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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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Emerging growth company
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¨
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Smaller reporting company
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¨
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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
|
•
|
Increased Scale and Diversification of Wabtec’s Product Portfolio
. As a result of the Transactions, Wabtec expects the combined business to be one of the world’s largest providers of technology-enabled equipment, systems and services for the locomotive, freight and passenger rail industries with approximately $8.0 billion in revenue and 25,000 employees in 52 countries.
|
•
|
Complementary Digital Technologies
. GE Transportation will contribute a comprehensive digital portfolio and leading engineering and technical intellectual property to Wabtec, providing electronics and digital technologies that position the combined company to meet growing demand for train intelligence and network optimization.
|
•
|
Enhanced Aftermarket and Services Opportunities
. The combined entity will have an installed base of more than 23,000 locomotives and content on virtually all North American locomotives and freight cars, which enables significant opportunities in the high-margin aftermarket parts and services business and mitigates the combined company’s exposure to cycles.
|
•
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Significant Operating Synergies
. The consummation of the transactions is expected to generate $250 million annual run-rate operating synergies, driven by cost and revenue opportunities, within four years after closing.
|
•
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Improved Financial Profile
. The consummation of the transactions will enhance Wabtec’s margins and revenue growth opportunities with strong free cash flow generation to enable strategic deleveraging through debt reduction and earnings growth.
|
•
|
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 our North American freight business.
|
•
|
Broadened product line.
Faiveley Transport provides many products that we did not previously offer, including braking and door systems for high-speed trains and air conditioning systems.
|
•
|
Expanded international presence in the transit market.
A majority of Faiveley Transport’s revenues come from transit markets outside the U.S., where we previously did not have a strong presence.
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•
|
Increased technical and engineering expertise.
Faiveley Transport strengthens Wabtec's technical capabilities and product development efforts.
|
•
|
Positive Train Control equipment and electronically controlled pneumatic braking products
|
•
|
Railway electronics, including event recorders, monitoring equipment and end of train devices
|
•
|
Signal design and engineering services
|
•
|
Freight car trucks and couplers
|
•
|
Draft gears, couplers and slack adjusters
|
•
|
Air compressors and dryers
|
•
|
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
|
•
|
New commuter and switcher locomotives
|
•
|
Transit car and locomotive overhaul and refurbishment
|
•
|
Heating, ventilation and air conditioning equipment
|
•
|
Doors for buses and subway cars
|
•
|
Platform screen doors
|
•
|
Pantographs
|
•
|
Window assemblies
|
•
|
Couplers
|
•
|
Accessibility lifts and ramps for buses and subway cars
|
•
|
Traction motors
|
•
|
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 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.
|
•
|
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, about
58%
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 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
3,333
active patents worldwide. During the last three years, we have filed for approximately
443
patents worldwide in support of our new and evolving product lines.
|
•
|
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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Experienced management team and the Wabtec Excellence Program (WEP)
Wabtec’s lean manufacturing and continuous improvement initiatives, known as the Wabtec Excellence Program, 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. We believe that, over time, the application of WEP initiatives has resulted in a reduced cost structure and standardized excellence in all processes. We believe that using WEP as our operational foundation will foster state-of-the-art processes and continuous improvement, promote a constant pursuit of quality, and drive practical innovations and best-in-class, modern manufacturing.
|
•
|
Product innovation and new technologies
. We continue to emphasize innovation and development funding to create new products and capabilities, such as vehicle monitoring and data analytics. WabtecONE is a multi-year initiative to build on our existing expertise and technologies in electronics. In addition, we invest in developing enhancements and new features to existing products, such as brake discs and heat exchangers. We are focusing on technological advances, especially in the areas of electronics, braking products and other on-board equipment, as a means to deliver new product growth. We seek to provide customers with incremental technological advances that offer immediate benefits with cost-effective investments.
|
•
|
Global and market expansion
. We believe that international markets represent a significant opportunity for future growth. In
2018
, sales to non-U.S. customers were approximately
$2.9 billion
. We intend to increase international sales through direct sales of existing products to current and new customers, by developing specific new products for application in new geographic markets, by making strategic acquisitions, and through joint ventures with railway suppliers which have a strong presence in their local markets. In transit, we are focused on mature markets such as Europe and emerging markets such as India. In freight, we are targeting markets that operate significant fleets of U.S.-
|
•
|
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
2018
, Wabtec’s aftermarket sales and services represented approximately
57%
of the Company’s total sales across both of our business segments. As a long time supplier of original equipment, we have an extensive installed base of equipment in the field, which generates recurring aftermarket sales. Wabtec provides aftermarket parts and services for its components, and we seek to expand this business with customers who currently perform the work in-house. In this way, we expect to benefit as transit authorities and railroads outsource certain maintenance and overhaul functions.
|
•
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Acquisitions, joint ventures and alliances
. We continue to invest in acquisitions, joint ventures and alliances using a disciplined, selective approach and rigorous financial criteria. These transactions are expected to meet our financial criteria and contribute to 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 freight rail industry.
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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
|
|
12/31/2018
|
|
2019
|
|
Years
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|
12/31/2017
|
|
2018
|
|
Years
|
||||||||||||
Freight Segment
|
|
$
|
664,657
|
|
|
$
|
503,528
|
|
|
$
|
161,129
|
|
|
$
|
549,188
|
|
|
$
|
423,805
|
|
|
$
|
125,383
|
|
Transit Segment
|
|
3,816,925
|
|
|
1,954,573
|
|
|
1,862,352
|
|
|
4,050,460
|
|
|
1,891,079
|
|
|
2,159,381
|
|
||||||
Total
|
|
$
|
4,481,582
|
|
|
$
|
2,458,101
|
|
|
$
|
2,023,481
|
|
|
$
|
4,599,648
|
|
|
$
|
2,314,884
|
|
|
$
|
2,284,764
|
|
Item 1A.
|
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
|
•
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unanticipated changes in the market conditions, business and economic factors affecting such an acquisition, joint venture or alliance.
|
•
|
lack of complete operating control;
|
•
|
lack of local business experience;
|
•
|
currency exchange fluctuations and devaluations;
|
•
|
restrictions on currency conversion or the transfer of funds or limitations on our ability to repatriate income or capital;
|
•
|
the complexities of operating within multiple tax jurisdictions;
|
•
|
foreign trade restrictions and exchange controls;
|
•
|
adverse impacts of international trade policies, such as import quotas, capital controls or tariffs;
|
•
|
difficulty enforcing agreements and intellectual property rights;
|
•
|
the challenges of complying with complex and changing laws, regulations, and policies of foreign governments;
|
•
|
the difficulties involved in staffing and managing widespread operations;
|
•
|
the potential for nationalization of enterprises;
|
•
|
economic, political and social instability; and
|
•
|
possible terrorist attacks, conflicts and wars, including those 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;
|
•
|
integration of different information systems;
|
•
|
unanticipated costs and exposure to unforeseen liabilities; and
|
•
|
impairment of assets.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
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
|
|
123,000
|
|
|
|
|
Greensburg, PA
|
|
Manufacturing
|
|
Freight
|
|
Own
|
|
113,000
|
|
|
|
|
Warren, OH
|
|
Manufacturing
|
|
Freight
|
|
Own
|
|
103,000
|
|
|
|
|
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
|
|
154,000
|
|
|
|
|
Brenham, TX
|
|
Manufacturing/Office
|
|
Transit
|
|
Own
|
|
145,000
|
|
|
|
|
Spartanburg, SC
|
|
Manufacturing/Service
|
|
Transit
|
|
Lease
|
|
184,000
|
|
|
|
|
Buffalo Grove, IL
|
|
Manufacturing
|
|
Transit
|
|
Lease
|
|
116,000
|
|
|
|
|
International
|
|
|
|
|
|
|
|
|
|
|
||
Sao Paulo, Brazil
|
|
Manufacturing/Office
|
|
Freight
|
|
Own
|
|
177,000
|
|
|
|
|
Wallaceburg (Ontario), Canada
|
|
Manufacturing
|
|
Freight
|
|
Own
|
|
126,000
|
|
|
|
|
Northampton, UK
|
|
Manufacturing
|
|
Freight
|
|
Lease
|
|
300,000
|
|
|
|
|
Shenyang City, Liaoning Province, China
|
|
Manufacturing
|
|
Freight
|
|
Lease
|
|
291,000
|
|
|
|
|
Lincolnshire, UK
|
|
Manufacturing/Office
|
|
Freight
|
|
Lease
|
|
149,000
|
|
|
|
|
London (Ontario), Canada
|
|
Manufacturing
|
|
Freight
|
|
Lease
|
|
104,000
|
|
|
|
|
Doncaster, UK
|
|
Manufacturing/Service
|
|
Freight/Transit
|
|
Own
|
|
330,000
|
|
|
|
|
Kilmarnock, UK
|
|
Manufacturing
|
|
Freight/Transit
|
|
Own
|
|
108,000
|
|
|
|
|
Loughborough, UK
|
|
Manufacturing
|
|
Freight/Transit
|
|
Lease
|
|
245,000
|
|
|
|
|
Kempton Park, South Africa
|
|
Manufacturing
|
|
Freight/Transit
|
|
Lease
|
|
156,000
|
|
|
|
|
Piossasco, Italy
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
301,000
|
|
|
|
|
Monte Alto, Brazil
|
|
Manufacturing/Office
|
|
Transit
|
|
Own
|
|
244,000
|
|
|
|
|
Tamil Nadu, India
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
220,000
|
|
|
|
|
Schkeuditz, Germany
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
219,000
|
|
|
|
|
Schuttorf, Germany
|
|
Manufacturing/Office
|
|
Transit
|
|
Own
|
|
189,000
|
|
|
|
|
Amiens, France
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
142,000
|
|
|
|
|
Chard, UK
|
|
Manufacturing/Office
|
|
Transit
|
|
Own
|
|
142,000
|
|
|
|
|
St Pierre Des Corps, France
|
|
Manufacturing
|
|
Transit
|
|
Own
|
|
133,000
|
|
|
|
|
Avellino, Italy
|
|
Manufacturing/Office
|
|
Transit
|
|
Own
|
|
132,000
|
|
|
|
Location
|
|
Primary Use
|
|
Segment
|
|
Own/Lease
|
|
Approximate
Square Feet
|
||||
Burton on Trent, UK
|
|
Manufacturing/Office
|
|
Transit
|
|
Lease
|
|
253,000
|
|
|
|
|
Blovice, Czech Republic
|
|
Manufacturing
|
|
Transit
|
|
Lease
|
|
235,000
|
|
|
|
|
Nyrany, Czech Republic
|
|
Manufacturing/Office
|
|
Transit
|
|
Lease
|
|
223,000
|
|
|
|
|
Witten, Germany
|
|
Manufacturing
|
|
Transit
|
|
Lease
|
|
209,000
|
|
|
|
|
Verviers, Belgium
|
|
Manufacturing/Office
|
|
Transit
|
|
Lease
|
|
137,000
|
|
|
|
|
Camisano, Italy
|
|
Manufacturing/Office
|
|
Transit
|
|
Lease
|
|
136,000
|
|
|
|
|
San Luis Potosi, Mexico
|
|
Manufacturing/Office
|
|
Transit
|
|
Lease
|
|
113,000
|
|
|
|
|
Birkenhead, UK
|
|
Overhaul/Manufacturing
|
|
Transit
|
|
Lease
|
|
109,000
|
|
|
|
|
Shanghai, China
|
|
Manufacturing
|
|
Transit
|
|
Lease
|
|
104,000
|
|
|
|
(1)
|
Approximately 250,000 square feet are currently used in connection with the Company’s corporate and manufacturing operations. The remainder is leased to a third party.
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Officers
|
|
Age
|
|
Position
|
Albert J. Neupaver
|
|
68
|
|
Executive Chairman of the Board
|
Raymond T. Betler
|
|
63
|
|
President and Chief Executive Officer
|
Rafael Santana
|
|
47
|
|
Executive Vice President, President and Chief Executive Officer, Freight Segment
|
David L. DeNinno
|
|
63
|
|
Executive Vice President, General Counsel and Secretary
|
Patrick D. Dugan
|
|
52
|
|
Executive Vice President Finance, and Chief Financial Officer
|
Scott E. Wahlstrom
|
|
55
|
|
Executive Vice President, Human Resources
|
Dominique Malefant
|
|
57
|
|
Senior Vice President and Global Technology Officer
|
John A. Mastalerz
|
|
52
|
|
Senior Vice President of Finance, Corporate Controller and Principal Accounting Officer
|
Greg Sbrocco
|
|
50
|
|
Senior Vice President, Wabtec Excellence Program
|
Timothy R. Wesley
|
|
57
|
|
Vice President, Investor Relations and Corporate Communications
|
Item 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Month
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Programs (1)
|
|
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Programs (1)
|
||||||
October 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
137,824,347
|
|
|
November 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
137,824,347
|
|
December 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
137,824,347
|
|
Total quarter ended December 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
137,824,347
|
|
(1)
|
On February 9, 2016, the Board of Directors amended its stock repurchase authorization to $350 million of the Company’s outstanding shares. During 2018, the Company did not repurchase any shares, leaving $137.8 million remaining under the authorization. The Company intends to purchase shares on the open market or in negotiated block trades from time to time depending on market conditions. No time limit was set for the completion of the programs which conforms to the requirements under the 2016 and 2018 Refinancing Credit Agreements, as well as the senior notes currently outstanding.
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
||||||||||||||||||
In thousands, except per share amounts
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
4,363,547
|
|
|
$
|
3,881,756
|
|
|
$
|
2,931,188
|
|
|
$
|
3,307,998
|
|
|
$
|
3,044,454
|
|
Gross profit
|
|
1,233,885
|
|
|
1,065,313
|
|
|
924,239
|
|
|
1,047,816
|
|
|
935,982
|
|
|||||
Operating expenses
|
|
(760,448
|
)
|
|
(644,234
|
)
|
|
(467,632
|
)
|
|
(438,962
|
)
|
|
(406,198
|
)
|
|||||
Income from operations
|
|
$
|
473,437
|
|
|
$
|
421,079
|
|
|
$
|
456,607
|
|
|
$
|
608,854
|
|
|
$
|
529,784
|
|
Interest expense, net
|
|
$
|
(112,235
|
)
|
|
$
|
(77,884
|
)
|
|
$
|
(50,298
|
)
|
|
$
|
(27,254
|
)
|
|
$
|
(29,074
|
)
|
Other income, net
|
|
6,380
|
|
|
8,868
|
|
|
6,528
|
|
|
3,768
|
|
|
7,145
|
|
|||||
Net income attributable to Wabtec shareholders
|
|
$
|
294,944
|
|
|
$
|
262,261
|
|
|
$
|
304,887
|
|
|
$
|
398,628
|
|
|
$
|
351,680
|
|
Diluted Earnings per Common Share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Wabtec shareholders
|
|
$
|
3.05
|
|
|
$
|
2.72
|
|
|
$
|
3.34
|
|
|
$
|
4.10
|
|
|
$
|
3.62
|
|
Cash dividends declared per share
|
|
$
|
0.48
|
|
|
$
|
0.44
|
|
|
$
|
0.36
|
|
|
$
|
0.28
|
|
|
$
|
0.20
|
|
Fully diluted shares outstanding
|
|
96,464
|
|
|
96,125
|
|
|
91,141
|
|
|
97,006
|
|
|
96,885
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
8,649,234
|
|
|
$
|
6,579,980
|
|
|
$
|
6,581,018
|
|
|
$
|
3,229,513
|
|
|
$
|
3,303,841
|
|
Cash, cash equivalents, and restricted cash
|
|
2,342,354
|
|
|
233,401
|
|
|
398,484
|
|
|
226,191
|
|
|
425,849
|
|
|||||
Total debt
|
|
3,856,873
|
|
|
1,870,528
|
|
|
1,892,776
|
|
|
692,238
|
|
|
521,195
|
|
|||||
Total equity
|
|
2,869,075
|
|
|
2,828,532
|
|
|
2,976,825
|
|
|
1,701,339
|
|
|
1,808,298
|
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
On November 30, 2016, the Company acquired majority ownership of Faiveley Transport, after completing the purchase of the Faiveley family’s ownership interest under the terms of the Share Purchase Agreement, which directed the Company to pay
€100
per share of Faiveley Transport, payable between
25%
and
45%
in cash at the election of those shareholders and the remainder payable in Wabtec stock. The Faiveley family’s ownership interest acquired by the Company represented approximately
51%
of outstanding share capital and approximately
49%
of the outstanding voting shares of Faiveley Transport. Upon completion of the share purchase under the Share Purchase Agreement, Wabtec commenced a tender offer for the remaining publicly traded Faiveley Transport shares. The public shareholders had the option to elect to receive
€100
per share in cash or
1.1538
shares of Wabtec common stock per share of Faiveley Transport. The common stock portion of the consideration was subject to a cap on issuance of Wabtec common shares that was equivalent to the rates of cash and stock elected by the
51%
owners.
|
•
|
On February 3, 2017, the initial cash tender offer was closed, which resulted in the Company acquiring approximately
27%
of additional outstanding share capital and voting rights of Faiveley Transport for approximately
$411.8 million
in cash and
$25.2 million
in Wabtec stock. After the initial cash tender offer, the Company owned approximately
78%
of outstanding share capital and
76%
of voting rights.
|
•
|
On March 6, 2017, the final cash tender offer was closed, which resulted in the Company acquiring approximately
21%
of additional outstanding share capital and
22%
of additional outstanding voting rights of Faiveley Transport for approximately
$303.2 million
in cash and
$0.3 million
in Wabtec stock. After the final cash tender offer, the Company owned approximately
99%
of the share capital and
98%
of the voting rights of Faiveley Transport.
|
•
|
On March 21, 2017, a mandatory squeeze-out procedure was finalized, which resulted in the Company acquiring the Faiveley Transport shares not tendered in the offers for approximately
$17.5 million
in cash. This resulted in the Company owning
100%
of the share capital and voting rights of Faiveley Transport.
|
|
|
For the year ended December 31,
|
||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
$
|
4,363,547
|
|
|
$
|
3,881,756
|
|
|
$
|
2,931,188
|
|
Cost of sales
|
|
(3,129,662
|
)
|
|
(2,816,443
|
)
|
|
(2,006,949
|
)
|
|||
Gross profit
|
|
1,233,885
|
|
|
1,065,313
|
|
|
924,239
|
|
|||
Selling, general and administrative expenses
|
|
(633,244
|
)
|
|
(512,552
|
)
|
|
(373,559
|
)
|
|||
Engineering expenses
|
|
(87,450
|
)
|
|
(95,166
|
)
|
|
(71,375
|
)
|
|||
Amortization expense
|
|
(39,754
|
)
|
|
(36,516
|
)
|
|
(22,698
|
)
|
|||
Total operating expenses
|
|
(760,448
|
)
|
|
(644,234
|
)
|
|
(467,632
|
)
|
|||
Income from operations
|
|
473,437
|
|
|
421,079
|
|
|
456,607
|
|
|||
Interest expense, net
|
|
(112,235
|
)
|
|
(77,884
|
)
|
|
(50,298
|
)
|
|||
Other income, net
|
|
6,380
|
|
|
8,868
|
|
|
6,528
|
|
|||
Income from operations before income taxes
|
|
367,582
|
|
|
352,063
|
|
|
412,837
|
|
|||
Income tax expense
|
|
(75,879
|
)
|
|
(89,773
|
)
|
|
(99,433
|
)
|
|||
Net income
|
|
291,703
|
|
|
262,290
|
|
|
313,404
|
|
|||
Net loss (income) attributable to noncontrolling interest
|
|
3,241
|
|
|
(29
|
)
|
|
(8,517
|
)
|
|||
Net income attributable to Wabtec shareholders
|
|
$
|
294,944
|
|
|
$
|
262,261
|
|
|
$
|
304,887
|
|
|
|
For the year ended December 31,
|
|||||||||
|
|
|
|
|
|
Percent
|
|||||
In thousands
|
|
2018
|
|
2017
|
|
Change
|
|||||
Freight Segment
|
|
$
|
1,564,297
|
|
|
$
|
1,396,588
|
|
|
12.0
|
%
|
Transit Segment
|
|
2,799,250
|
|
|
2,485,168
|
|
|
12.6
|
%
|
||
Net sales
|
|
4,363,547
|
|
|
3,881,756
|
|
|
12.4
|
%
|
||
Income from operations
|
|
473,437
|
|
|
421,079
|
|
|
12.4
|
%
|
||
Net income attributable to Wabtec shareholders
|
|
$
|
300,344
|
|
|
$
|
262,261
|
|
|
14.5
|
%
|
|
|
Freight
|
|
Transit
|
|
|
||||||
In thousands
|
|
Segment
|
|
Segment
|
|
Total
|
||||||
2017 Net Sales
|
|
$
|
1,396,588
|
|
|
$
|
2,485,168
|
|
|
$
|
3,881,756
|
|
Acquisitions
|
|
50,876
|
|
|
83,829
|
|
|
134,705
|
|
|||
Change in Sales by Product Line:
|
|
|
|
|
|
|
||||||
Specialty Products & Electronics
|
|
85,098
|
|
|
73,797
|
|
|
158,895
|
|
|||
Brake Products
|
|
21,561
|
|
|
104,642
|
|
|
126,203
|
|
|||
Remanufacturing, Overhaul & Build
|
|
(21,862
|
)
|
|
15,356
|
|
|
(6,506
|
)
|
|||
Transit Products
|
|
—
|
|
|
(30,037
|
)
|
|
(30,037
|
)
|
|||
Other
|
|
33,174
|
|
|
3,044
|
|
|
36,218
|
|
|||
Foreign exchange
|
|
(1,138
|
)
|
|
63,451
|
|
|
62,313
|
|
|||
2018 Net Sales
|
|
$
|
1,564,297
|
|
|
$
|
2,799,250
|
|
|
$
|
4,363,547
|
|
|
For the year ended December 31, 2018
|
|||||||||||||||||||
In thousands
|
Freight
|
|
Percentage of
Sales |
|
Transit
|
|
Percentage of
Sales |
|
Total
|
|
Percentage of
Sales |
|||||||||
Material
|
$
|
544,580
|
|
|
34.8
|
%
|
|
$
|
1,154,663
|
|
|
41.2
|
%
|
|
$
|
1,699,243
|
|
|
38.9
|
%
|
Labor
|
227,006
|
|
|
14.5
|
%
|
|
484,581
|
|
|
17.3
|
%
|
|
711,587
|
|
|
16.3
|
%
|
|||
Overhead
|
271,351
|
|
|
17.3
|
%
|
|
382,539
|
|
|
13.7
|
%
|
|
653,890
|
|
|
15.0
|
%
|
|||
Other/Warranty
|
9,980
|
|
|
0.6
|
%
|
|
54,962
|
|
|
2.0
|
%
|
|
64,942
|
|
|
1.5
|
%
|
|||
Total cost of sales
|
$
|
1,052,917
|
|
|
67.2
|
%
|
|
$
|
2,076,745
|
|
|
74.2
|
%
|
|
$
|
3,129,662
|
|
|
71.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
For the year ended December 31, 2017
|
|||||||||||||||||||
In thousands
|
Freight
|
|
Percentage of
Sales |
|
Transit
|
|
Percentage of
Sales |
|
Total
|
|
Percentage of
Sales |
|||||||||
Material
|
$
|
526,727
|
|
|
37.7
|
%
|
|
$
|
1,123,571
|
|
|
45.2
|
%
|
|
$
|
1,650,298
|
|
|
42.5
|
%
|
Labor
|
186,863
|
|
|
13.4
|
%
|
|
339,110
|
|
|
13.6
|
%
|
|
525,973
|
|
|
13.5
|
%
|
|||
Overhead
|
233,786
|
|
|
16.7
|
%
|
|
341,389
|
|
|
13.7
|
%
|
|
575,175
|
|
|
14.8
|
%
|
|||
Other/Warranty
|
7,148
|
|
|
0.5
|
%
|
|
57,849
|
|
|
2.3
|
%
|
|
64,997
|
|
|
1.7
|
%
|
|||
Total cost of sales
|
$
|
954,524
|
|
|
68.3
|
%
|
|
$
|
1,861,919
|
|
|
74.8
|
%
|
|
$
|
2,816,443
|
|
|
72.5
|
%
|
|
|
For the year ended December 31,
|
||||||||||||
|
|
|
|
Percentage of
|
|
|
|
Percentage of
|
||||||
In thousands
|
|
2018
|
|
Sales
|
|
2017
|
|
Sales
|
||||||
Selling, general and administrative expenses
|
|
$
|
633,244
|
|
|
14.5
|
%
|
|
$
|
512,552
|
|
|
13.2
|
%
|
Engineering expenses
|
|
87,450
|
|
|
2.0
|
%
|
|
95,166
|
|
|
2.5
|
%
|
||
Amortization expense
|
|
39,754
|
|
|
0.9
|
%
|
|
36,516
|
|
|
0.9
|
%
|
||
Total operating expenses
|
|
$
|
760,448
|
|
|
17.4
|
%
|
|
$
|
644,234
|
|
|
16.6
|
%
|
|
|
For the year ended December 31,
|
|||||||||
|
|
|
|
|
|
Percent
|
|||||
In thousands
|
|
2018
|
|
2017
|
|
Change
|
|||||
Freight Segment
|
|
$
|
206,549
|
|
|
$
|
177,787
|
|
|
16.2
|
%
|
Transit Segment
|
|
494,565
|
|
|
435,031
|
|
|
13.7
|
%
|
||
Corporate
|
|
59,334
|
|
|
31,416
|
|
|
88.9
|
%
|
||
Total operating expenses
|
|
$
|
760,448
|
|
|
$
|
644,234
|
|
|
18.0
|
%
|
|
|
For the year ended December 31,
|
|||||||||
|
|
|
|
|
|
Percent
|
|||||
In thousands
|
|
2017
|
|
2016
|
|
Change
|
|||||
Freight Segment
|
|
$
|
1,396,588
|
|
|
$
|
1,543,098
|
|
|
(9.5
|
)%
|
Transit Segment
|
|
2,485,168
|
|
|
1,388,090
|
|
|
79.0
|
%
|
||
Net sales
|
|
3,881,756
|
|
|
2,931,188
|
|
|
32.4
|
%
|
||
Income from operations
|
|
421,079
|
|
|
456,607
|
|
|
(7.8
|
)%
|
||
Net income attributable to Wabtec shareholders
|
|
$
|
262,261
|
|
|
304,887
|
|
|
(14.0
|
)%
|
|
|
Freight
|
|
Transit
|
|
|
||||||
In thousands
|
|
Segment
|
|
Segment
|
|
Total
|
||||||
2016 Net Sales
|
|
$
|
1,543,098
|
|
|
$
|
1,388,090
|
|
|
$
|
2,931,188
|
|
Acquisition
|
|
148,122
|
|
|
1,035,061
|
|
|
1,183,183
|
|
|||
Change in Sales by Product Line:
|
|
|
|
|
|
|
||||||
Specialty Products & Electronics
|
|
(164,532
|
)
|
|
8,502
|
|
|
(156,030
|
)
|
|||
Remanufacturing, Overhaul & Build
|
|
(79,129
|
)
|
|
10,548
|
|
|
(68,581
|
)
|
|||
Brake Products
|
|
(51,595
|
)
|
|
2,473
|
|
|
(49,122
|
)
|
|||
Transit Products
|
|
—
|
|
|
45,462
|
|
|
45,462
|
|
|||
Other
|
|
(480
|
)
|
|
1,397
|
|
|
917
|
|
|||
Foreign exchange
|
|
1,104
|
|
|
(6,365
|
)
|
|
(5,261
|
)
|
|||
2017 Net Sales
|
|
$
|
1,396,588
|
|
|
$
|
2,485,168
|
|
|
$
|
3,881,756
|
|
|
For the year ended December 31, 2017
|
|||||||||||||||||||
In thousands
|
Freight
|
|
Percentage of
Sales |
|
Transit
|
|
Percentage of
Sales |
|
Total
|
|
Percentage of
Sales |
|||||||||
Material
|
$
|
526,727
|
|
|
37.7
|
%
|
|
$
|
1,123,571
|
|
|
45.2
|
%
|
|
$
|
1,650,298
|
|
|
42.5
|
%
|
Labor
|
186,863
|
|
|
13.4
|
%
|
|
339,110
|
|
|
13.6
|
%
|
|
525,973
|
|
|
13.5
|
%
|
|||
Overhead
|
233,786
|
|
|
16.7
|
%
|
|
341,389
|
|
|
13.7
|
%
|
|
575,175
|
|
|
14.8
|
%
|
|||
Other/Warranty
|
7,148
|
|
|
0.5
|
%
|
|
57,849
|
|
|
2.3
|
%
|
|
64,997
|
|
|
1.7
|
%
|
|||
Total cost of sales
|
$
|
954,524
|
|
|
68.3
|
%
|
|
$
|
1,861,919
|
|
|
74.8
|
%
|
|
$
|
2,816,443
|
|
|
72.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
For the year 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
|
%
|
|
|
For the year ended December 31,
|
||||||||||||
|
|
|
|
Percentage of
|
|
|
|
Percentage of
|
||||||
In thousands
|
|
2017
|
|
Sales
|
|
2016
|
|
Sales
|
||||||
Selling, general and administrative expenses
|
|
$
|
512,552
|
|
|
13.2
|
%
|
|
$
|
373,559
|
|
|
12.7
|
%
|
Engineering expenses
|
|
95,166
|
|
|
2.5
|
%
|
|
71,375
|
|
|
2.4
|
%
|
||
Amortization expense
|
|
36,516
|
|
|
0.9
|
%
|
|
22,698
|
|
|
0.8
|
%
|
||
Total operating expenses
|
|
$
|
644,234
|
|
|
16.6
|
%
|
|
$
|
467,632
|
|
|
15.9
|
%
|
|
|
For the year ended December 31,
|
|||||||||
|
|
|
|
|
|
Percent
|
|||||
In thousands
|
|
2017
|
|
2016
|
|
Change
|
|||||
Freight Segment
|
|
$
|
177,787
|
|
|
$
|
183,595
|
|
|
(3.2
|
)%
|
Transit Segment
|
|
435,031
|
|
|
226,497
|
|
|
92.1
|
%
|
||
Corporate
|
|
31,416
|
|
|
57,540
|
|
|
(45.4
|
)%
|
||
Total operating expenses
|
|
$
|
644,234
|
|
|
$
|
467,632
|
|
|
37.8
|
%
|
|
|
For the year ended
December 31, |
||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash provided by (used for):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
314,671
|
|
|
$
|
188,811
|
|
|
$
|
450,530
|
|
Investing activities
|
|
(147,287
|
)
|
|
(1,033,474
|
)
|
|
(232,966
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from debt
|
|
3,480,702
|
|
|
1,216,740
|
|
|
1,875,000
|
|
|||
Payments of debt
|
|
(1,453,954
|
)
|
|
(1,269,537
|
)
|
|
(1,102,748
|
)
|
|||
Stock repurchases
|
|
—
|
|
|
—
|
|
|
(212,176
|
)
|
|||
Cash dividends
|
|
(46,277
|
)
|
|
(42,218
|
)
|
|
(32,430
|
)
|
|
|
December 31,
|
||||||
In thousands
|
|
2018
|
|
2017
|
||||
Floating Senior Notes, due 2021, net of unamortized debt
issuance costs of $3,204 |
|
$
|
496,796
|
|
|
$
|
—
|
|
4.150% Senior Notes, due 2024, net of unamortized debt
issuance costs of $7,043 |
|
742,957
|
|
|
—
|
|
||
4.70% Senior Notes, due 2028, net of unamortized debt
issuance costs of $10,343 |
|
1,239,657
|
|
|
—
|
|
||
3.45% Senior Notes, due 2026, net of unamortized debt
issuance costs of $1,718 and $2,345 |
|
748,282
|
|
|
747,655
|
|
||
4.375% Senior Notes, due 2023, net of unamortized
discount and debt issuance costs of $1,177 and $1,433 |
|
248,823
|
|
|
248,567
|
|
||
Revolving Credit Facility, net of unamortized
debt issuance costs of $3,138 and $2,451 |
|
338,112
|
|
|
853,124
|
|
||
Other Borrowings
|
|
42,246
|
|
|
21,182
|
|
||
Total
|
|
3,856,873
|
|
|
1,870,528
|
|
||
Less - current portion
|
|
64,099
|
|
|
47,225
|
|
||
Long-term portion
|
|
$
|
3,792,774
|
|
|
$
|
1,823,303
|
|
•
|
Floating Rate Senior Notes due 2021
-
The Company issued
$500.0 million
of Floating Rate Senior Notes due 2021 (the "Floating Rate Notes"). The Floating Rate Notes, which are non-callable for
one year
, were issued at
100%
of face value. Interest on the Floating Rate Notes accrues at a floating rate per annum equal to three-month Libor plus 105 basis points. The interest rate for the Floating Rate Notes for the initial interest period was the three-month Libor plus 105 basis points determined on September 12, 2018 and is payable quarterly on December 15, March 15, June 15, and September 15 of each year. The Company incurred
$3.5 million
of deferred financing costs related to the issuance of the Floating Rate Notes.
|
•
|
4.150%
Senior Notes due 2024
-
The Company issued
$750.0 million
of
4.150%
Senior Notes due 2024 (the "2024 Notes"). The 2024 Notes were issued at
99.805%
of face value. Interest on the 2024 Notes accrues at a rate of
4.150%
per annum and is payable semi-annually on March 15 and September 15 of each year. The Company incurred
$7.4 million
of deferred financing costs related to the issuance of the 2024 Notes.
|
•
|
4.70% Senior Notes Due 2028
-
The Company issued
$1,250.0 million
of 4.70% Senior Notes due 2028 (the "2028 Notes" and together with the Floating Rate Notes and 2024 Notes, the "Senior Notes"). The 2028 Notes were issued at
99.889%
of face value. Interest on the 2028 Notes accrues at a rate of
4.700%
per annum and is payable semi-annually on March 15 and September 15 of each year. The Company incurred
$10.6 million
of deferred financing costs related to the issuance of the 2028 Notes.
|
|
|
|
|
Less than
|
|
1 - 3
|
|
3 - 5
|
|
More than
|
||||||||||
In thousands
|
|
Total
|
|
1 year
|
|
years
|
|
years
|
|
5 years
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase obligations (1)
|
|
$
|
149,624
|
|
|
$
|
38,777
|
|
|
$
|
46,276
|
|
|
$
|
23,176
|
|
|
$
|
41,395
|
|
Operating leases (2)
|
|
190,410
|
|
|
36,429
|
|
|
55,417
|
|
|
35,503
|
|
|
63,061
|
|
|||||
Pension benefit payments (3)
|
|
167,825
|
|
|
14,789
|
|
|
30,848
|
|
|
33,108
|
|
|
89,080
|
|
|||||
Postretirement benefit payments (4)
|
|
10,065
|
|
|
1,158
|
|
|
2,221
|
|
|
2,113
|
|
|
4,573
|
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest payments (5)
|
|
1,068,729
|
|
|
158,450
|
|
|
302,129
|
|
|
250,191
|
|
|
357,959
|
|
|||||
Long-term debt (6)
|
|
3,856,873
|
|
|
64,099
|
|
|
801,367
|
|
|
248,927
|
|
|
2,742,480
|
|
|||||
Dividends to shareholders (7)
|
|
46,375
|
|
|
46,375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Standby letters of credit (8)
|
|
354,176
|
|
|
14,566
|
|
|
121,443
|
|
|
112,879
|
|
|
105,288
|
|
|||||
Total
|
|
$
|
5,844,077
|
|
|
$
|
374,643
|
|
|
$
|
1,359,701
|
|
|
$
|
705,897
|
|
|
$
|
3,403,836
|
|
(1)
|
Purchase obligations represent non-cancelable contractual obligations at December 31,
2018
. In addition, the Company had
$441.9 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 16 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
$6.4 million
to pension plan investments in 2019. See further disclosure in Note 11 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 11 of the “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report.
|
(5)
|
Interest payments are payable March, June, September and December of each year at a rate based on contractual terms of Floating Senior Notes due 2021. Interest payments are payable May and September of each year at 4.15% of $750 million Senior Notes due 2024. Interest payments are payable March and September of each year at 4.7% of $1,250 million Senior Note due 2028. 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 Other Borrowings are based on contractual terms and the Company’s current interest rates.
|
(6)
|
Scheduled principal repayments of outstanding loan balances are disclosed in Note 10 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
$46.4 million
.
|
(8)
|
The
$354.2 million
of standby letters of credit is comprised of outstanding letters of credit for performance and bid bond purposes, which expire in various dates through 2025. 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 and GE Transportation; or
|
•
|
the development and use of new technology;
|
•
|
the actions of competitors; or
|
•
|
the outcome of negotiations with partners, suppliers, customers or others;
|
•
|
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 governments.
|
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
|
|
466,677
|
|
|
$
|
61.04
|
|
|
2,800,836
|
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
466,677
|
|
|
$
|
61.04
|
|
|
2,800,836
|
|
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
|
16
|
|
|
2.2
|
16
|
|
|
2.3
|
16
|
|
|
2.4
|
17
|
|
|
2.5
|
17
|
|
|
2.6
|
17
|
|
|
2.7**
|
24
|
|
|
2.8**
|
24
|
|
|
2.9
|
24
|
|
|
2.10
|
24
|
|
2.11
|
24
|
|
|
2.12
|
24
|
|
|
2.13**
|
27
|
|
|
2.14**
|
27
|
|
|
2.15
|
27
|
|
|
2.16**
|
27
|
|
|
3.1
|
9
|
|
|
3.2
|
11
|
|
|
3.3
|
8
|
|
|
3.4
|
1
|
|
|
3.5
|
28
|
|
|
4.1
|
12
|
|
|
4.2
|
12
|
|
|
4.3
|
12
|
|
|
4.4
|
19
|
|
|
4.5
|
19
|
|
|
4.6
|
19
|
|
|
4.7
|
20
|
|
|
4.8
|
21
|
|
|
4.9
|
22
|
|
|
4.10
|
25
|
|
|
4.11
|
25
|
|
|
4.12
|
26
|
|
|
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
|
4
|
|
|
10.5
|
4
|
|
|
10.6
|
3
|
|
|
10.7
|
10
|
|
|
10.8
|
5
|
|
|
10.9
|
6
|
|
|
10.10
|
14
|
|
|
10.11
|
21
|
|
|
10.12
|
23
|
|
|
10.12
|
7
|
|
|
10.13
|
20
|
|
|
10.14
|
20
|
|
|
10.15
|
10
|
|
|
10.16
|
10
|
|
|
10.17
|
10
|
|
|
10.18
|
10
|
|
|
10.19
|
25
|
|
|
10.20
|
1
|
|
|
21.0
|
1
|
|
|
23.1
|
1
|
|
|
23.2
|
1
|
|
|
31.1
|
1
|
|
|
31.2
|
1
|
|
|
32.1
|
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
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1
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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1
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1
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Filed herewith.
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2
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Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 33-90866).
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3
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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.
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4
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Filed as an Annex to the Company’s Schedule 14A Proxy Statement (File No. 1-13782) filed on April 13, 2006.
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5
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Filed as an Annex to the Company’s Schedule 14A Proxy Statement (File No. 1-13782) filed on March 31, 2011.
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6
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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.
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7
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Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 1-13782) dated July 2, 2009.
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8
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Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 1-13782), dated May 19, 2014.
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9
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Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 1-13782), dated February 25, 2011.
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10
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Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 1-13782), dated February 22, 2013.
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11
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Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 1-13782), dated May 15, 2013.
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12
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Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 1-13782), dated August 8, 2013.
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13
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Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 1-13782), dated February 21, 2014.
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14
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated June 24, 2016.
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15
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated July 30, 2015.
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16
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated October 6, 2015.
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17
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated October 26, 2016.
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18
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated November 1, 2016.
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19
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 1-13782), dated November 3, 2016.
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20
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Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 1-13782), dated February 28, 2017.
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21
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Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 1-13782) for the period ended March 31, 2017.
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22
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Filed as an exhibit to the Company’s Registration Statement on Form S-4 (File No. 333-219354).
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23
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Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 1-13782) for the period ended September 30, 2017.
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24
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No 1-13782), dated May 24, 2018.
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25
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Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 1-13782), dated July 31, 2018.
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26
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No 1-13782), dated September 14, 2018.
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27
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No 1-13782), dated January 31, 2019.
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28
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No 1-13782), dated February 25, 2019.
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*
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Management contract or compensatory plan.
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**
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Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Wabtec hereby undertakes to furnish supplementally, copies of any of the omitted schedules upon request by the SEC.
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December 31,
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||||||
In thousands, except shares and par value
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2018
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2017
|
||||
Assets
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Current Assets
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Cash and cash equivalents
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$
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580,908
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$
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233,401
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Restricted cash
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1,761,446
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—
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Accounts receivable
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801,193
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800,619
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Unbilled accounts receivable
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345,585
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366,168
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Inventories
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844,886
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742,634
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Other assets
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115,649
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122,291
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Total current assets
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4,449,667
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2,265,113
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Property, plant and equipment
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1,036,550
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1,026,046
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Accumulated depreciation
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(472,813
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)
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(452,074
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)
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Property, plant and equipment, net
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563,737
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573,972
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Other Assets
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Goodwill
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2,396,544
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2,460,103
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Other intangibles, net
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1,129,880
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1,204,432
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Other noncurrent assets
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109,406
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76,360
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Total other assets
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3,635,830
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3,740,895
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Total Assets
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$
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8,649,234
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$
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6,579,980
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Liabilities and Shareholders’ Equity
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Current Liabilities
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Accounts payable
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$
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589,449
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$
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552,525
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Customer deposits
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373,538
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369,716
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Accrued compensation
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173,183
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164,210
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Accrued warranty
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135,636
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137,542
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Current portion of long-term debt
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64,099
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47,225
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Other accrued liabilities
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310,785
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302,112
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Total current liabilities
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1,646,690
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1,573,330
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Long-term debt
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3,792,774
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1,823,303
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Accrued postretirement and pension benefits
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95,446
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103,734
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Deferred income taxes
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198,269
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175,902
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Accrued warranty
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18,066
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15,521
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Other long-term liabilities
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28,914
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59,658
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Total liabilities
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5,780,159
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3,751,448
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Commitment and Contingencies (Note 21)
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Equity
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Preferred stock, 1,000,000 shares authorized, no shares issued
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—
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—
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Common stock, $.01 par value; 500,000,000 and 200,000,000 shares authorized:
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132,349,534 shares issued and 96,614,946 and 96,034,352 outstanding
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at December 31, 2018 and December 31, 2017, respectively
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1,323
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1,323
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Additional paid-in capital
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914,568
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906,616
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Treasury stock, at cost, 35,734,588 and 36,315,182 shares, at
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December 31, 2018 and December 31, 2017, respectively
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(816,145
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)
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(827,379
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)
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Retained earnings
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3,021,968
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2,773,300
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Accumulated other comprehensive loss
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(256,583
|
)
|
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(44,992
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)
|
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Total Westinghouse Air Brake Technologies Corporation shareholders' equity
|
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2,865,131
|
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2,808,868
|
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Noncontrolling interest
|
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3,944
|
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19,664
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Total equity
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2,869,075
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2,828,532
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Total Liabilities and Equity
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$
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8,649,234
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$
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6,579,980
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Year Ended December 31,
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2018
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2017
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2016
|
||||||
In thousands, except per share data
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Net sales
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$
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4,363,547
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$
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3,881,756
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$
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2,931,188
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Cost of sales
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(3,129,662
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)
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(2,816,443
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)
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(2,006,949
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)
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Gross profit
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1,233,885
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1,065,313
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924,239
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Selling, general and administrative expenses
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(633,244
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)
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(512,552
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)
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(373,559
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)
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Engineering expenses
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(87,450
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)
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(95,166
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)
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(71,375
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)
|
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Amortization expense
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(39,754
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)
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(36,516
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)
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(22,698
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)
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Total operating expenses
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(760,448
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)
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(644,234
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)
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(467,632
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)
|
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Income from operations
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473,437
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421,079
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456,607
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|
|||
Other income and expenses
|
|
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||||||
Interest expense, net
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(112,235
|
)
|
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(77,884
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)
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(50,298
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)
|
|||
Other income, net
|
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6,380
|
|
|
8,868
|
|
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6,528
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|||
Income from operations before income taxes
|
|
367,582
|
|
|
352,063
|
|
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412,837
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|
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Income tax expense
|
|
(75,879
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)
|
|
(89,773
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)
|
|
(99,433
|
)
|
|||
Net income
|
|
291,703
|
|
|
262,290
|
|
|
313,404
|
|
|||
Less: Net loss (income) attributable to noncontrolling interest
|
|
3,241
|
|
|
(29
|
)
|
|
(8,517
|
)
|
|||
Net income attributable to Wabtec shareholders
|
|
$
|
294,944
|
|
|
$
|
262,261
|
|
|
$
|
304,887
|
|
Earnings Per Common Share
|
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
|
||||||
Net income attributable to Wabtec shareholders
|
|
$
|
3.06
|
|
|
$
|
2.74
|
|
|
$
|
3.37
|
|
Diluted
|
|
|
|
|
|
|
||||||
Net income attributable to Wabtec shareholders
|
|
$
|
3.05
|
|
|
$
|
2.72
|
|
|
$
|
3.34
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
95,994
|
|
|
95,453
|
|
|
90,359
|
|
|||
Diluted
|
|
96,464
|
|
|
96,125
|
|
|
91,141
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
In thousands, except per share data
|
|
|
|
|
|
|
||||||
Net income attributable to Wabtec shareholders
|
|
$
|
294,944
|
|
|
$
|
262,261
|
|
|
$
|
304,887
|
|
Foreign currency translation gain (loss)
|
|
(207,267
|
)
|
|
326,096
|
|
|
(93,684
|
)
|
|||
Unrealized gain (loss) on derivative contracts
|
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(5,307
|
)
|
|
9,799
|
|
|
305
|
|
|||
Unrealized gain (loss) on pension benefit plans and post-retirement benefit plans
|
|
(3,774
|
)
|
|
2,845
|
|
|
(12,021
|
)
|
|||
Other comprehensive gain (loss) before tax
|
|
(216,348
|
)
|
|
338,740
|
|
|
(105,400
|
)
|
|||
Income tax (expense) benefit related to components of
|
|
|
|
|
|
|
||||||
other comprehensive loss
|
|
4,757
|
|
|
(4,127
|
)
|
|
2,514
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(211,591
|
)
|
|
334,613
|
|
|
(102,886
|
)
|
|||
Comprehensive income attributable to Wabtec shareholders
|
|
$
|
83,353
|
|
|
$
|
596,874
|
|
|
$
|
202,001
|
|
|
|
December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
In thousands, except per share data
|
|
|
|
|
|
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
291,703
|
|
|
$
|
262,290
|
|
|
$
|
313,404
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
109,297
|
|
|
103,248
|
|
|
69,795
|
|
|||
Stock-based compensation expense
|
|
25,315
|
|
|
21,287
|
|
|
20,813
|
|
|||
Deferred income taxes
|
|
(5,299
|
)
|
|
(67,423
|
)
|
|
(10,228
|
)
|
|||
Loss on disposal of property, plant and equipment
|
|
898
|
|
|
1,907
|
|
|
232
|
|
|||
Changes in operating assets and liabilities, net of acquisitions
|
|
|
|
|
|
|
||||||
Accounts receivable and unbilled accounts receivable
|
|
(54,611
|
)
|
|
(68,676
|
)
|
|
19,728
|
|
|||
Inventories
|
|
(108,883
|
)
|
|
(8,955
|
)
|
|
45,340
|
|
|||
Accounts payable
|
|
48,763
|
|
|
(91,722
|
)
|
|
(18,932
|
)
|
|||
Accrued income taxes
|
|
7,880
|
|
|
47,644
|
|
|
(11,759
|
)
|
|||
Accrued liabilities and customer deposits
|
|
31,744
|
|
|
(18,891
|
)
|
|
(11,338
|
)
|
|||
Other assets and liabilities
|
|
(32,136
|
)
|
|
8,102
|
|
|
33,475
|
|
|||
Net cash provided by operating activities
|
|
314,671
|
|
|
188,811
|
|
|
450,530
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
|
(93,305
|
)
|
|
(89,466
|
)
|
|
(50,216
|
)
|
|||
Proceeds from disposal of property, plant and equipment
|
|
11,293
|
|
|
1,291
|
|
|
363
|
|
|||
Acquisitions of business, net of cash acquired
|
|
(51,153
|
)
|
|
(945,299
|
)
|
|
(183,113
|
)
|
|||
Other
|
|
(14,122
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used for investing activities
|
|
(147,287
|
)
|
|
(1,033,474
|
)
|
|
(232,966
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Proceeds from debt, net of issuance costs
|
|
3,480,702
|
|
|
1,216,740
|
|
|
1,875,000
|
|
|||
Payments of debt
|
|
(1,453,954
|
)
|
|
(1,269,537
|
)
|
|
(1,102,748
|
)
|
|||
Stock re-purchase
|
|
—
|
|
|
—
|
|
|
(212,176
|
)
|
|||
Proceeds from exercise of stock options and other benefit plans
|
|
9,962
|
|
|
4,428
|
|
|
1,983
|
|
|||
Payment of income tax withholding on share-based compensation
|
|
(12,322
|
)
|
|
(6,844
|
)
|
|
(6,658
|
)
|
|||
Cash dividends ($0.48, $0.44 and $0.36 per share for the years
|
|
|
|
|
|
|
||||||
ended December 31, 2018, 2017 and 2016)
|
|
(46,277
|
)
|
|
(42,218
|
)
|
|
(32,430
|
)
|
|||
Net cash provided by (used for) financing activities
|
|
1,978,111
|
|
|
(97,431
|
)
|
|
522,971
|
|
|||
Effect of changes in currency exchange rates
|
|
(36,542
|
)
|
|
32,263
|
|
|
(26,436
|
)
|
|||
Increase (decrease) in cash
|
|
2,108,953
|
|
|
(909,831
|
)
|
|
714,099
|
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
|
233,401
|
|
|
1,143,232
|
|
|
429,133
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
|
$
|
2,342,354
|
|
|
$
|
233,401
|
|
|
$
|
1,143,232
|
|
|
|
Common
Stock |
|
Common
Stock |
|
Additional
Paid-in |
|
Treasury
Stock |
|
Treasury
Stock |
|
Retained
|
|
Accumulated
Other |
|
Non-controlling
|
|
|
||||||||||||||||
In thousands, except share and per share data
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Shares
|
|
Amount
|
|
Earnings
|
|
Comprehensive Loss
|
|
Interest
|
|
Total
|
||||||||||||||||
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
|
|
|||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102,886
|
)
|
|
—
|
|
|
(102,886
|
)
|
|||||||
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
|
|
|||||||
Cash dividends ($0.44 dividend per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,218
|
)
|
|
—
|
|
|
—
|
|
|
(42,218
|
)
|
|||||||
Proceeds from treasury stock issued from the exercise of stock
options and other benefit plans, net of tax |
|
—
|
|
|
—
|
|
|
(7,361
|
)
|
|
608,920
|
|
|
4,945
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,416
|
)
|
|||||||
Stock based compensation
|
|
—
|
|
|
—
|
|
|
16,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,650
|
|
|||||||
Acquisition of Faiveley Transport noncontrolling interest
|
|
—
|
|
|
—
|
|
|
8,931
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(751,213
|
)
|
|
(742,282
|
)
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
262,261
|
|
|
—
|
|
|
29
|
|
|
262,290
|
|
|||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
334,613
|
|
|
—
|
|
|
334,613
|
|
|||||||
Stock issued for Faiveley Transport Acquisition
|
|
—
|
|
|
—
|
|
|
18,445
|
|
|
—
|
|
|
6,626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,071
|
|
|||||||
Balance, December 31, 2017
|
|
132,349,534
|
|
|
1,323
|
|
|
906,616
|
|
|
(36,315,182
|
)
|
|
(827,379
|
)
|
|
2,773,300
|
|
|
(44,992
|
)
|
|
19,664
|
|
|
2,828,532
|
|
|||||||
Cash dividends ($0.48 dividend per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,277
|
)
|
|
—
|
|
|
—
|
|
|
(46,277
|
)
|
|||||||
Proceeds from treasury stock issued from the exercise of stock
options and other benefit plans, net of tax |
|
—
|
|
|
—
|
|
|
(13,594
|
)
|
|
580,594
|
|
|
11,234
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,360
|
)
|
|||||||
Stock based compensation
|
|
—
|
|
|
—
|
|
|
21,546
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,546
|
|
|||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294,944
|
|
|
—
|
|
|
(3,241
|
)
|
|
291,703
|
|
|||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(211,591
|
)
|
|
—
|
|
|
(211,591
|
)
|
|||||||
Other owner changes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,479
|
)
|
|
(12,479
|
)
|
|||||||
Balance, December 31, 2018
|
|
132,349,534
|
|
|
$
|
1,323
|
|
|
$
|
914,568
|
|
|
(35,734,588
|
)
|
|
$
|
(816,145
|
)
|
|
$
|
3,021,968
|
|
|
$
|
(256,583
|
)
|
|
$
|
3,944
|
|
|
$
|
2,869,075
|
|
•
|
On November 30, 2016, the Company acquired majority ownership of Faiveley Transport, after completing the purchase of the Faiveley family’s ownership interest under the terms of the Share Purchase Agreement, which directed the Company to pay
€100
per share of Faiveley Transport, payable between
25%
and
45%
in cash at the election of those shareholders and the remainder payable in Wabtec stock. The Faiveley family’s ownership interest acquired by the Company represented approximately
51%
of outstanding share capital and approximately
49%
of the outstanding voting shares of Faiveley Transport. Upon completion of the share purchase under the Share Purchase Agreement, Wabtec commenced a tender offer for the remaining publicly traded Faiveley Transport shares. The public shareholders had the option to elect to receive
€100
per share in cash or
1.1538
shares of Wabtec common stock per share of Faiveley Transport. The common stock portion of the consideration was subject to a cap on issuance of Wabtec common shares that was equivalent to the rates of cash and stock elected by the
51%
owners.
|
•
|
On February 3, 2017, the initial cash tender offer was closed, which resulted in the Company acquiring approximately
27%
of additional outstanding share capital and voting rights of Faiveley Transport for approximately
$411.8 million
in cash and
$25.2 million
in Wabtec stock. After the initial cash tender offer, the Company owned approximately
78%
of outstanding share capital and
76%
of voting rights.
|
•
|
On March 6, 2017, the final cash tender offer was closed, which resulted in the Company acquiring approximately
21%
of additional outstanding share capital and
22%
of additional outstanding voting rights of Faiveley Transport for approximately
$303.2 million
in cash and
$0.3 million
in Wabtec stock. After the final cash tender offer, the Company owned approximately
99%
of the share capital and
98%
of the voting rights of Faiveley Transport.
|
•
|
On March 21, 2017, a mandatory squeeze-out procedure was finalized, which resulted in the Company acquiring the Faiveley Transport shares not tendered in the offers for approximately
$17.5 million
in cash. This resulted in the Company owning
100%
of the share capital and voting rights of Faiveley Transport.
|
In thousands
|
|
|
||
Assets acquired
|
|
|
||
Cash and cash equivalents
|
|
$
|
178,318
|
|
Accounts receivable
|
|
439,631
|
|
|
Inventories
|
|
205,649
|
|
|
Other current assets
|
|
70,930
|
|
|
Property, plant, and equipment
|
|
148,746
|
|
|
Goodwill
|
|
1,262,350
|
|
|
Trade names
|
|
346,328
|
|
|
Customer Relationships
|
|
233,529
|
|
|
Patents
|
|
1,201
|
|
|
Other noncurrent assets
|
|
184,564
|
|
|
Total assets acquired
|
|
3,071,246
|
|
|
Liabilities assumed
|
|
|
||
Current liabilities
|
|
819,493
|
|
|
Debt
|
|
409,899
|
|
|
Other noncurrent liabilities
|
|
335,039
|
|
|
Total liabilities assumed
|
|
1,564,431
|
|
|
Net assets acquired
|
|
$
|
1,506,815
|
|
•
|
On
December 4, 2017
, the Company acquired Melett Limited ("Melett"), a leader in the design, manufacture, and supply of high-quality turbochargers and replacement parts to the turbocharger aftermarket, for a purchase price of approximately
$71.9 million
, net of cash acquired, resulting in goodwill of
$26.7 million
, none of which will be deductible for tax purposes.
|
•
|
On
April 5, 2017
, the Company acquired Thermal Transfer Corporation ("TTC"), a leading provider of heat
|
•
|
On
March 13, 2017
, the Company acquired Aero Transportation Products ("ATP"), a manufacturer of engineered covering systems for hopper freight cars, for a purchase price of approximately
$65.3 million
, net of cash
|
|
|
Melett
|
|
TTC
|
|
ATP
|
||||||
|
|
December 4, 2017
|
|
April 5, 2017
|
|
March 13, 2017
|
||||||
In thousands
|
|
|
|
|||||||||
Current assets, net of cash acquired
|
|
$
|
34,491
|
|
|
$
|
3,744
|
|
|
$
|
11,666
|
|
Property, plant & equipment
|
|
5,917
|
|
|
5,413
|
|
|
5,354
|
|
|||
Goodwill
|
|
26,653
|
|
|
14,095
|
|
|
29,034
|
|
|||
Other intangible assets
|
|
28,590
|
|
|
12,300
|
|
|
25,000
|
|
|||
Total assets acquired
|
|
95,651
|
|
|
35,552
|
|
|
71,054
|
|
|||
Total liabilities assumed
|
|
(23,758
|
)
|
|
(3,041
|
)
|
|
(5,800
|
)
|
|||
Net assets acquired
|
|
$
|
71,893
|
|
|
$
|
32,511
|
|
|
$
|
65,254
|
|
•
|
On
March 22, 2018
, the Company acquired Annax GmbH ("Annax"), a leading supplier of public address and passenger information systems for transit vehicles, for a purchase price of approximately
$28.7 million
, net of cash acquired, resulting in preliminary goodwill of
$25.5 million
, none of which will be deductible for tax purposes.
|
•
|
On
October 2, 2017
, the Company acquired AM General Contractor ("AM General"), a manufacturer of safety systems, mainly for transit rail cars for a purchase price of approximately
$10.4 million
, net of cash acquired, resulting in goodwill of
$6.1 million
, none of which will be deductible for tax purposes.
|
|
|
Annax
|
|
AM General
|
||||
|
|
March 22, 2018
|
|
October 2, 2017
|
||||
In thousands
|
|
|
||||||
Current assets, net of cash acquired
|
|
$
|
34,036
|
|
|
$
|
6,805
|
|
Property, plant & equipment
|
|
674
|
|
|
4,140
|
|
||
Goodwill
|
|
25,471
|
|
|
6,114
|
|
||
Other intangible assets
|
|
12,828
|
|
|
19,427
|
|
||
Total assets acquired
|
|
73,009
|
|
|
36,486
|
|
||
Total liabilities assumed
|
|
(44,345
|
)
|
|
(26,070
|
)
|
||
Net assets acquired
|
|
$
|
28,664
|
|
|
$
|
10,416
|
|
|
|
For the year ended
December 31, |
||||||
In thousands
|
|
2018
|
|
2017
|
||||
Net sales
|
|
$
|
4,376,972
|
|
|
$
|
3,994,515
|
|
Gross profit
|
|
1,235,821
|
|
|
1,099,878
|
|
||
Net income attributable to Wabtec shareholders
|
|
292,207
|
|
|
273,301
|
|
||
Diluted earnings per share
|
|
|
|
|
|
|||
As Reported
|
|
$
|
3.05
|
|
|
$
|
2.72
|
|
Pro forma
|
|
$
|
3.06
|
|
|
$
|
2.84
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
In thousands
|
|
|
|
|
|
|
||||||
Interest paid during the year
|
|
$
|
81,756
|
|
|
$
|
75,317
|
|
|
$
|
30,211
|
|
Income taxes paid during the year, net of amount refunded
|
|
$
|
83,949
|
|
|
$
|
89,379
|
|
|
$
|
121,563
|
|
Business acquisitions:
|
|
|
|
|
|
|
||||||
Fair value of assets acquired
|
|
91,758
|
|
|
452,209
|
|
|
3,118,420
|
|
|||
Liabilities assumed
|
|
32,908
|
|
|
207,788
|
|
|
1,453,382
|
|
|||
Non-controlling interest (acquired) assumed
|
|
—
|
|
|
(761,786
|
)
|
|
760,343
|
|
|||
Stock and cash paid
|
|
58,850
|
|
|
1,006,207
|
|
|
904,695
|
|
|||
Less: Cash acquired
|
|
7,697
|
|
|
35,408
|
|
|
186,903
|
|
|||
Stock used for acquisition
|
|
—
|
|
|
25,500
|
|
|
534,679
|
|
|||
Net cash paid
|
|
$
|
51,153
|
|
|
$
|
945,299
|
|
|
$
|
183,113
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2018
|
|
2017
|
||||
Raw materials
|
|
$
|
465,873
|
|
|
$
|
378,481
|
|
Work-in-progress
|
|
154,485
|
|
|
167,390
|
|
||
Finished goods
|
|
224,528
|
|
|
196,763
|
|
||
Total inventories
|
|
$
|
844,886
|
|
|
$
|
742,634
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2018
|
|
2017
|
||||
Machinery and equipment
|
|
$
|
749,782
|
|
|
$
|
728,257
|
|
Buildings and improvements
|
|
248,111
|
|
|
259,561
|
|
||
Land and improvements
|
|
38,657
|
|
|
38,228
|
|
||
Property, plant and equipment
|
|
1,036,550
|
|
|
1,026,046
|
|
||
Less: accumulated depreciation
|
|
(472,813
|
)
|
|
(452,074
|
)
|
||
Total
|
|
$
|
563,737
|
|
|
$
|
573,972
|
|
|
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, 2017
|
|
$
|
718,958
|
|
|
$
|
1,741,145
|
|
|
$
|
2,460,103
|
|
Additions
|
|
6,478
|
|
|
16,790
|
|
|
23,268
|
|
|||
Foreign currency impact
|
|
(12,045
|
)
|
|
(74,782
|
)
|
|
(86,827
|
)
|
|||
Balance at December 31, 2018
|
|
$
|
713,391
|
|
|
$
|
1,683,153
|
|
|
$
|
2,396,544
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2018
|
|
2017
|
||||
Patents, non-compete and other intangibles, net of accumulated
|
|
|
|
|
||||
amortization of $42,446 and $43,021
|
|
$
|
15,328
|
|
|
$
|
17,554
|
|
Customer relationships, net of accumulated amortization
|
|
|
|
|
||||
of $158,533 and $126,824
|
|
531,761
|
|
|
583,459
|
|
||
Total
|
|
$
|
547,089
|
|
|
$
|
601,013
|
|
2019
|
$
|
38,289
|
|
2020
|
36,552
|
|
|
2021
|
35,595
|
|
|
2022
|
35,283
|
|
|
2023
|
34,945
|
|
In thousands
|
|
Contract Assets
|
||
Balance at beginning of year
|
|
$
|
366,168
|
|
Recognized in current year
|
|
426,829
|
|
|
Reclassified to accounts receivable
|
|
(432,307
|
)
|
|
Foreign currency impact
|
|
(15,105
|
)
|
|
Balance at December 31, 2018
|
|
$
|
345,585
|
|
|
|
|
||
In thousands
|
|
Contract Liabilities
|
||
Balance at beginning of year
|
|
$
|
463,704
|
|
Recognized in current year
|
|
230,159
|
|
|
Amounts in beginning balance reclassified to revenue
|
|
(199,735
|
)
|
|
Current year amounts reclassified to revenue
|
|
(30,914
|
)
|
|
Foreign currency impact
|
|
(18,409
|
)
|
|
Balance at December 31, 2018
|
|
$
|
444,805
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2018
|
|
2017
|
||||
Floating Senior Notes, due 2021, net of unamortized debt
issuance costs of $3,204 |
|
$
|
496,796
|
|
|
$
|
—
|
|
4.150% Senior Notes, due 2024, net of unamortized debt
issuance costs of $7,043 |
|
742,957
|
|
|
—
|
|
||
4.70% Senior Notes, due 2028, net of unamortized debt
issuance costs of $10,343 |
|
1,239,657
|
|
|
—
|
|
||
3.45% Senior Notes, due 2026, net of unamortized debt
issuance costs of $1,718 and $2,345 |
|
748,282
|
|
|
747,655
|
|
||
4.375% Senior Notes, due 2023, net of unamortized
discount and debt issuance costs of $1,177 and $1,433 |
|
248,823
|
|
|
248,567
|
|
||
Revolving Credit Facility, net of unamortized
debt issuance costs of $3,138 and $2,451 |
|
338,112
|
|
|
853,124
|
|
||
Other Borrowings
|
|
42,246
|
|
|
21,182
|
|
||
Total
|
|
3,856,873
|
|
|
1,870,528
|
|
||
Less - current portion
|
|
64,099
|
|
|
47,225
|
|
||
Long-term portion
|
|
$
|
3,792,774
|
|
|
$
|
1,823,303
|
|
•
|
Floating Rate Senior Notes due 2021
-
The Company issued
$500.0 million
of Floating Rate Senior Notes due 2021 (the "Floating Rate Notes"). The Floating Rate Notes, which are non-callable for
one year
, were issued at
100%
of face value. Interest on the Floating Rate Notes accrues at a floating rate per annum equal to three-month Libor plus 105 basis points. The interest rate for the Floating Rate Notes for the initial interest period was the three-month Libor plus 105 basis points determined on September 12, 2018 and is payable quarterly on December 15, March 15, June 15, and September 15 of each year. The Company incurred
$3.5 million
of deferred financing costs related to the issuance of the Floating Rate Notes.
|
•
|
4.150%
Senior Notes due 2024
-
The Company issued
$750.0 million
of
4.150%
Senior Notes due 2024 (the "2024 Notes"). The 2024 Notes were issued at
99.805%
of face value. Interest on the 2024 Notes accrues at a rate of
4.150%
per annum and is payable semi-annually on March 15 and September 15 of each year. The Company incurred
$7.4 million
of deferred financing costs related to the issuance of the 2024 Notes.
|
•
|
4.70% Senior Notes Due 2028
-
The Company issued
$1,250.0 million
of
4.70%
Senior Notes due 2028 (the "2028 Notes" and together with the Floating Rate Notes and 2024 Notes, the "Senior Notes"). The 2028 Notes were issued at
99.889%
of face value. Interest on the 2028 Notes accrues at a rate of
4.700%
per annum and is payable semi-annually on March 15 and September 15 of each year. The Company incurred
$10.6 million
of deferred financing costs related to the issuance of the 2028 Notes.
|
|
|
U.S.
|
|
International
|
||||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Obligation at beginning of year
|
|
$
|
(44,213
|
)
|
|
$
|
(45,512
|
)
|
|
$
|
(353,017
|
)
|
|
$
|
(319,551
|
)
|
Opening balance sheet adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,321
|
)
|
||||
Service cost
|
|
(349
|
)
|
|
(344
|
)
|
|
(2,611
|
)
|
|
(2,740
|
)
|
||||
Interest cost
|
|
(1,332
|
)
|
|
(1,422
|
)
|
|
(7,047
|
)
|
|
(7,310
|
)
|
||||
Employee contributions
|
|
—
|
|
|
—
|
|
|
(448
|
)
|
|
(880
|
)
|
||||
Plan settlements and amendments
|
|
—
|
|
|
—
|
|
|
15,191
|
|
|
4,153
|
|
||||
Benefits paid
|
|
3,476
|
|
|
3,079
|
|
|
13,453
|
|
|
12,906
|
|
||||
Acquisition
|
|
—
|
|
|
—
|
|
|
(864
|
)
|
|
—
|
|
||||
Actuarial gain (loss)
|
|
2,942
|
|
|
(14
|
)
|
|
6,740
|
|
|
(3,009
|
)
|
||||
Effect of currency rate changes
|
|
—
|
|
|
—
|
|
|
19,337
|
|
|
(31,265
|
)
|
||||
Obligation at end of year
|
|
$
|
(39,476
|
)
|
|
$
|
(44,213
|
)
|
|
$
|
(309,266
|
)
|
|
$
|
(353,017
|
)
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
37,432
|
|
|
$
|
35,802
|
|
|
$
|
281,602
|
|
|
$
|
241,283
|
|
Opening balance sheet adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,058
|
|
||||
Actual return on plan assets
|
|
(1,983
|
)
|
|
4,223
|
|
|
(6,938
|
)
|
|
19,102
|
|
||||
Employer contributions
|
|
—
|
|
|
486
|
|
|
10,821
|
|
|
13,479
|
|
||||
Employee contributions
|
|
—
|
|
|
—
|
|
|
448
|
|
|
880
|
|
||||
Benefits paid
|
|
(3,476
|
)
|
|
(3,079
|
)
|
|
(13,453
|
)
|
|
(12,905
|
)
|
||||
Settlements
|
|
—
|
|
|
—
|
|
|
(16,601
|
)
|
|
(4,523
|
)
|
||||
Effect of currency rate changes
|
|
—
|
|
|
—
|
|
|
(16,380
|
)
|
|
22,228
|
|
||||
Fair value of plan assets at end of year
|
|
$
|
31,973
|
|
|
$
|
37,432
|
|
|
$
|
239,499
|
|
|
$
|
281,602
|
|
Funded status
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets
|
|
$
|
31,973
|
|
|
$
|
37,432
|
|
|
$
|
239,499
|
|
|
$
|
281,602
|
|
Benefit obligations
|
|
(39,476
|
)
|
|
(44,213
|
)
|
|
(309,266
|
)
|
|
(353,017
|
)
|
||||
Funded status
|
|
$
|
(7,503
|
)
|
|
$
|
(6,781
|
)
|
|
$
|
(69,767
|
)
|
|
$
|
(71,415
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,910
|
|
|
$
|
10,577
|
|
Current liabilities
|
|
—
|
|
|
—
|
|
|
(2,062
|
)
|
|
(2,158
|
)
|
||||
Noncurrent liabilities
|
|
(7,503
|
)
|
|
(6,781
|
)
|
|
(76,615
|
)
|
|
(79,834
|
)
|
||||
Net amount recognized
|
|
$
|
(7,503
|
)
|
|
$
|
(6,781
|
)
|
|
$
|
(69,767
|
)
|
|
$
|
(71,415
|
)
|
Amounts recognized in accumulated other comprehensive income (loss) consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
|
(3
|
)
|
|
(6
|
)
|
|
(1,419
|
)
|
|
(32
|
)
|
||||
Net actuarial loss
|
|
(20,268
|
)
|
|
(20,418
|
)
|
|
(58,748
|
)
|
|
(54,043
|
)
|
||||
Net amount recognized
|
|
$
|
(20,271
|
)
|
|
$
|
(20,424
|
)
|
|
$
|
(60,167
|
)
|
|
$
|
(54,075
|
)
|
|
|
U.S.
|
|
International
|
||||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Information for pension plans with accumulated benefit obligations in
|
|
|
|
|
|
|
|
|
||||||||
excess of Plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
|
$
|
(39,476
|
)
|
|
$
|
(44,213
|
)
|
|
$
|
(251,010
|
)
|
|
$
|
(282,077
|
)
|
Accumulated benefit obligation
|
|
(38,805
|
)
|
|
(43,340
|
)
|
|
(243,613
|
)
|
|
(274,557
|
)
|
||||
Fair value of plan assets
|
|
31,973
|
|
|
37,432
|
|
|
172,333
|
|
|
200,218
|
|
||||
Information for pension plans with projected benefit obligations in
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
(39,476
|
)
|
|
$
|
(44,213
|
)
|
|
$
|
(251,010
|
)
|
|
$
|
(283,106
|
)
|
Fair value of plan assets
|
|
31,973
|
|
|
37,432
|
|
|
172,333
|
|
|
201,115
|
|
|
|
U.S.
|
|
International
|
||||||||||||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
|
$
|
349
|
|
|
$
|
344
|
|
|
$
|
337
|
|
|
$
|
2,611
|
|
|
$
|
2,740
|
|
|
$
|
1,379
|
|
Interest cost
|
|
1,332
|
|
|
1,422
|
|
|
1,475
|
|
|
7,047
|
|
|
7,310
|
|
|
5,774
|
|
||||||
Expected return on plan assets
|
|
(1,780
|
)
|
|
(1,731
|
)
|
|
(2,076
|
)
|
|
(13,458
|
)
|
|
(12,412
|
)
|
|
(9,971
|
)
|
||||||
Amortization of initial net obligation and prior service cost
|
|
3
|
|
|
3
|
|
|
3
|
|
|
22
|
|
|
27
|
|
|
61
|
|
||||||
Amortization of net loss
|
|
970
|
|
|
989
|
|
|
914
|
|
|
2,149
|
|
|
2,846
|
|
|
1,818
|
|
||||||
Settlement and curtailment losses recognized
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,112
|
|
|
768
|
|
|
218
|
|
||||||
Net periodic benefit cost
|
|
$
|
874
|
|
|
$
|
1,027
|
|
|
$
|
653
|
|
|
$
|
1,483
|
|
|
$
|
1,279
|
|
|
$
|
(721
|
)
|
In thousands
|
|
U.S.
|
|
International
|
||||
Net gain (loss) arising during the year
|
|
$
|
(820
|
)
|
|
$
|
(13,655
|
)
|
Effect of exchange rates
|
|
—
|
|
|
3,690
|
|
||
Amortization, settlement, or curtailment recognition of net transition obligation
|
|
—
|
|
|
3,112
|
|
||
Amortization or curtailment recognition of prior service cost
|
|
3
|
|
|
(1,388
|
)
|
||
Amortization or settlement recognition of net loss
|
|
970
|
|
|
2,149
|
|
||
Total recognized in other comprehensive gain
|
|
$
|
153
|
|
|
$
|
(6,092
|
)
|
Total recognized in net periodic benefit cost and other comprehensive gain
|
|
$
|
(721
|
)
|
|
$
|
(7,575
|
)
|
|
|
U.S.
|
|
International
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Discount rate
|
|
4.30
|
%
|
|
3.56
|
%
|
|
3.95
|
%
|
|
2.53
|
%
|
|
2.40
|
%
|
|
2.51
|
%
|
Expected return on plan assets
|
|
5.15
|
%
|
|
4.95
|
%
|
|
5.70
|
%
|
|
5.10
|
%
|
|
5.02
|
%
|
|
6.07
|
%
|
Rate of compensation increase
|
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
2.61
|
%
|
|
2.54
|
%
|
|
2.54
|
%
|
In thousands
|
|
U.S.
|
|
International
|
||||
Prior service cost
|
|
3
|
|
|
53
|
|
||
Net actuarial loss
|
|
826
|
|
|
2,512
|
|
||
|
|
$
|
829
|
|
|
$
|
2,565
|
|
|
|
U.S.
|
|
International
|
||||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Pension Plan Assets
|
|
|
|
|
|
|
|
|
||||||||
Equity security funds
|
|
$
|
13,162
|
|
|
$
|
18,122
|
|
|
$
|
95,058
|
|
|
$
|
100,453
|
|
Debt security funds and other
|
|
17,528
|
|
|
18,304
|
|
|
140,894
|
|
|
178,730
|
|
||||
Cash and cash equivalents
|
|
1,283
|
|
|
1,006
|
|
|
3,547
|
|
|
2,419
|
|
||||
Fair value of plan assets
|
|
$
|
31,973
|
|
|
$
|
37,432
|
|
|
$
|
239,499
|
|
|
$
|
281,602
|
|
|
|
December 31, 2018
|
||||||||||||||||||
In thousands
|
|
NAV
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
US:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity
|
|
$
|
—
|
|
|
$
|
13,162
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,162
|
|
Debt Securities and other
|
|
—
|
|
|
4,523
|
|
|
13,005
|
|
|
—
|
|
|
17,528
|
|
|||||
Cash and cash equivalents
|
|
—
|
|
|
1,283
|
|
|
—
|
|
|
—
|
|
|
1,283
|
|
|||||
International:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity
|
|
$
|
3,710
|
|
|
$
|
34,848
|
|
|
$
|
56,500
|
|
|
$
|
—
|
|
|
$
|
95,058
|
|
Debt Securities and other
|
|
—
|
|
|
—
|
|
|
125,587
|
|
|
—
|
|
|
125,587
|
|
|||||
Insurance Contracts
|
|
—
|
|
|
—
|
|
|
5,383
|
|
|
9,924
|
|
|
15,307
|
|
|||||
Cash and cash equivalents
|
|
—
|
|
|
3,547
|
|
|
—
|
|
|
—
|
|
|
3,547
|
|
|||||
Total
|
|
$
|
3,710
|
|
|
$
|
57,363
|
|
|
$
|
200,475
|
|
|
$
|
9,924
|
|
|
$
|
271,472
|
|
|
|
December 31, 2017
|
||||||||||||||||||
In thousands
|
|
NAV
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
US:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity
|
|
$
|
—
|
|
|
$
|
18,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,122
|
|
Debt Securities
|
|
—
|
|
|
4,273
|
|
|
14,031
|
|
|
—
|
|
|
18,304
|
|
|||||
Cash and cash equivalents
|
|
—
|
|
|
1,006
|
|
|
—
|
|
|
—
|
|
|
1,006
|
|
|||||
International:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity
|
|
$
|
4,586
|
|
|
$
|
38,647
|
|
|
$
|
95,641
|
|
|
$
|
—
|
|
|
$
|
138,874
|
|
Debt Securities
|
|
—
|
|
|
—
|
|
|
111,204
|
|
|
—
|
|
|
111,204
|
|
|||||
Insurance Contracts
|
|
—
|
|
|
—
|
|
|
15,893
|
|
|
13,123
|
|
|
29,016
|
|
|||||
Cash and cash equivalents
|
|
—
|
|
|
2,507
|
|
|
—
|
|
|
—
|
|
|
2,507
|
|
|||||
Total
|
|
$
|
4,586
|
|
|
$
|
64,555
|
|
|
$
|
236,769
|
|
|
$
|
13,123
|
|
|
$
|
319,033
|
|
In thousands
|
|
Total
|
||
Balance at December 31, 2016
|
|
$
|
12,996
|
|
Net purchases, issuances, and settlements
|
|
778
|
|
|
Actual return of plan assets
|
|
375
|
|
|
Opening balance sheet adjustment
|
|
(1,308
|
)
|
|
Effect of currency rate changes
|
|
282
|
|
|
Balance at December 31, 2017
|
|
$
|
13,123
|
|
Net purchases, issuances, and settlements
|
|
(3,611
|
)
|
|
Actual return of plan assets
|
|
277
|
|
|
Transfers
|
|
658
|
|
|
Effect of currency rate changes
|
|
(523
|
)
|
|
Balance at December 31, 2018
|
|
$
|
9,924
|
|
In thousands
|
|
U.S.
|
|
International
|
||||
Year ended December 31,
|
|
|
|
|
||||
2019
|
|
$
|
3,233
|
|
|
$
|
11,556
|
|
2020
|
|
3,242
|
|
|
12,017
|
|
||
2021
|
|
3,100
|
|
|
12,489
|
|
||
2022
|
|
3,095
|
|
|
13,353
|
|
||
2023
|
|
3,077
|
|
|
13,583
|
|
||
2024 through 2028
|
|
13,623
|
|
|
75,457
|
|
|
|
U.S.
|
|
International
|
||||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Obligation at beginning of year
|
|
$
|
(11,345
|
)
|
|
$
|
(11,876
|
)
|
|
$
|
(3,720
|
)
|
|
$
|
(3,425
|
)
|
Service cost
|
|
(5
|
)
|
|
(5
|
)
|
|
(31
|
)
|
|
(28
|
)
|
||||
Interest cost
|
|
(326
|
)
|
|
(350
|
)
|
|
(100
|
)
|
|
(98
|
)
|
||||
Benefits paid
|
|
786
|
|
|
970
|
|
|
201
|
|
|
199
|
|
||||
Actuarial gain (loss)
|
|
1,072
|
|
|
(84
|
)
|
|
646
|
|
|
(131
|
)
|
||||
Effect of currency rate changes
|
|
—
|
|
|
—
|
|
|
335
|
|
|
(237
|
)
|
||||
Obligation at end of year
|
|
$
|
(9,818
|
)
|
|
$
|
(11,345
|
)
|
|
$
|
(2,669
|
)
|
|
$
|
(3,720
|
)
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
|
786
|
|
|
970
|
|
|
201
|
|
|
199
|
|
||||
Benefits paid
|
|
(786
|
)
|
|
(970
|
)
|
|
(201
|
)
|
|
(199
|
)
|
||||
Fair value of plan assets at end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Benefit obligations
|
|
(9,818
|
)
|
|
(11,345
|
)
|
|
(2,669
|
)
|
|
(3,720
|
)
|
||||
Funded status
|
|
$
|
(9,818
|
)
|
|
$
|
(11,345
|
)
|
|
$
|
(2,669
|
)
|
|
$
|
(3,720
|
)
|
|
|
U.S.
|
|
International
|
||||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
|
$
|
(984
|
)
|
|
$
|
(1,046
|
)
|
|
$
|
(175
|
)
|
|
$
|
(208
|
)
|
Noncurrent liabilities
|
|
(8,834
|
)
|
|
(10,299
|
)
|
|
(2,494
|
)
|
|
(3,512
|
)
|
||||
Net amount recognized
|
|
$
|
(9,818
|
)
|
|
$
|
(11,345
|
)
|
|
$
|
(2,669
|
)
|
|
$
|
(3,720
|
)
|
Amounts recognized in accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service credit
|
|
18,097
|
|
|
19,616
|
|
|
2
|
|
|
9
|
|
||||
Net actuarial (loss) gain
|
|
(16,593
|
)
|
|
(18,882
|
)
|
|
748
|
|
|
154
|
|
||||
Net amount recognized
|
|
$
|
1,504
|
|
|
$
|
734
|
|
|
$
|
750
|
|
|
$
|
163
|
|
|
|
U.S.
|
|
International
|
||||||||||||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
31
|
|
|
$
|
28
|
|
|
$
|
29
|
|
Interest cost
|
|
326
|
|
|
350
|
|
|
389
|
|
|
100
|
|
|
98
|
|
|
99
|
|
||||||
Amortization of initial net obligation and prior service cost
|
|
(1,519
|
)
|
|
(1,519
|
)
|
|
(1,709
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Amortization of net loss (gain)
|
|
1,216
|
|
|
1,225
|
|
|
1,287
|
|
|
(8
|
)
|
|
(23
|
)
|
|
(29
|
)
|
||||||
Net periodic benefit cost (credit)
|
|
$
|
28
|
|
|
$
|
61
|
|
|
$
|
(29
|
)
|
|
$
|
116
|
|
|
$
|
96
|
|
|
$
|
92
|
|
In thousands
|
|
U.S.
|
|
International
|
||||
Net loss arising during the year
|
|
1,072
|
|
|
646
|
|
||
Effect of exchange rates
|
|
—
|
|
|
(44
|
)
|
||
Amortization or curtailment recognition of prior service cost
|
|
(1,519
|
)
|
|
(7
|
)
|
||
Amortization or settlement recognition of net loss (gain)
|
|
1,216
|
|
|
(8
|
)
|
||
Total recognized in other comprehensive income (loss)
|
|
$
|
769
|
|
|
$
|
587
|
|
Total recognized in net periodic benefit cost and other comprehensive income (loss)
|
|
$
|
741
|
|
|
$
|
471
|
|
|
|
U.S.
|
|
International
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Discount rate
|
|
4.17
|
%
|
|
3.43
|
%
|
|
3.76
|
%
|
|
3.49
|
%
|
|
3.21
|
%
|
|
3.46
|
%
|
In thousands
|
|
U.S.
|
|
International
|
||||
Prior service credit
|
|
(1,519
|
)
|
|
(2
|
)
|
||
Net actuarial loss (gain)
|
|
1,116
|
|
|
(88
|
)
|
||
Total
|
|
$
|
(403
|
)
|
|
$
|
(90
|
)
|
|
|
For the year ended
December 31, |
||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2016
|
||||||
Multi-employer pension and health & welfare plans
|
|
$
|
965
|
|
|
$
|
1,522
|
|
|
$
|
2,054
|
|
401(k) savings and other defined contribution plans
|
|
27,869
|
|
|
23,209
|
|
|
23,062
|
|
|||
Total
|
|
$
|
28,834
|
|
|
$
|
24,731
|
|
|
$
|
25,116
|
|
|
|
|
|
|
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)
|
|
2017
|
|
2016
|
|
Implemented (c)
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|
|
|
(d)
|
|
Agreements
|
|||||||||
Idaho Operating Engineers-
|
|
EIN #
|
91-6075538
|
|
Green
|
|
Green
|
|
No
|
|
$
|
965
|
|
|
(1)
|
|
$
|
1,020
|
|
|
(1
|
)
|
|
$
|
1,306
|
|
|
(1
|
)
|
|
No
|
|
8/6/2021
|
Employers Pension Trust Fund
|
|
Plan#
|
001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
Total Contributions
|
|
$
|
965
|
|
|
|
|
$
|
1,020
|
|
|
|
|
$
|
1,306
|
|
|
|
|
|
|
|
(1)
|
The Company’s contribution represents more than
5%
of the total contributions to the plan.
|
(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 2018 and 2017 is for plan years that ended in 2017 and 2016, 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
2018
.
|
(d)
|
The “Surcharge Imposed” column indicates whether the Company’s contribution rate for
2018
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
|
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
|
$
|
145,096
|
|
|
$
|
140,325
|
|
|
$
|
276,218
|
|
Foreign
|
|
222,486
|
|
|
211,738
|
|
|
136,619
|
|
|||
Income from operations before income taxes
|
|
$
|
367,582
|
|
|
$
|
352,063
|
|
|
$
|
412,837
|
|
|
|
For the year ended
December 31,
|
||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current taxes
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
6,940
|
|
|
$
|
86,157
|
|
|
$
|
72,317
|
|
State
|
|
5,771
|
|
|
3,644
|
|
|
9,953
|
|
|||
Foreign
|
|
68,467
|
|
|
67,395
|
|
|
27,391
|
|
|||
|
|
81,178
|
|
|
157,196
|
|
|
109,661
|
|
|||
Deferred taxes
|
|
|
|
|
|
|
||||||
Federal
|
|
4,689
|
|
|
(22,863
|
)
|
|
11,013
|
|
|||
State
|
|
1,263
|
|
|
(1,024
|
)
|
|
1,953
|
|
|||
Foreign
|
|
(11,251
|
)
|
|
(43,536
|
)
|
|
(23,194
|
)
|
|||
|
|
(5,299
|
)
|
|
(67,423
|
)
|
|
(10,228
|
)
|
|||
Total provision
|
|
$
|
75,879
|
|
|
$
|
89,773
|
|
|
$
|
99,433
|
|
|
|
For the year ended
December 31,
|
|||||||
In thousands
|
|
2018
|
|
2017
|
|
2016
|
|||
U.S. federal statutory rate
|
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes
|
|
1.6
|
|
|
0.4
|
|
|
2.1
|
|
Foreign
|
|
0.7
|
|
|
(8.3
|
)
|
|
(4.3
|
)
|
Research and development credit
|
|
(1.1
|
)
|
|
(0.8
|
)
|
|
(1.0
|
)
|
Manufacturing deduction
|
|
—
|
|
|
(1.1
|
)
|
|
(1.8
|
)
|
France tax rate change
|
|
—
|
|
|
(6.5
|
)
|
|
(6.5
|
)
|
U.S. tax rate change
|
|
(0.6
|
)
|
|
(7.9
|
)
|
|
—
|
|
U.S. tax reform (benefit) provision
|
|
(1.4
|
)
|
|
15.6
|
|
|
—
|
|
Transaction costs related to acquisitions
|
|
—
|
|
|
—
|
|
|
1.5
|
|
Other, net
|
|
0.4
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
Effective rate
|
|
20.6
|
%
|
|
25.5
|
%
|
|
24.1
|
%
|
|
|
December 31,
|
||||||
In thousands
|
|
2018
|
|
2017
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Accrued expenses and reserves
|
|
$
|
13,795
|
|
|
$
|
10,961
|
|
Warranty reserve
|
|
25,944
|
|
|
20,211
|
|
||
Deferred compensation/employee benefits
|
|
8,994
|
|
|
18,353
|
|
||
Pension and postretirement obligations
|
|
19,532
|
|
|
21,637
|
|
||
Inventory
|
|
16,769
|
|
|
19,620
|
|
||
Net operating loss carry forwards
|
|
85,051
|
|
|
65,671
|
|
||
Other
|
|
20,048
|
|
|
14,974
|
|
||
Gross deferred income tax assets
|
|
190,133
|
|
|
171,427
|
|
||
Valuation allowance
|
|
41,779
|
|
|
25,683
|
|
||
Total deferred income tax assets
|
|
148,354
|
|
|
145,744
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Property, plant & equipment
|
|
35,440
|
|
|
37,015
|
|
||
Intangibles
|
|
287,419
|
|
|
288,141
|
|
||
Total deferred income tax liabilities
|
|
322,859
|
|
|
325,156
|
|
||
Net deferred income tax liability
|
|
$
|
(174,505
|
)
|
|
$
|
(179,412
|
)
|
In thousands
|
|
2018
|
|
2017
|
|
2016
|
||||||
Gross liability for unrecognized tax benefits at beginning of year
|
|
$
|
6,910
|
|
|
$
|
8,423
|
|
|
$
|
10,557
|
|
Gross increases - unrecognized tax benefits in prior periods
|
|
5,389
|
|
|
2,466
|
|
|
6
|
|
|||
Gross decreases - audit settlement during year
|
|
—
|
|
|
(3,979
|
)
|
|
—
|
|
|||
Gross decreases - expiration of audit statute of limitations
|
|
(2,756
|
)
|
|
—
|
|
|
(2,140
|
)
|
|||
Gross liability for unrecognized tax benefits at end of year
|
|
$
|
9,543
|
|
|
$
|
6,910
|
|
|
$
|
8,423
|
|
|
|
For the Year Ended
December 31,
|
||||||||||
In thousands, except per share data
|
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator
|
|
|
|
|
|
|
|
|
|
|||
Numerator for basic and diluted earnings per common share - net income attributable
|
|
|
|
|
|
|
|
|
|
|||
to Wabtec shareholders
|
|
$
|
294,944
|
|
|
$
|
262,261
|
|
|
$
|
304,887
|
|
Less: dividends declared - common shares and non-vested restricted stock
|
|
(46,277
|
)
|
|
(42,218
|
)
|
|
(32,430
|
)
|
|||
Undistributed earnings
|
|
248,667
|
|
|
220,043
|
|
|
272,457
|
|
|||
Percentage allocated to common shareholders (1)
|
|
99.7
|
%
|
|
99.7
|
%
|
|
99.7
|
%
|
|||
|
|
247,921
|
|
|
219,383
|
|
|
271,640
|
|
|||
Add: dividends declared - common shares
|
|
46,173
|
|
|
42,092
|
|
|
32,333
|
|
|||
Numerator for basic and diluted earnings per common share
|
|
$
|
294,094
|
|
|
$
|
261,475
|
|
|
$
|
303,973
|
|
Denominator
|
|
|
|
|
|
|
||||||
Denominator for basic earnings per common share - weighted average shares
|
|
95,994
|
|
|
95,453
|
|
|
90,359
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Assumed conversion of dilutive stock-based compensation plans
|
|
470
|
|
|
672
|
|
|
782
|
|
|||
Denominator for diluted earnings per common share - adjusted weighted average
|
|
|
|
|
|
|
||||||
shares and assumed conversion
|
|
96,464
|
|
|
96,125
|
|
|
91,141
|
|
|||
Net income per common share attributable to Wabtec shareholders
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.06
|
|
|
$
|
2.74
|
|
|
$
|
3.37
|
|
Diluted
|
|
$
|
3.05
|
|
|
$
|
2.72
|
|
|
$
|
3.34
|
|
|
|
|
|
|
|
|
||||||
(1) Basic weighted-average common shares outstanding
|
|
95,994
|
|
|
95,453
|
|
|
90,359
|
|
|||
Basic weighted-average common shares outstanding and non-vested restricted
|
|
|
|
|
|
|
||||||
stock expected to vest
|
|
96,281
|
|
|
95,740
|
|
|
90,627
|
|
|||
Percentage allocated to common shareholders
|
|
99.7
|
%
|
|
99.7
|
%
|
|
99.7
|
%
|
|
|
Options
|
|
Weighted
Average Exercise Price |
|
Weighted Average
Remaining Contractual Life |
|
Aggregate
Intrinsic value (in thousands) |
|||||
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
|
|
Granted
|
|
65,522
|
|
|
86.91
|
|
|
|
|
—
|
|
||
Exercised
|
|
(166,838
|
)
|
|
21.37
|
|
|
|
|
(10,020
|
)
|
||
Canceled
|
|
(13,995
|
)
|
|
76.89
|
|
|
|
|
(64
|
)
|
||
Outstanding at December 31, 2017
|
|
983,512
|
|
|
$
|
32.52
|
|
|
4.0
|
|
$
|
40,137
|
|
Granted
|
|
82,580
|
|
|
77.54
|
|
|
|
|
—
|
|
||
Exercised
|
|
(582,303
|
)
|
|
28.29
|
|
|
|
|
(24,433
|
)
|
||
Canceled
|
|
(17,112
|
)
|
|
69.76
|
|
|
|
|
(8
|
)
|
||
Outstanding at December 31, 2018
|
|
466,677
|
|
|
$
|
61.04
|
|
|
5.7
|
|
$
|
4,298
|
|
Exercisable at December 31, 2018
|
|
283,169
|
|
|
$
|
50.60
|
|
|
4.6
|
|
$
|
5,564
|
|
|
|
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 $35.00
|
|
71,765
|
|
|
$
|
27.84
|
|
|
2.0
|
|
71,765
|
|
|
$
|
27.84
|
|
35.00 - 50.00
|
|
107,034
|
|
|
41.36
|
|
|
3.6
|
|
107,034
|
|
|
41.36
|
|
||
50.00 - 65.00
|
|
65,199
|
|
|
61.33
|
|
|
7.1
|
|
24,615
|
|
|
61.33
|
|
||
65.00 - 80.00
|
|
98,981
|
|
|
72.21
|
|
|
7.6
|
|
38,187
|
|
|
72.85
|
|
||
Over 80.00
|
|
123,698
|
|
|
88.25
|
|
|
7.5
|
|
41,568
|
|
|
86.90
|
|
||
|
|
466,677
|
|
|
$
|
61.04
|
|
|
|
|
283,169
|
|
|
$
|
50.60
|
|
|
|
For the year ended
December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Dividend yield
|
|
0.31
|
%
|
|
0.23
|
%
|
|
0.26
|
%
|
|||
Risk-free interest rate
|
|
2.8
|
%
|
|
2.2
|
%
|
|
1.5
|
%
|
|||
Stock price volatility
|
|
23.9
|
%
|
|
23.4
|
%
|
|
26.9
|
%
|
|||
Expected life (years)
|
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
|||
Weighted average fair value of options granted during the year
|
|
$
|
20.59
|
|
|
$
|
20.69
|
|
|
$
|
14.96
|
|
|
|
Restricted
Stock and Units |
|
Incentive
Stock Awards |
|
Weighted
Average Grant Date Fair Value |
||||
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
|
|
Granted
|
|
153,516
|
|
|
157,025
|
|
|
86.66
|
|
|
Vested
|
|
(137,088
|
)
|
|
(153,271
|
)
|
|
70.34
|
|
|
Adjustment for incentive stock awards expected to vest
|
|
—
|
|
|
(87,592
|
)
|
|
73.69
|
|
|
Canceled
|
|
(13,723
|
)
|
|
(13,579
|
)
|
|
76.61
|
|
|
Outstanding at December 31, 2017
|
|
399,000
|
|
|
327,333
|
|
|
$
|
78.76
|
|
Granted
|
|
224,060
|
|
|
175,100
|
|
|
73.76
|
|
|
Vested
|
|
(148,644
|
)
|
|
(93,312
|
)
|
|
81.55
|
|
|
Adjustment for incentive stock awards expected to vest
|
|
—
|
|
|
32,996
|
|
|
74.62
|
|
|
Canceled
|
|
(29,327
|
)
|
|
(26,875
|
)
|
|
78.60
|
|
|
Outstanding at December 31, 2018
|
|
445,089
|
|
|
415,242
|
|
|
$
|
75.51
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2018
|
|
2017
|
||||
Foreign currency translation gain (loss)
|
|
$
|
(202,204
|
)
|
|
$
|
5,063
|
|
Unrealized gain (loss) on interest rate swap contracts, net of tax of $16 and $1,338
|
|
(53
|
)
|
|
4,015
|
|
||
Unrealized loss on pension and post-retirement benefit plans, net of tax of $23,049 and $19,532
|
|
(54,326
|
)
|
|
(54,070
|
)
|
||
Total accumulated other comprehensive loss
|
|
$
|
(256,583
|
)
|
|
$
|
(44,992
|
)
|
|
|
Foreign
currency |
|
Derivative
|
|
Pension and
post retirement |
|
|
||||||||
In thousands
|
|
translation
|
|
contracts
|
|
benefits plans
|
|
Total
|
||||||||
Balance at December 31, 2017
|
|
$
|
5,063
|
|
|
$
|
4,015
|
|
|
$
|
(54,070
|
)
|
|
$
|
(44,992
|
)
|
Other comprehensive income before reclassifications
|
|
(207,267
|
)
|
|
(7,803
|
)
|
|
(2,319
|
)
|
|
(217,389
|
)
|
||||
Amounts reclassified from accumulated other
|
|
|
|
|
|
|
|
|
||||||||
comprehensive income
|
|
—
|
|
|
3,735
|
|
|
2,063
|
|
|
5,798
|
|
||||
Net current period other comprehensive income
|
|
(207,267
|
)
|
|
(4,068
|
)
|
|
(256
|
)
|
|
(211,591
|
)
|
||||
Balance at December 31, 2018
|
|
$
|
(202,204
|
)
|
|
$
|
(53
|
)
|
|
$
|
(54,326
|
)
|
|
$
|
(256,583
|
)
|
|
|
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
|
|
$
|
(1,501
|
)
|
|
Other income, net
|
Amortization of net loss (gain)
|
|
4,327
|
|
|
Other income, net
|
|
|
|
2,826
|
|
|
Other income, net
|
|
|
|
(763
|
)
|
|
Income tax expense
|
|
|
|
$
|
2,063
|
|
|
Net income
|
Derivative contracts
|
|
|
|
|
||
Realized loss on derivative contracts
|
|
4,915
|
|
|
Interest expense, net
|
|
|
|
(1,180
|
)
|
|
Income tax expense
|
|
|
|
$
|
3,735
|
|
|
Net income
|
|
|
Foreign
currency |
|
Derivative
|
|
Pension and
post retirement |
|
|
||||||||
In thousands
|
|
translation
|
|
contracts
|
|
benefits plans
|
|
Total
|
||||||||
Balance at December 31, 2016
|
|
$
|
(321,033
|
)
|
|
$
|
(2,957
|
)
|
|
$
|
(55,615
|
)
|
|
$
|
(379,605
|
)
|
Other comprehensive income before reclassifications
|
|
326,096
|
|
|
6,712
|
|
|
(1,017
|
)
|
|
331,791
|
|
||||
Amounts reclassified from accumulated other
|
|
|
|
|
|
|
|
|
||||||||
comprehensive income
|
|
—
|
|
|
260
|
|
|
2,562
|
|
|
2,822
|
|
||||
Net current period other comprehensive income
|
|
326,096
|
|
|
6,972
|
|
|
1,545
|
|
|
334,613
|
|
||||
Balance at December 31, 2017
|
|
$
|
5,063
|
|
|
$
|
4,015
|
|
|
$
|
(54,070
|
)
|
|
$
|
(44,992
|
)
|
|
|
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
|
|
$
|
(1,496
|
)
|
|
Other income, net
|
Amortization of net loss (gain)
|
|
5,037
|
|
|
Other income, net
|
|
|
|
3,541
|
|
|
Other income, net
|
|
|
|
(979
|
)
|
|
Income tax expense
|
|
|
|
$
|
2,562
|
|
|
Net income
|
Derivative contracts
|
|
|
|
|
||
Realized loss on derivative contracts
|
|
400
|
|
|
Interest expense, net
|
|
|
|
(140
|
)
|
|
Income tax expense
|
|
|
|
$
|
260
|
|
|
Net income
|
|
|
Real
|
|
|
|
|
||||||
In thousands
|
|
Estate
|
|
Equipment
|
|
Total
|
||||||
2019
|
|
$
|
31,428
|
|
|
$
|
5,001
|
|
|
$
|
36,429
|
|
2020
|
|
28,132
|
|
|
2,636
|
|
|
30,768
|
|
|||
2021
|
|
22,897
|
|
|
1,752
|
|
|
24,649
|
|
|||
2022
|
|
18,020
|
|
|
825
|
|
|
18,845
|
|
|||
2023
|
|
16,267
|
|
|
391
|
|
|
16,658
|
|
|||
2024 and after
|
|
63,061
|
|
|
—
|
|
|
63,061
|
|
In thousands
|
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
|
$
|
153,063
|
|
|
$
|
138,992
|
|
Warranty expense
|
|
57,988
|
|
|
50,385
|
|
||
Acquisitions
|
|
3,135
|
|
|
806
|
|
||
Warranty claim payments
|
|
(54,111
|
)
|
|
(48,548
|
)
|
||
Foreign currency impact
|
|
(6,373
|
)
|
|
11,428
|
|
||
Balance at end of year
|
|
$
|
153,702
|
|
|
$
|
153,063
|
|
In millions
|
|
Designated
|
|
Non-Designated
|
|
Total
|
||||||
Gross notional amount
|
|
$
|
863.0
|
|
|
$
|
834.0
|
|
|
$
|
1,697.0
|
|
|
|
|
|
|
|
|
||||||
Fair Value:
|
|
|
|
|
|
|
||||||
Other current assets
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
Other current liabilities
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||
Total
|
|
$
|
(2.3
|
)
|
|
$
|
1.3
|
|
|
$
|
(1.0
|
)
|
In millions
|
|
Designated
|
|
Non-Designated
|
|
Total
|
||||||
Gross notional amount
|
|
$
|
805.1
|
|
|
$
|
379.7
|
|
|
$
|
1,184.8
|
|
|
|
|
|
|
|
|
||||||
Fair Value:
|
|
|
|
|
|
|
||||||
Other current assets
|
|
3.5
|
|
|
2.1
|
|
|
$
|
5.6
|
|
||
Other current liabilities
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
||
Total
|
|
$
|
3.5
|
|
|
$
|
2.1
|
|
|
$
|
5.6
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Carry
|
|
Fair
|
|
Carry
|
|
Fair
|
||||||||
In thousands
|
|
Value
|
|
Value
|
|
Value
|
|
Value
|
||||||||
Interest rate swap agreements
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,163
|
|
|
$
|
1,163
|
|
4.375% Senior Notes, due 2023
|
|
248,823
|
|
|
254,218
|
|
|
248,567
|
|
|
262,033
|
|
||||
3.45% Senior Notes, due 2026
|
|
748,282
|
|
|
675,075
|
|
|
747,655
|
|
|
741,113
|
|
||||
Floating Rate Notes, due 2021
|
|
496,796
|
|
|
497,425
|
|
|
—
|
|
|
—
|
|
||||
4.15% Senior Notes, due 2024
|
|
742,957
|
|
|
727,350
|
|
|
—
|
|
|
—
|
|
||||
4.7% Senior Notes, due 2028
|
|
1,239,657
|
|
|
1,179,625
|
|
|
—
|
|
|
—
|
|
Segment financial information for 2016 is as follows:
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
Corporate
|
|
|
||||||||
|
|
Freight
|
|
Transit
|
|
Activities and
|
|
|
||||||||
In thousands
|
|
Segment
|
|
Segment
|
|
Elimination
|
|
Total
|
||||||||
Sales to external customers
|
|
$
|
1,543,098
|
|
|
$
|
1,388,090
|
|
|
$
|
—
|
|
|
$
|
2,931,188
|
|
Intersegment sales/(elimination)
|
|
39,519
|
|
|
9,393
|
|
|
(48,912
|
)
|
|
—
|
|
||||
Total sales
|
|
$
|
1,582,617
|
|
|
$
|
1,397,483
|
|
|
$
|
(48,912
|
)
|
|
$
|
2,931,188
|
|
Income (loss) from operations
|
|
$
|
343,578
|
|
|
$
|
170,569
|
|
|
$
|
(57,540
|
)
|
|
$
|
456,607
|
|
Interest expense and other, net
|
|
—
|
|
|
—
|
|
|
(43,770
|
)
|
|
(43,770
|
)
|
||||
Income (loss) from operations before income taxes
|
|
$
|
343,578
|
|
|
$
|
170,569
|
|
|
$
|
(101,310
|
)
|
|
$
|
412,837
|
|
Depreciation and amortization
|
|
$
|
36,519
|
|
|
$
|
31,545
|
|
|
$
|
1,731
|
|
|
$
|
69,795
|
|
Capital expenditures
|
|
22,726
|
|
|
20,987
|
|
|
6,503
|
|
|
50,216
|
|
||||
Segment assets
|
|
2,949,668
|
|
|
6,720,302
|
|
|
(3,088,952
|
)
|
|
6,581,018
|
|
|
|
Net Sales
|
|
Long-Lived Assets
|
||||||||||||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
United States
|
|
$
|
1,460,278
|
|
|
$
|
1,323,781
|
|
|
$
|
1,362,255
|
|
|
$
|
204,279
|
|
|
$
|
211,608
|
|
|
$
|
205,895
|
|
United Kingdom
|
|
395,767
|
|
|
356,493
|
|
|
322,563
|
|
|
54,848
|
|
|
57,668
|
|
|
54,215
|
|
||||||
Germany
|
|
314,703
|
|
|
208,817
|
|
|
98,364
|
|
|
75,498
|
|
|
71,709
|
|
|
57,902
|
|
||||||
Canada
|
|
278,979
|
|
|
279,013
|
|
|
206,258
|
|
|
5,271
|
|
|
5,822
|
|
|
5,156
|
|
||||||
France
|
|
247,804
|
|
|
237,454
|
|
|
66,287
|
|
|
56,651
|
|
|
57,849
|
|
|
33,636
|
|
||||||
Mexico
|
|
200,642
|
|
|
160,029
|
|
|
183,583
|
|
|
9,184
|
|
|
9,117
|
|
|
8,766
|
|
||||||
Italy
|
|
189,839
|
|
|
142,037
|
|
|
45,771
|
|
|
29,806
|
|
|
30,329
|
|
|
27,253
|
|
||||||
India
|
|
178,491
|
|
|
137,837
|
|
|
24,161
|
|
|
12,782
|
|
|
12,519
|
|
|
1,271
|
|
||||||
Australia
|
|
173,539
|
|
|
136,127
|
|
|
82,099
|
|
|
9,587
|
|
|
10,483
|
|
|
8,039
|
|
||||||
China
|
|
170,297
|
|
|
178,137
|
|
|
106,357
|
|
|
33,438
|
|
|
36,388
|
|
|
42,672
|
|
||||||
Brazil
|
|
67,572
|
|
|
69,378
|
|
|
51,493
|
|
|
13,490
|
|
|
13,184
|
|
|
13,227
|
|
||||||
Other international
|
|
685,636
|
|
|
652,653
|
|
|
381,997
|
|
|
58,903
|
|
|
57,296
|
|
|
60,344
|
|
||||||
Total
|
|
$
|
4,363,547
|
|
|
$
|
3,881,756
|
|
|
$
|
2,931,188
|
|
|
$
|
563,737
|
|
|
$
|
573,972
|
|
|
$
|
518,376
|
|
In thousands
|
|
2018
|
|
2017
|
|
2016
|
||||||
Specialty Products & Electronics
|
|
$
|
1,631,966
|
|
|
$
|
1,350,727
|
|
|
$
|
1,374,580
|
|
Brake Products
|
|
885,464
|
|
|
749,959
|
|
|
588,081
|
|
|||
Remanufacturing, Overhaul & Build
|
|
537,122
|
|
|
522,275
|
|
|
559,284
|
|
|||
Transit Products
|
|
1,111,549
|
|
|
1,112,340
|
|
|
276,124
|
|
|||
Other
|
|
197,446
|
|
|
146,455
|
|
|
133,119
|
|
|||
Total sales
|
|
$
|
4,363,547
|
|
|
$
|
3,881,756
|
|
|
$
|
2,931,188
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Cash, cash equivalents, and restricted cash
|
$
|
1,782,682
|
|
|
$
|
(119
|
)
|
|
$
|
559,791
|
|
|
$
|
—
|
|
|
$
|
2,342,354
|
|
Receivables, net
|
106,815
|
|
|
61,513
|
|
|
978,450
|
|
|
—
|
|
|
1,146,778
|
|
|||||
Inventories
|
149,622
|
|
|
69,116
|
|
|
626,148
|
|
|
—
|
|
|
844,886
|
|
|||||
Current assets - other
|
11,884
|
|
|
690
|
|
|
103,075
|
|
|
—
|
|
|
115,649
|
|
|||||
Total current assets
|
2,051,003
|
|
|
131,200
|
|
|
2,267,464
|
|
|
—
|
|
|
4,449,667
|
|
|||||
Property, plant and equipment
|
51,551
|
|
|
24,755
|
|
|
487,431
|
|
|
—
|
|
|
563,737
|
|
|||||
Goodwill
|
25,275
|
|
|
283,241
|
|
|
2,088,028
|
|
|
—
|
|
|
2,396,544
|
|
|||||
Investment in subsidiaries
|
6,707,979
|
|
|
4,022,107
|
|
|
—
|
|
|
(10,730,086
|
)
|
|
—
|
|
|||||
Other intangibles, net
|
29,254
|
|
|
78,547
|
|
|
1,022,079
|
|
|
—
|
|
|
1,129,880
|
|
|||||
Other long term assets
|
8,775
|
|
|
149
|
|
|
100,482
|
|
|
—
|
|
|
109,406
|
|
|||||
Total assets
|
$
|
8,873,837
|
|
|
$
|
4,539,999
|
|
|
$
|
5,965,484
|
|
|
$
|
(10,730,086
|
)
|
|
$
|
8,649,234
|
|
Current liabilities
|
$
|
264,630
|
|
|
$
|
91,004
|
|
|
$
|
1,291,056
|
|
|
$
|
—
|
|
|
$
|
1,646,690
|
|
Inter-company
|
1,947,504
|
|
|
(1,436,222
|
)
|
|
(511,282
|
)
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
3,779,627
|
|
|
—
|
|
|
13,147
|
|
|
—
|
|
|
3,792,774
|
|
|||||
Long-term liabilities - other
|
16,945
|
|
|
48,714
|
|
|
275,036
|
|
|
—
|
|
|
340,695
|
|
|||||
Total liabilities
|
6,008,706
|
|
|
(1,296,504
|
)
|
|
1,067,957
|
|
|
—
|
|
|
5,780,159
|
|
|||||
Shareholders' equity
|
2,865,131
|
|
|
5,836,503
|
|
|
4,893,583
|
|
|
(10,730,086
|
)
|
|
2,865,131
|
|
|||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
3,944
|
|
|
—
|
|
|
3,944
|
|
|||||
Total shareholders' equity
|
$
|
2,865,131
|
|
|
$
|
5,836,503
|
|
|
$
|
4,897,527
|
|
|
$
|
(10,730,086
|
)
|
|
$
|
2,869,075
|
|
Total Liabilities and Shareholders' Equity
|
$
|
8,873,837
|
|
|
$
|
4,539,999
|
|
|
$
|
5,965,484
|
|
|
$
|
(10,730,086
|
)
|
|
$
|
8,649,234
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Cash and cash equivalents
|
$
|
933
|
|
|
$
|
625
|
|
|
$
|
231,843
|
|
|
$
|
—
|
|
|
$
|
233,401
|
|
Receivables, net
|
77,046
|
|
|
59,166
|
|
|
1,030,575
|
|
|
—
|
|
|
1,166,787
|
|
|||||
Inventories
|
120,937
|
|
|
46,626
|
|
|
575,071
|
|
|
—
|
|
|
742,634
|
|
|||||
Current assets - other
|
1,142
|
|
|
563
|
|
|
120,586
|
|
|
—
|
|
|
122,291
|
|
|||||
Total current assets
|
200,058
|
|
|
106,980
|
|
|
1,958,075
|
|
|
—
|
|
|
2,265,113
|
|
|||||
Property, plant and equipment
|
52,532
|
|
|
26,492
|
|
|
494,948
|
|
|
—
|
|
|
573,972
|
|
|||||
Goodwill
|
25,274
|
|
|
283,242
|
|
|
2,151,587
|
|
|
—
|
|
|
2,460,103
|
|
|||||
Investment in subsidiaries
|
6,517,205
|
|
|
2,440,665
|
|
|
—
|
|
|
(8,957,870
|
)
|
|
—
|
|
|||||
Other intangibles, net
|
30,575
|
|
|
81,037
|
|
|
1,092,820
|
|
|
—
|
|
|
1,204,432
|
|
|||||
Other long term assets
|
17,414
|
|
|
(23,892
|
)
|
|
82,838
|
|
|
—
|
|
|
76,360
|
|
|||||
Total assets
|
$
|
6,843,058
|
|
|
$
|
2,914,524
|
|
|
$
|
5,780,268
|
|
|
$
|
(8,957,870
|
)
|
|
$
|
6,579,980
|
|
Current liabilities
|
$
|
196,827
|
|
|
$
|
77,284
|
|
|
$
|
1,299,219
|
|
|
$
|
—
|
|
|
$
|
1,573,330
|
|
Inter-company
|
2,121,546
|
|
|
(1,307,410
|
)
|
|
(814,136
|
)
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
1,661,771
|
|
|
14
|
|
|
161,518
|
|
|
—
|
|
|
1,823,303
|
|
|||||
Long-term liabilities - other
|
54,046
|
|
|
20,594
|
|
|
280,175
|
|
|
—
|
|
|
354,815
|
|
|||||
Total liabilities
|
4,034,190
|
|
|
(1,209,518
|
)
|
|
926,776
|
|
|
—
|
|
|
3,751,448
|
|
|||||
Shareholders' equity
|
2,808,868
|
|
|
4,124,042
|
|
|
4,833,828
|
|
|
(8,957,870
|
)
|
|
2,808,868
|
|
|||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
19,664
|
|
|
—
|
|
|
19,664
|
|
|||||
Total shareholders' equity
|
$
|
2,808,868
|
|
|
$
|
4,124,042
|
|
|
$
|
4,853,492
|
|
|
$
|
(8,957,870
|
)
|
|
$
|
2,828,532
|
|
Total Liabilities and Shareholders' Equity
|
$
|
6,843,058
|
|
|
$
|
2,914,524
|
|
|
$
|
5,780,268
|
|
|
$
|
(8,957,870
|
)
|
|
$
|
6,579,980
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
671,035
|
|
|
$
|
483,058
|
|
|
$
|
3,442,229
|
|
|
$
|
(232,775
|
)
|
|
$
|
4,363,547
|
|
Cost of sales
|
(495,090
|
)
|
|
(304,286
|
)
|
|
(2,462,536
|
)
|
|
132,250
|
|
|
(3,129,662
|
)
|
|||||
Gross profit (loss)
|
175,945
|
|
|
178,772
|
|
|
979,693
|
|
|
(100,525
|
)
|
|
1,233,885
|
|
|||||
Total operating expenses
|
(172,978
|
)
|
|
(57,274
|
)
|
|
(530,196
|
)
|
|
—
|
|
|
(760,448
|
)
|
|||||
Income (loss) from operations
|
2,967
|
|
|
121,498
|
|
|
449,497
|
|
|
(100,525
|
)
|
|
473,437
|
|
|||||
Interest (expense) income, net
|
(110,801
|
)
|
|
12,794
|
|
|
(14,228
|
)
|
|
—
|
|
|
(112,235
|
)
|
|||||
Other income (expense), net
|
13,452
|
|
|
20
|
|
|
(7,092
|
)
|
|
—
|
|
|
6,380
|
|
|||||
Equity earnings (loss)
|
396,944
|
|
|
369,376
|
|
|
—
|
|
|
(766,320
|
)
|
|
—
|
|
|||||
Pretax income (loss)
|
302,562
|
|
|
503,688
|
|
|
428,177
|
|
|
(866,845
|
)
|
|
367,582
|
|
|||||
Income tax expense
|
(7,618
|
)
|
|
(3,299
|
)
|
|
(64,962
|
)
|
|
—
|
|
|
(75,879
|
)
|
|||||
Net income (loss)
|
294,944
|
|
|
500,389
|
|
|
363,215
|
|
|
(866,845
|
)
|
|
291,703
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
3,241
|
|
|
—
|
|
|
3,241
|
|
|||||
Net income (loss) attributable to Wabtec shareholders
|
$
|
294,944
|
|
|
$
|
500,389
|
|
|
$
|
366,456
|
|
|
$
|
(866,845
|
)
|
|
$
|
294,944
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Wabtec shareholders
|
$
|
295,774
|
|
|
$
|
500,389
|
|
|
$
|
154,035
|
|
|
$
|
(866,845
|
)
|
|
$
|
83,353
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
577,397
|
|
|
$
|
398,220
|
|
|
$
|
3,035,464
|
|
|
$
|
(129,325
|
)
|
|
$
|
3,881,756
|
|
Cost of sales
|
(440,911
|
)
|
|
(255,792
|
)
|
|
(2,218,460
|
)
|
|
98,720
|
|
|
(2,816,443
|
)
|
|||||
Gross profit (loss)
|
136,486
|
|
|
142,428
|
|
|
817,004
|
|
|
(30,605
|
)
|
|
1,065,313
|
|
|||||
Total operating expenses
|
(114,199
|
)
|
|
(50,902
|
)
|
|
(479,133
|
)
|
|
—
|
|
|
(644,234
|
)
|
|||||
Income (loss) from operations
|
22,287
|
|
|
91,526
|
|
|
337,871
|
|
|
(30,605
|
)
|
|
421,079
|
|
|||||
Interest (expense) income, net
|
(76,823
|
)
|
|
10,916
|
|
|
(11,977
|
)
|
|
—
|
|
|
(77,884
|
)
|
|||||
Other income (expense), net
|
10,020
|
|
|
274
|
|
|
(1,426
|
)
|
|
—
|
|
|
8,868
|
|
|||||
Equity earnings (loss)
|
416,068
|
|
|
317,614
|
|
|
—
|
|
|
(733,682
|
)
|
|
—
|
|
|||||
Pretax income (loss)
|
371,552
|
|
|
420,330
|
|
|
324,468
|
|
|
(764,287
|
)
|
|
352,063
|
|
|||||
Income tax (expense) income
|
(109,294
|
)
|
|
18,762
|
|
|
759
|
|
|
—
|
|
|
(89,773
|
)
|
|||||
Net income (loss)
|
262,258
|
|
|
439,092
|
|
|
325,227
|
|
|
(764,287
|
)
|
|
262,290
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
|||||
Net income (loss) attributable to Wabtec shareholders
|
$
|
262,258
|
|
|
$
|
439,092
|
|
|
$
|
325,198
|
|
|
$
|
(764,287
|
)
|
|
$
|
262,261
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Wabtec shareholders
|
$
|
263,907
|
|
|
$
|
439,092
|
|
|
$
|
658,162
|
|
|
$
|
(764,287
|
)
|
|
$
|
596,874
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
641,809
|
|
|
$
|
435,864
|
|
|
$
|
1,995,465
|
|
|
$
|
(141,950
|
)
|
|
$
|
2,931,188
|
|
Cost of sales
|
(473,700
|
)
|
|
(280,973
|
)
|
|
(1,350,401
|
)
|
|
98,125
|
|
|
(2,006,949
|
)
|
|||||
Gross (loss) profit
|
168,109
|
|
|
154,891
|
|
|
645,064
|
|
|
(43,825
|
)
|
|
924,239
|
|
|||||
Total operating expenses
|
(142,817
|
)
|
|
(50,361
|
)
|
|
(274,454
|
)
|
|
—
|
|
|
(467,632
|
)
|
|||||
Income (loss) from operations
|
25,292
|
|
|
104,530
|
|
|
370,610
|
|
|
(43,825
|
)
|
|
456,607
|
|
|||||
Interest (expense) income, net
|
(38,843
|
)
|
|
9,294
|
|
|
(20,749
|
)
|
|
—
|
|
|
(50,298
|
)
|
|||||
Other income (expense), net
|
25,254
|
|
|
(1,689
|
)
|
|
(17,037
|
)
|
|
—
|
|
|
6,528
|
|
|||||
Equity earnings (loss)
|
322,650
|
|
|
292,184
|
|
|
—
|
|
|
(614,834
|
)
|
|
—
|
|
|||||
Pretax income (loss)
|
334,353
|
|
|
404,319
|
|
|
332,824
|
|
|
(658,659
|
)
|
|
412,837
|
|
|||||
Income tax expense
|
(29,466
|
)
|
|
(52,308
|
)
|
|
(17,659
|
)
|
|
—
|
|
|
(99,433
|
)
|
|||||
Net income (loss)
|
304,887
|
|
|
352,011
|
|
|
315,165
|
|
|
(658,659
|
)
|
|
313,404
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(8,517
|
)
|
|
—
|
|
|
(8,517
|
)
|
|||||
Net income (loss) attributable to Wabtec shareholders
|
$
|
304,887
|
|
|
$
|
352,011
|
|
|
$
|
306,648
|
|
|
$
|
(658,659
|
)
|
|
$
|
304,887
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Wabtec shareholders
|
$
|
305,180
|
|
|
$
|
352,011
|
|
|
$
|
203,469
|
|
|
$
|
(658,659
|
)
|
|
$
|
202,001
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(87,122
|
)
|
|
$
|
130,125
|
|
|
$
|
372,193
|
|
|
$
|
(100,525
|
)
|
|
$
|
314,671
|
|
Net cash used in investing activities
|
(16,808
|
)
|
|
(2,024
|
)
|
|
(128,455
|
)
|
|
—
|
|
|
(147,287
|
)
|
|||||
Net cash provided by (used in) financing activities
|
1,885,679
|
|
|
(128,845
|
)
|
|
120,752
|
|
|
100,525
|
|
|
1,978,111
|
|
|||||
Effect of changes in currency exchange rates
|
—
|
|
|
—
|
|
|
(36,542
|
)
|
|
—
|
|
|
(36,542
|
)
|
|||||
Increase (decrease) in cash
|
1,781,749
|
|
|
(744
|
)
|
|
327,948
|
|
|
—
|
|
|
2,108,953
|
|
|||||
Cash and cash equivalents, beginning of year
|
933
|
|
|
625
|
|
|
231,843
|
|
|
—
|
|
|
233,401
|
|
|||||
Cash, cash equivalents, and restricted cash, end of year
|
$
|
1,782,682
|
|
|
$
|
(119
|
)
|
|
$
|
559,791
|
|
|
$
|
—
|
|
|
$
|
2,342,354
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(49,231
|
)
|
|
$
|
130,298
|
|
|
$
|
138,349
|
|
|
$
|
(30,605
|
)
|
|
$
|
188,811
|
|
Net cash used in investing activities
|
(11,156
|
)
|
|
(3,357
|
)
|
|
(1,018,961
|
)
|
|
—
|
|
|
(1,033,474
|
)
|
|||||
Net cash provided by (used in) financing activities
|
58,798
|
|
|
(127,542
|
)
|
|
(59,292
|
)
|
|
30,605
|
|
|
(97,431
|
)
|
|||||
Effect of changes in currency exchange rates
|
—
|
|
|
—
|
|
|
32,263
|
|
|
—
|
|
|
32,263
|
|
|||||
(Decrease) increase in cash
|
(1,589
|
)
|
|
(601
|
)
|
|
(907,641
|
)
|
|
—
|
|
|
(909,831
|
)
|
|||||
Cash, cash equivalents, and restricted cash, beginning of year
|
2,522
|
|
|
1,226
|
|
|
1,139,484
|
|
|
—
|
|
|
1,143,232
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
933
|
|
|
$
|
625
|
|
|
$
|
231,843
|
|
|
$
|
—
|
|
|
$
|
233,401
|
|
In thousands
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Elimination
|
|
Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(44,611
|
)
|
|
$
|
142,839
|
|
|
$
|
396,127
|
|
|
$
|
(43,825
|
)
|
|
$
|
450,530
|
|
Net cash used in (provided by) investing activities
|
(829,783
|
)
|
|
(2,653
|
)
|
|
599,470
|
|
|
—
|
|
|
(232,966
|
)
|
|||||
Net cash provided by (used in) financing activities
|
876,916
|
|
|
(147,586
|
)
|
|
(250,184
|
)
|
|
43,825
|
|
|
522,971
|
|
|||||
Effect of changes in currency exchange rates
|
—
|
|
|
—
|
|
|
(26,436
|
)
|
|
—
|
|
|
(26,436
|
)
|
|||||
Increase (decrease) in cash
|
2,522
|
|
|
(7,400
|
)
|
|
718,977
|
|
|
—
|
|
|
714,099
|
|
|||||
Cash, cash equivalents, and restricted cash, beginning of year
|
—
|
|
|
8,626
|
|
|
420,507
|
|
|
—
|
|
|
429,133
|
|
|||||
Cash, cash equivalents, and restricted cash, end of year
|
$
|
2,522
|
|
|
$
|
1,226
|
|
|
$
|
1,139,484
|
|
|
$
|
—
|
|
|
$
|
1,143,232
|
|
|
|
For the year ended
December 31,
|
||||||||||
In thousands
|
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign currency loss
|
|
$
|
(5,745
|
)
|
|
$
|
(6,618
|
)
|
|
$
|
(4,001
|
)
|
Equity income
|
|
1,931
|
|
|
2,579
|
|
|
409
|
|
|||
Expected return on pension assets/amortization
|
|
9,047
|
|
|
9,834
|
|
|
9,491
|
|
|||
Other miscellaneous (expense) income
|
|
1,147
|
|
|
3,073
|
|
|
629
|
|
|||
Total other income, net
|
|
$
|
6,380
|
|
|
$
|
8,868
|
|
|
$
|
6,528
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
In thousands, except per share data
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter (1)
|
||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
1,056,177
|
|
|
$
|
1,111,680
|
|
|
$
|
1,077,814
|
|
|
$
|
1,117,876
|
|
Gross profit
|
|
310,881
|
|
|
323,967
|
|
|
302,012
|
|
|
297,025
|
|
||||
Income from operations
|
|
131,279
|
|
|
123,523
|
|
|
125,179
|
|
|
93,456
|
|
||||
Net income attributable to Wabtec shareholders
|
|
88,366
|
|
|
84,416
|
|
|
87,739
|
|
|
34,423
|
|
||||
Basic earnings from operations per common share
|
|
$
|
0.92
|
|
|
$
|
0.88
|
|
|
$
|
0.91
|
|
|
$
|
0.36
|
|
Diluted earnings from operations per common share
|
|
$
|
0.92
|
|
|
$
|
0.87
|
|
|
$
|
0.91
|
|
|
$
|
0.36
|
|
2017
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
916,034
|
|
|
$
|
932,253
|
|
|
$
|
957,931
|
|
|
$
|
1,075,538
|
|
Gross profit
|
|
269,707
|
|
|
273,963
|
|
|
253,203
|
|
|
268,440
|
|
||||
Income from operations
|
|
114,512
|
|
|
113,356
|
|
|
101,666
|
|
|
91,545
|
|
||||
Net income attributable to Wabtec shareholders
|
|
73,889
|
|
|
72,025
|
|
|
67,399
|
|
|
48,948
|
|
||||
Basic earnings from operations per common share
|
|
$
|
0.77
|
|
|
$
|
0.75
|
|
|
$
|
0.70
|
|
|
$
|
0.51
|
|
Diluted earnings from operations per common share
|
|
$
|
0.77
|
|
|
$
|
0.75
|
|
|
$
|
0.70
|
|
|
$
|
0.51
|
|
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 |
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
12,342
|
|
|
$
|
9,458
|
|
|
$
|
(360
|
)
|
|
$
|
4,513
|
|
|
$
|
16,927
|
|
Valuation allowance-taxes
|
|
25,683
|
|
|
27,410
|
|
|
—
|
|
|
11,314
|
|
|
41,779
|
|
|||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
|
$
|
7,340
|
|
|
$
|
2,632
|
|
|
$
|
4,979
|
|
|
$
|
2,609
|
|
|
$
|
12,342
|
|
Valuation allowance-taxes
|
|
21,418
|
|
|
4,265
|
|
|
—
|
|
|
—
|
|
|
25,683
|
|
|||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
|
$
|
5,614
|
|
|
$
|
3,635
|
|
|
$
|
—
|
|
|
$
|
1,909
|
|
|
$
|
7,340
|
|
Valuation allowance-taxes
|
|
12,623
|
|
|
3,405
|
|
|
5,390
|
|
|
—
|
|
|
21,418
|
|
(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.
|
Item 16.
|
FORM 10-K SUMMARY
|
|
|
|
|
|
|
|
|
|
|
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
|
|
|
|
|
|
Date:
|
February 27, 2019
|
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 27, 2019
|
|
Albert J. Neupaver,
Executive Chairman of the Board
|
|
|
|
|
By
|
/
S
/ R
AYMOND
T. B
ETLER
|
February 27, 2019
|
|
Raymond T. Betler,
President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
|
|
By
|
/
S
/ P
ATRICK
D. D
UGAN
|
February 27, 2019
|
|
Patrick D. Dugan,
Executive Vice President Finance and Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
By
|
/
S
/ J
OHN
A. M
ASTALERZ
|
February 27, 2019
|
|
John A. Mastalerz,
Senior Vice President and Principal Accounting Officer
|
|
|
|
|
By
|
/
S
/ W
ILLIAM
E. K
ASSLING
|
February 27, 2019
|
|
William E. Kassling,
Lead Director
|
|
|
|
|
By
|
/
S
/ P
HILIPPE
A
LFROID
|
February 27, 2019
|
|
Philippe Alfroid,
Director |
|
|
|
|
By
|
/
S
/ R
OBERT
J. B
ROOKS
|
February 27, 2019
|
|
Robert J. Brooks,
Director
|
|
|
|
|
By
|
/
S
/ E
RWAN
F
AIVELEY
|
February 27, 2019
|
|
Erwan Faiveley,
Director |
|
|
|
|
|
|
|
By
|
/
S
/ E
MILIO
A. F
ERNANDEZ
|
February 27, 2019
|
|
Emilio A. Fernandez,
Director
|
|
|
|
|
By
|
/
S
/ L
EE
B. F
OSTER
, II
|
February 27, 2019
|
|
Lee B. Foster, II,
Director
|
|
|
|
|
By
|
/
S
/ L
INDA
S. H
ARTY
|
February 27, 2019
|
|
Linda S. Harty,
Director |
|
|
|
|
By
|
/
S
/ B
RIAN
P. H
EHIR
|
February 27, 2019
|
|
Brian P. Hehir,
Director
|
|
|
|
|
By
|
/
S
/ M
ICHAEL
W. D. H
OWELL
|
February 27, 2019
|
|
Michael W. D. Howell,
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
|
|
By:
|
/s/ Patrick D. Dugan
|
|
Name: Patrick D. Dugan
|
|
Title: Executive Vice President and CFO
|
|
|
|
|
WABTEC NETHERLANDS B.V.
|
|
By:
|
/s/ N. Enthoven
|
|
Name: N. Enthoven
|
|
Title: Director B
|
ADMINISTRATIVE AGENT AND LENDERS;
|
PNC BANK, NATIONAL ASSOCIATION
as Administrative Agent and as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ David B. Keith
|
|
Name:
|
David B. Keith
|
|
Title:
|
Senior Vice President
|
Goldman Sachs Bank USA, as a Lender
|
|
|
|
|
|
By:
|
/s/ Jamie Minieri
|
Name:
|
Jamie Minieri
|
Title:
|
Authorized Signatory
|
JPMorgan Chase Bank, N.A.,
as a Lender |
|
|
|
|
|
By:
|
/s/ Deborah R. Winkler
|
Name:
|
Deborah R. Winkler
|
Title:
|
Executive Director
|
Bank of America, N.A.
as a Lender |
|
|
|
|
|
By:
|
/s/ Katherine Osele
|
Name:
|
Katherine Osele
|
Title:
|
Senior Vice President
|
HSBC Bank USA N.A.,
as a Lender |
|
|
|
|
|
By:
|
/s/ Matthew Simpson
|
Name:
|
Matthew Simpson
|
Title:
|
Assistant Vice President
|
HSBC France,
as a Lender |
|
|
|
|
|
By:
|
/s/ Ludovic Lepic
|
Name:
|
Mr. Ludovic LEPIC
|
Title:
|
Head of North East Corporate Centre
|
|
|
|
|
|
|
By:
|
/s/ Mr. Sébastíen Binnie
|
Name:
|
Mr. Sébastíen BINNIE
|
Title:
|
Deputy Head of North East Corporate Centre
|
TD BANK, N.A.
as a Lender |
|
|
|
|
|
By:
|
/s/ Mark Hogan
|
Name:
|
Mark Hogan
|
Title:
|
Senior Vice President
|
BRANCH BANKING AND TRUST COMPANY, as a Lender
|
|
|
|
|
|
By:
|
/s/ Melinda Gulledge
|
Name:
|
Melinda Gulledge
|
Title:
|
Assistant Vice President
|
SOCIETE GENERALE,
as a Lender |
|
|
|
|
|
By:
|
/s/ Joseph Moreno
|
Name:
|
Joseph Moreno
|
Title:
|
Managing Director
|
CITIBANK, NA,
as a Lender |
|
|
|
|
|
By:
|
/s/ Brad Colehour
|
Name:
|
Brad Colehour
|
Title:
|
Vice President
|
Credit Agricole Corporate and Investment Bank
,
as a Lender |
|
|
|
|
|
By:
|
/s/ Gordon Yip
|
Name:
|
Gordon Yip
|
Title:
|
Director
|
|
|
|
|
By:
|
/s/ Dan Fahey
|
Name:
|
Dan Fahey
|
Title:
|
Director
Credit Agricole CIB
|
MUFG Bank, Ltd.,
as a Lender |
|
|
|
|
|
By:
|
/s/ John Margetanski
|
Name:
|
John Margetanski
|
Title:
|
Director
|
CITIZENS BANK, N.A.
as a Lender |
|
|
|
|
|
By:
|
/s/ Carl S. Tabacjar, Jr.
|
Name:
|
Carl S. Tabacjar, Jr.
|
Title:
|
Senior Vice President
|
Wells Fargo Bank, National Association
as a Lender |
|
|
|
|
|
By:
|
/s/ Tom Molitor
|
Name:
|
Tom Molitor
|
Title:
|
Managing Director
|
Bank of the West,
as a Lender |
|
|
|
|
|
By:
|
/s/ Harry Yergey
|
Name:
|
Harry Yergey
|
Title:
|
Managing Director
|
|
|
|
|
By:
|
/s/ Michael Weinert
|
Name:
|
Michael Weinert
|
Title:
|
Director
|
The Bank of Nova Scotia,
as a Lender |
|
|
|
|
|
By:
|
/s/ Sangeeta Shah
|
Name:
|
Sangeeta Shah
|
Title:
|
Director
|
U.S. Bank National Association,
as a Lender |
|
|
|
|
|
By:
|
/s/ Paul F. Johnson
|
Name:
|
Paul F. Johnson
|
Title:
|
Vice President
|
The Huntington National Bank,
as a Lender |
|
|
|
|
|
By:
|
/s/ Michael Kiss
|
Name:
|
Michael Kiss
|
Title:
|
Vice President
|
First National Bank of Pennsylvania,
as a Lender |
|
|
|
|
|
By:
|
/s/ Brad Johnston
|
Name:
|
Brad Johnston
|
Title:
|
Vice President
|
Dollar Bank, Federal Savings Bank,
as a Lender |
|
|
|
|
|
By:
|
/s/ Brian E. Waychoff
|
Name:
|
Brian E. Waychoff
|
Title:
|
Senior Vice President
|
Company
|
|
Jurisdiction of Incorporation
|
|
Ownership Interest
|
|
A and M Signalling Services Private Limited
|
|
India
|
|
100
|
%
|
Advanced Global Environmental LLC
|
|
Atlantic Beach, Florida
|
|
55
|
%
|
Aero Transportation Products, Inc
|
|
Independence, Missouri
|
|
100
|
%
|
AM General Contractors SpA
|
|
Genova, Italy
|
|
100
|
%
|
A M Rail Group Limited
|
|
Burton-on-Trent, UK
|
|
100
|
%
|
A M Signalling Design Limited
|
|
Burton-on-Trent, UK
|
|
100
|
%
|
Annax GmbH
|
|
Brunnthal, Germany
|
|
100
|
%
|
Annax Polska sp. z.o.o
|
|
Bydgoszcz, Poland
|
|
100
|
%
|
Annax Scheiz AG
|
|
Bern, Switzerland
|
|
100
|
%
|
Annax (Suzhou) Rail Systems Co., Ltd
|
|
Suzhou, China
|
|
100
|
%
|
Ateliers Hubert Gerken S.A.
|
|
Belgium
|
|
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 (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
|
%
|
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
|
%
|
Evand Pty Ltd.
|
|
Wetherill Park, NSW, Australia
|
|
100
|
%
|
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 Birkenhead Ltd.
|
|
Birkenhead, UK
|
|
100
|
%
|
Faiveley Transport Canada Inc.
|
|
Montreal, Canada
|
|
100
|
%
|
Faiveley Transport Czech a.s.
|
|
Blovice, Czech Republic
|
|
100
|
%
|
Faiveley Transport Chile Ltda.
|
|
Santiago, Chile
|
|
100
|
%
|
Faiveley Transport DO Brasil Ltda.
|
|
Sao Paulo, Brazil
|
|
100
|
%
|
Faiveley Transport Far East Ltd
|
|
Hong Kong
|
|
100
|
%
|
Company
|
|
Jurisdiction of Incorporation
|
|
Ownership Interest
|
|
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
|
%
|
F.I.P. Brakes South Africa (Proprietary) Limited
|
|
Kempton Park, South Africa
|
|
70
|
%
|
Fandstan Electric Group, Ltd.
|
|
London, UK
|
|
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
|
%
|
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
|
%
|
Company
|
|
Jurisdiction of Incorporation
|
|
Ownership Interest
|
|
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
|
%
|
Jiaxiang HK Smart Technology Co. Ltd.
|
|
Hong Kong, China
|
|
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
|
%
|
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
|
%
|
Melett (Changzhou) Precision Machinery Co. Limited
|
|
Jiangsu, China
|
|
100
|
%
|
Melett Limited
|
|
South Yorkshire, England
|
|
100
|
%
|
Melett North America, Inc
|
|
Memphis, Tennessee
|
|
100
|
%
|
Melett Polska Spolka z Ograniczona odpowiedzialnoscia
|
|
Bydgos
|
|
100
|
%
|
Metalocaucho, S.L.
|
|
Urnieta, Gipuzkoa, Spain
|
|
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
|
%
|
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
|
%
|
Company
|
|
Jurisdiction of Incorporation
|
|
Ownership Interest
|
|
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 Investments Ltd.
|
|
Birkenhead, UK
|
|
100
|
%
|
SAB Wabco UK Ltd.
|
|
Birkenhead, UK
|
|
100
|
%
|
Schaefer Equipment, Inc.
|
|
Warren, Ohio
|
|
100
|
%
|
SCT Europe Ltd.
|
|
Kirkcaldy, Fife, UK
|
|
100
|
%
|
SCT Technology LLC
|
|
Wilmington, Delaware
|
|
100
|
%
|
Semvac A/S
|
|
Odense, Denmark
|
|
100
|
%
|
Semvac Spare Parts A/S
|
|
Odense, Denmark
|
|
100
|
%
|
Shenyang CRRC Wabtec Railway Brake Technology Company, Ltd.
|
|
Shenyang, China
|
|
50
|
%
|
Shijiazhuang Jiaxiang Precision Machinery Co. Ltd.
|
|
Shijiazhuang, China
|
|
100
|
%
|
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
|
%
|
Suecobras Consultoria Ferroviaria Ltda
|
|
Rio de Janeiro, Brazil
|
|
100
|
%
|
Thermal Transfer Acquisition Corporation
|
|
Duquesne, Pennsylvania
|
|
100
|
%
|
The Vista Corporation of Virginia
|
|
Salem, Virginia
|
|
100
|
%
|
TMT Holding AB
|
|
Stockholm, Sweden
|
|
51.5
|
%
|
TransTech of SC, Inc
|
|
Piedmont, South Carolina
|
|
100
|
%
|
Turbonetics Holdings, Inc.
|
|
Moorpark, CA
|
|
100
|
%
|
Vapor Europe S.r.l.
|
|
Sassuolo, Modena, Italy
|
|
100
|
%
|
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 Control Systems Pty Ltd
|
|
Osborne Park, WA, Australia
|
|
100
|
%
|
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 Faiveley Rayli Sistemleri LTD. Sti
|
|
Instanbul, Turkery
|
|
100
|
%
|
Wabtec Finance SRL
|
|
St. Michael, Barbados
|
|
100
|
%
|
Wabtec France S.A.S.
|
|
Paris, France
|
|
100
|
%
|
Wabtec FRG GmbH
|
|
Recklinghausen, Germany
|
|
100
|
%
|
Wabtec FRG Holdings GmbH & Co. KG
|
|
Recklinghausen, Germany
|
|
100
|
%
|
Company
|
|
Jurisdiction of Incorporation
|
|
Ownership Interest
|
|
Wabtec Finance LLC
|
|
Wilmington, Delaware
|
|
100
|
%
|
Wabtec Golden Bridge Transportation Technology (Hangzhou) Company, Ltd.
|
|
Xinwan Town. China
|
|
100
|
%
|
Wabtec Greenville Real Estate LLC
|
|
Greenville, South Carolina
|
|
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 MZT Poland Sp. z.o.o.
|
|
Poznan, Poland
|
|
100
|
%
|
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 Transportation Canada Inc.
|
|
Ontario, Canada
|
|
100
|
%
|
Wabtec Transportation Ireland Limited
|
|
Dublin, Ireland
|
|
100
|
%
|
Wabtec Transportation Netherlands B.V.
|
|
Amsterdam, Netherlands
|
|
100
|
%
|
Wabtec Transportation Netherlands Holdings B.V.
|
|
Amsterdam, Netherlands
|
|
100
|
%
|
Wabtec UK Holdings Limited
|
|
Staffordshire, England
|
|
100
|
%
|
Wabtec UK Investments Limited
|
|
Manchester, England
|
|
100
|
%
|
Wabtec UK Manufacturing Limited
|
|
Burton-on-Trent, UK
|
|
100
|
%
|
Wabtec US Holdings Inc.
|
|
Wilmington, Delaware
|
|
100
|
%
|
Wabtec US Rail Holdings, Inc.
|
|
Wilmington, Delaware
|
|
100
|
%
|
Wabtec US Rail, Inc
|
|
Wilmington, Delaware
|
|
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 Holdings Corp
|
|
Indianapolis, Indiana
|
|
100
|
%
|
Workhorse Rail, LLC
|
|
Pittsburgh, Pennsylvania
|
|
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,
|
(10)
|
Registration Statement (Form S-8 No. 333-179857) pertaining to the 2011 Stock Incentive Plan of Westinghouse Air Brake Technologies Corporation,
|
(11)
|
Registration Statement (Form S-3 No. 333-219657) of Westinghouse Air Brake Technologies Corporation,
|
(12)
|
Registration Statement (Form S-8 No. 219662) pertaining to the 1995 Non-Employee Directors' Fee and Stock Option Plan of Westinghouse Air Brake Technologies Corporation,
|
(13)
|
Registration Statement (Form S-8 No. 219663) pertaining to the 2011 Stock Incentive Plan of Westinghouse Air Brake Technologies Corporation, and
|
(14)
|
Registration Statement (Form S-4 No. 533-227444) 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 27, 2019
|
|
|
|
By:
|
|
/s/ P
ATRICK
D. D
UGAN
|
|
|
Patrick D. Dugan
Executive Vice President Finance and Chief Financial Officer
|
|
|
|
Date:
|
|
February 27, 2019
|