. Gears Limited
|
|
Barton Under Needwood, England
|
|
100
|
%
|
Keelex 351 Limited
|
|
Barton Under Needwood, England
|
|
100
|
%
|
LH Access Technology Limited
|
|
Barton Under Needwood, England
|
|
100
|
%
|
LH Group Holdings Limited
|
|
Barton Under Needwood, England
|
|
100
|
%
|
LH Group Services Limited
|
|
Barton Under Needwood, England
|
|
100
|
%
|
LH Group Wheelsets Limited
|
|
Barton Under Needwood, England
|
|
100
|
%
|
LH Plant (Burton) Limited
|
|
Barton, United Kingdom
|
|
100
|
%
|
Longwood Elastomers, Inc.
|
|
Wytheville, Virginia
|
|
100
|
%
|
Longwood Elastomers, S.A.
|
|
Soria, Spain
|
|
100
|
%
|
Longwood Engineered Products, Inc.
|
|
Greensboro, North Carolina
|
|
100
|
%
|
Longwood Industries, Inc.
|
|
Brenham, Texas
|
|
100
|
%
|
Longwood International, Inc.
|
|
Greensboro, North Carolina
|
|
100
|
%
|
LWI Elastomers International, S.L.
|
|
Madrid, Spain
|
|
100
|
%
|
LWI International B.V.
|
|
Amsterdam, Netherlands
|
|
100
|
%
|
Medagao (Suzhou) Rubber-Metal Components Co., Ltd
|
|
Suzhou, Jiangsu, China
|
|
100
|
%
|
Metalocaucho, S.L.
|
|
Urnieta, Gipuzkoa, Spain
|
|
100
|
%
|
Mors Smitt BV
|
|
Utrecht, Netherlands
|
|
100
|
%
|
Mors Smitt France S.A.S.
|
|
Sable sur Sarthe, France
|
|
100
|
%
|
Mors Smitt Holding S.A.S.
|
|
Utrecht, Netherlands
|
|
100
|
%
|
Mors Smitt Netherlands BV
|
|
Utrecht, Netherlands
|
|
100
|
%
|
Mors Smitt Technologies, Inc.
|
|
Buffalo Grove, IL
|
|
100
|
%
|
Mors Smitt UK Ltd.
|
|
West Midlands UK
|
|
100
|
%
|
MorsSmitt Asia, Ltd.
|
|
Kwun Tong, Hong Kong
|
|
100
|
%
|
MotivePower, Inc.
|
|
Boise, ID
|
|
100
|
%
|
MTC India Rubber Metal Components Private Limited
|
|
Bangalore, India
|
|
100
|
%
|
Napier Turbochargers (Holdings) Limited
|
|
Lincoln, Lincolnshire, UK
|
|
100
|
%
|
Napier Turbochargers Australia Pty Ltd.
|
|
Sydney, NSW, Australia
|
|
100
|
%
|
Napier Turbochargers Limited
|
|
Lincoln, Lincolnshire, UK
|
|
100
|
%
|
o.o.o. Faiveley Transport
|
|
Leningrad Region, Russia
|
|
100
|
%
|
Orion Engineering Ltd
|
|
Hong Kong, China
|
|
100
|
%
|
Pantrac GmbH
|
|
Germany
|
|
100
|
%
|
Parts Supply Limited
|
|
Leicestershire, England
|
|
100
|
%
|
Poli S.r.l.
|
|
Camisano, Italy
|
|
100
|
%
|
Pride Bodies Ltd
|
|
Ontario, Canada
|
|
100
|
%
|
Company
|
|
Jurisdiction of Incorporation
|
|
Ownership Interest
|
|
Qingdao Faiveley Sri Rail Brake Co. Ltd.
|
|
Qingdao, Shadong, China
|
|
50
|
%
|
Railroad Controls, L.P
|
|
Benbrook, TX
|
|
100
|
%
|
Railroad Friction Products Corporation
|
|
Maxton, NC
|
|
100
|
%
|
RCL, L.L.C.
|
|
Benbrook, TX
|
|
100
|
%
|
RCLP Acquisition LLC
|
|
Benbrook, TX
|
|
100
|
%
|
Relay Monitoring Systems Pty Ltd
|
|
Mulgrave, Australia
|
|
100
|
%
|
RFPC Holding Corporation
|
|
Wilmington, Delaware
|
|
100
|
%
|
Ricon Acquisition Corp.
|
|
San Fernando, California
|
|
100
|
%
|
Ricon Corp.
|
|
San Fernando, California
|
|
100
|
%
|
SAB Wabco Davies & Metcalfe Ltd.
|
|
Birkenhead, UK
|
|
100
|
%
|
SAB Wabco D & M Products Ltd.
|
|
Birkenhead, UK
|
|
100
|
%
|
SAB Wabco Investments Ltd.
|
|
Birkenhead, UK
|
|
100
|
%
|
SAB Wabco Ltd.
|
|
Birkenhead, UK
|
|
100
|
%
|
SAB Wabco Products Ltd.
|
|
Birkenhead, UK
|
|
100
|
%
|
SAB Wabco UK Ltd.
|
|
Birkenhead, UK
|
|
100
|
%
|
Saipecort, S.L
|
|
Urnieta, Guipuzcoa, Spain
|
|
100
|
%
|
Sanhe Wabtec Railway Brake Technology Co., Ltd.
|
|
Sanhe City, China
|
|
100
|
%
|
Schaefer Equipment, Inc.
|
|
Warren, Ohio
|
|
100
|
%
|
SCT Europe Ltd.
|
|
Kirkcaldy, Fife, UK
|
|
100
|
%
|
SCT Technology LLC
|
|
Wilmington, Delaware
|
|
100
|
%
|
Shanghai Faiveley Railway Technology Co. Ltd.
|
|
Shanghai, China
|
|
51
|
%
|
Shenyang CRRC Wabtec Railway Brake Technology Company, Ltd.
|
|
Shenyang, China
|
|
50
|
%
|
Shijiazhuang Jiaxiang Precision Machinery Co. Ltd.
|
|
Shijiazhuang, China
|
|
50
|
%
|
Standard Car Truck Company
|
|
Park Ridge, IL
|
|
100
|
%
|
Standard Car Truck-Asia, Inc.
|
|
Chaoyang District, Beijing
|
|
100
|
%
|
Stemmann Technik France SAS
|
|
Buchelay, France
|
|
100
|
%
|
Stemmann-Technik GmbH
|
|
Schüttorf, Germany
|
|
100
|
%
|
Stemmann Technik Nederland BV
|
|
Rijnsburg, Netherlands
|
|
100
|
%
|
Stemmann Polska SP Zoo
|
|
Katy Wroclawskie, Poland
|
|
100
|
%
|
The Vista Corporation of Virginia
|
|
Salem, Virginia
|
|
100
|
%
|
TransTech of SC, Inc
|
|
Piedmont, South Carolina
|
|
100
|
%
|
Turbonetics Holdings, Inc.
|
|
Moorpark, CA
|
|
100
|
%
|
Vapor Europe S.r.l.
|
|
Sassuolo, Modena, Italy
|
|
100
|
%
|
Vapor Rail Kapi Sistemleri Ticaret Ve Hizmetleri Limited Sirketi
|
|
Istanbul, Turkey
|
|
54
|
%
|
Vapor Ricon Europe Ltd.
|
|
Loughborough, Leicestershire, UK
|
|
100
|
%
|
Wabtec Assembly Services S. de R.L. de C.V.
|
|
San Luis Potosi, Mexico
|
|
100
|
%
|
Wabtec Australia Pty. Limited
|
|
Rydalmere, Australia
|
|
100
|
%
|
Wabtec (Beijing) Corporate Management Co. Ltd.
|
|
Beijing, Fengtai District, China
|
|
100
|
%
|
Wabtec Brasil Fabricacoa Manutencao de Equipamentos Ferroviarios Ltda
|
|
Juiz de For a, Brazil
|
|
100
|
%
|
Wabtec Corporation
|
|
Wilmerding, Pennsylvania
|
|
100
|
%
|
Wabtec Canada, Inc.
|
|
Ontario, Canada
|
|
100
|
%
|
Wabtec China Friction Holding Limited
|
|
Hong Kong, China
|
|
100
|
%
|
Wabtec China Rail Products & Services Holding Limited
|
|
Hong Kong, China
|
|
100
|
%
|
Wabtec Coöperatief UA
|
|
Amsterdam, Netherlands
|
|
100
|
%
|
Wabtec Control Systems Pty Ltd
|
|
Osborne Park, WA, Australia
|
|
100
|
%
|
Company
|
|
Jurisdiction of Incorporation
|
|
Ownership Interest
|
|
Wabtec de Mexico, S. de R.L. de C.V.
|
|
San Luis Potosi, Mexico
|
|
100
|
%
|
Wabtec Equipamentos Ferroviarios Ltda.
|
|
Sao Paulo, Brazil
|
|
100
|
%
|
Wabtec Europe GmbH
|
|
Brunn am Gebirge, Austria
|
|
100
|
%
|
Wabtec France S.A.S.
|
|
Paris, France
|
|
100
|
%
|
Wabtec FRG GmbH
|
|
Recklinghausen, Germany
|
|
100
|
%
|
Wabtec FRG Holdings GmbH & Co. KG
|
|
Recklinghausen, Germany
|
|
100
|
%
|
Wabtec Finance LLC
|
|
Wilmington, Delaware
|
|
100
|
%
|
Wabtec Golden Bridge Transportation Technology (Hangzhou) Company, Ltd.
|
|
Xinwan Town. China
|
|
100
|
%
|
Wabtec Holding Corp.
|
|
Wilmington, Delaware
|
|
100
|
%
|
Wabtec India Transportation Private Limited
|
|
Kolkata, India
|
|
100
|
%
|
Wabtec International, Inc.
|
|
Wilmington, Delaware
|
|
100
|
%
|
Wabtec Investments Limited LLC
|
|
Wilmington, Delaware
|
|
100
|
%
|
Wabtec Ireland Limited
|
|
Dublin, Ireland
|
|
100
|
%
|
Wabtec Jinxin (Wuxi) Heat Exchanger Co., Ltd.
|
|
Wuxi City, China
|
|
85
|
%
|
Wabtec Luxembourg, S.a r.l.
|
|
Luxembourg
|
|
100
|
%
|
Wabtec Manufacturing, LLC
|
|
Wilmington, Delaware
|
|
100
|
%
|
Wabtec Manufacturing Mexico S. de R.L. de C.V.
|
|
San Luis Potosí, Mexico
|
|
100
|
%
|
Wabtec MZT AD Skopje
|
|
Skopje, Macedonia
|
|
87
|
%
|
Wabtec Netherlands BV
|
|
Amsterdam, Netherlands
|
|
100
|
%
|
Wabtec Rail Limited
|
|
Doncaster, S.Yorkshire, UK
|
|
100
|
%
|
Wabtec Rail Scotland Limited
|
|
Kirkcaldy, Fife, Scotland
|
|
100
|
%
|
Wabtec Railway Electronics Corporation
|
|
Halifax, Nova Scotia, Canada
|
|
100
|
%
|
Wabtec Railway Electronics Holdings, LLC
|
|
Wilmington, Delaware
|
|
100
|
%
|
Wabtec Railway Electronics Manufacturing, Inc
|
|
Wilmington, Delaware
|
|
100
|
%
|
Wabtec Railway Electronics, Inc
|
|
Wilmington, Delaware
|
|
100
|
%
|
Wabtec Rus LLC
|
|
Moscow, Russia
|
|
100
|
%
|
Wabtec Servicios Administrativos, S.A. de C.V.
|
|
San Luis Potosi, Mexico
|
|
100
|
%
|
Wabtec South Africa Proprietary Limited
|
|
Kempton Park , South Africa
|
|
70
|
%
|
Wabtec Texmaco Rail Private Limited
|
|
Kolkata, India
|
|
60
|
%
|
Wabtec UK Holdings Limited
|
|
Staffordshire, England
|
|
100
|
%
|
Wabtec UK Investments Limited
|
|
Manchester, England
|
|
100
|
%
|
Wabtec UK Management Limited
|
|
Manchester, England
|
|
100
|
%
|
Wabtec UK Manufacturing Limited
|
|
Burton-on-Trent, UK
|
|
100
|
%
|
Wabtec-UWC Ltd
|
|
Limassol, Cyprus
|
|
51
|
%
|
Westinghouse Railway Holdings (Canada) Inc.
|
|
Toronto, Ontario, Canada
|
|
100
|
%
|
Wilmerding International Holdings C.V.
|
|
Amsterdam, Netherlands
|
|
100
|
%
|
Workhorse Rail, LLC
|
|
Pittsburgh, Pennsylvania
|
|
100
|
%
|
Xorail LLC
|
|
Wilmington, Delaware
|
|
100
|
%
|
Xorail, Inc.
|
|
Jacksonville, Florida
|
|
100
|
%
|
Young Touchstone Company
|
|
Oak Creek, Wisconsin
|
|
100
|
%
|
Zhongshan MorsSmitt Relay Ltd.
|
|
Zhongshan, China
|
|
100
|
%
|
(1)
|
Registration Statement (Form S-8 No. 333-53753) pertaining to the 1998 Employee Stock Purchase Plan of Westinghouse Air Brake Technologies Corporation,
|
(2)
|
Registration Statement (Form S-8 No. 333-39159) pertaining to the 1997 Executive Retirement Plan of Westinghouse Air Brake Technologies Corporation,
|
(3)
|
Registration Statement (Form S-8 No. 333-02979) pertaining to the 1995 Non-Employee Directors’ Fee and Stock Option Plan of Westinghouse Air Brake Technologies Corporation,
|
(4)
|
Registration Statement (Form S-8 No. 333-115014) pertaining to the 2004 Bonus Plan Agreements of Westinghouse Air Brake Technologies Corporation,
|
(5)
|
Registration Statement (Form S-8 No. 333-137985) pertaining to the 2000 Stock Incentive Plan of Westinghouse Air Brake Technologies Corporation,
|
(6)
|
Registration Statement (Form S-8 No. 333-41840) pertaining to the 2000 Stock Inventive Plan of Westinghouse Air Brake Technologies Corporation,
|
(7)
|
Registration Statement (Form S-8 No. 333-40468) pertaining to the 1995 Non-Employee Directors’ Fee and Stock Option Plan of Westinghouse Air Brake Technologies Corporation,
|
(8)
|
Registration Statement (Form S-8 No. 333-35744) pertaining to the 2000 Savings Plan of Westinghouse Air Brake Technologies Corporation,
|
(9)
|
Registration Statement (Form S-8 No. 333-89086) pertaining to the 2002 Employee Stock Ownership Plan of Westinghouse Air Brake Technologies Corporation, and
|
(10)
|
Registration Statement (Form S-8 No. 333-179857) pertaining to the 2011 Stock Incentive Plan of Westinghouse Air Brake Technologies Corporation;
|
|
|
|
|
By:
|
/s/ Raymond T. Betler
|
Name:
|
Raymond T. Betler
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
By:
|
/
S
/ P
ATRICK
D. D
UGAN
|
Name:
|
Patrick D. Dugan
|
Title:
|
Executive Vice President Finance and Chief Financial Officer
|
By:
|
|
/s/ R
AYMOND
T. B
ETLER
|
|
|
Raymond T. Betler
President and Chief Executive Officer
|
|
|
|
Date:
|
|
February 28, 2017
|
|
|
|
By:
|
|
/s/ P
ATRICK
D. D
UGAN
|
|
|
Patrick D. Dugan
Executive Vice President Finance and Chief Financial Officer
|
|
|
|
Date:
|
|
February 28, 2017
|