3. ACQUISITIONS

The Company has made the following acquisitions operating as a business unit or component of a business unit in the Freight Segment:

—	On September 3, 2014, the Company acquired C2CE Pty Ltd. (“C2CE”), a provider of railway signal design services, for a net purchase price of approximately $25.1 million, net of cash acquired, resulting in preliminary goodwill of $15.0 million, none of which will be deductible for tax purposes.

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On September 24, 2013, the Company acquired Longwood Industries, Inc (“Longwood”), a manufacturer of specialty rubber products for transportation, oil and gas, and industrial markets, for a net purchase price of approximately $83.9 million, net of cash acquired, resulting in goodwill of $28.3 million, none of which will be deductible for tax purposes.

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On July 30, 2013, the Company acquired Turbonetics Holdings, Inc (“Turbonetics”), a manufacturer of turbochargers and related components for various industrial markets, for a net purchase price of approximately $23.2 million, net of cash acquired, resulting in preliminary goodwill of $11.3 million, none of which will be deductible for tax purposes.

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On January 31, 2013, the Company acquired Napier Turbochargers Ltd. (“Napier”), a UK-based provider of turbochargers and related parts for the worldwide power generation and marine markets, for a net purchase price of approximately $112.3 million, net of cash acquired, resulting in additional goodwill of $67.0 million, none of which will be deductible for tax purposes.

The Company has made the following acquisitions operating as a business unit or component of a business unit in the Transit Segment:

On August 21, 2014, the Company acquired Dia-Frag (“Dia-Frag”), a manufacturer of friction products for various markets with a focus on motorcycle braking, for a net purchase price of approximately $70.6 million, net of cash acquired, resulting in additional goodwill of $32.6 million, none of which will be deductible for tax purposes.

On June 6, 2014, the Company acquired Fandstan Electric Group Ltd. (“Fandstan”), a leading rail and industrial equipment manufacturer for a variety of markets, including rail and tram transportation, industrial and energy, for a net purchase price of approximately $199.4 million, net of cash acquired, resulting in additional goodwill of $49.7 million, none of which will be deductible for tax purposes.

The acquisitions listed above include escrow deposits of $41.6 million, which act as security for indemnity and other claims in accordance with the purchase and related escrow agreements. For the C2CE, Dia-Frag, and Fandstan acquisitions, the following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition. For the Longwood, Turbonetics, and Napier acquisitions, the following table summarizes the final fair values of the assets acquired and liabilities assumed at the date of acquisition.

	C2CE			Dia-Frag			Fandstan			Longwood			Turbonetics			Napier
	September 3,			August 21,			June 6,			September 24,			July 30,			January 31,
In thousands	2014			2014			2014			2013			2013			2013
Current assets	$	9,794		$	12,502		$	125,025		$	17,444		$	5,532		$	13,441
Property, plant & equipment		1,860			4,497			61,465			19,363			992			8,837
Goodwill		14,981			32,556			49,748			28,272			11,309			67,045
Other intangible assets		3,804			36,211			51,571			39,440			11,140			40,583
Other assets		-			65			309			7			-			-
Total assets acquired		30,439			85,831			288,118			104,526			28,973			129,906
Total liabilities assumed		(5,323	)		(15,190	)		(88,714	)		(20,663	)		(5,790	)		(17,565	)
Net assets acquired	$	25,116		$	70,641		$	199,404		$	83,863		$	23,183		$	112,341

Of the $182.6 million of total acquired intangible assets, $119.5 million was assigned to customer relationships, $45.9 million was assigned to trade names, $5.2 million was assigned to patents, $3.9 million was assigned to non-compete agreements, $0.8 million was assigned to favorable leasehold interest and $7.3 million was assigned to customer backlog. The trade names were determined to have an indefinite useful life, while the customer relationships’ average useful life is 20 years, the patents’ useful life is 11 years, the non-compete useful life is five years and the favorable leasehold interest useful life is five years.

The following unaudited pro forma consolidated financial information presents income statement results as if the acquisitions listed above had occurred on January 1, 2013:

	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
In thousands	September 30, 2014		September 30, 2013		September 30, 2014		September 30, 2013
Net sales	$	808,327	$	727,010	$	2,357,388	$	2,179,068
Gross profit		250,542		212,649		724,706		645,888
Net income attributable to Wabtec shareholders		91,519		79,897		269,469		239,151
Diluted earnings per share
As Reported	$	0.93	$	0.76	$	2.67	$	2.25
Pro forma	$	0.94	$	0.82	$	2.78	$	2.46