10-Q 1 wab-20160930x10q.htm 10-Q Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM 10-Q
____________________________________
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 033-90866
____________________________________
WESTINGHOUSE AIR BRAKE TECHNOLOGIES
CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________
Delaware
25-1615902
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
1001 Air Brake Avenue
Wilmerding, PA
15148
(Address of principal executive offices)
(Zip code)
412-825-1000
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
____________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding at November 4, 2016
Common Stock, $.01 par value per share
 
89,073,431 shares
 




WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
September 30, 2016
FORM 10-Q
TABLE OF CONTENTS
 
 
Page
 
PART I—FINANCIAL INFORMATION
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
PART II—OTHER INFORMATION
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 4.
 
 
 
Item 6.
 
 
 
 

2


PART I—FINANCIAL INFORMATION
Item 1.
FINANCIAL STATEMENTS
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 
Unaudited
 
 
In thousands, except shares and par value
September 30,
2016
 
December 31,
2015
Assets
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
250,382

 
$
226,191

Accounts receivable
477,500

 
494,975

Unbilled accounts receivable
146,726

 
103,814

Inventories
495,998

 
478,574

Deposit in escrow
210,025

 
202,942

Deferred income taxes
75,741

 
71,658

Other current assets
38,760

 
33,524

Total current assets
1,695,132

 
1,611,678

Property, plant and equipment
750,547

 
717,295

Accumulated depreciation
(392,577
)
 
(364,102
)
Property, plant and equipment, net
357,970

 
353,193

Other Assets
 
 
 
Goodwill
877,054

 
858,532

Other intangibles, net
457,262

 
440,534

Other noncurrent assets
40,739

 
32,909

Total other assets
1,375,055

 
1,331,975

Total Assets
$
3,428,157

 
$
3,296,846

 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
Current Liabilities
 
 
 
Accounts payable
$
276,539

 
$
319,525

Customer deposits
108,718

 
106,127

Accrued compensation
54,984

 
69,892

Accrued warranty
76,465

 
72,678

Current portion of long-term debt
134

 
433

Other accrued liabilities
108,095

 
96,121

Total current liabilities
624,935

 
664,776

Long-term debt
819,770

 
691,805

Accrued postretirement and pension benefits
55,609

 
55,765

Deferred income taxes
156,900

 
139,852

Accrued warranty
17,645

 
19,386

Other long-term liabilities
22,807

 
23,923

Total liabilities
1,697,666

 
1,595,507

Commitments and contingent liabilities (Note15)

 

Shareholders’ Equity
 
 
 
Preferred stock, 1,000,000 shares authorized, no shares issued

 

Common stock, $0.01 par value; 200,000,000 shares authorized:
 
 
 
132,349,534 shares issued and 89,065,387 and 91,836,106 outstanding
 
 
 
at September 30, 2016 and December 31, 2015, respectively
1,323

 
1,323

Additional paid-in capital
470,908

 
469,326

Treasury stock, at cost, 43,284,147 and 40,513,428 shares,
 
 
 
at September 30, 2016 and December 31, 2015, respectively
(983,456
)
 
(775,124
)
Retained earnings
2,524,354

 
2,280,801

Accumulated other comprehensive loss
(286,055
)
 
(276,719
)
Total Westinghouse Air Brake Technologies Corporation shareholders' equity
1,727,074

 
1,699,607

Non-controlling interest (minority interest)
3,417

 
1,732

Total shareholders’ equity
1,730,491

 
1,701,339

Total Liabilities and Shareholders’ Equity
$
3,428,157

 
$
3,296,846

The accompanying notes are an integral part of these statements.

3


WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 
Unaudited
 
Unaudited
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
In thousands, except per share data
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
Net sales
$
675,574

 
$
809,527

 
$
2,171,206

 
$
2,475,149

 
Cost of sales
(463,093
)
 
(552,458
)
 
(1,466,156
)
 
(1,694,961
)
 
Gross profit
212,481

 
257,069

 
705,050

 
780,188

 
Selling, general and administrative expenses
(70,757
)
 
(82,206
)
 
(241,118
)
 
(255,969
)
 
Engineering expenses
(16,289
)
 
(17,239
)
 
(52,271
)
 
(51,852
)
 
Amortization expense
(5,339
)
 
(5,546
)
 
(16,100
)
 
(16,009
)
 
Total operating expenses
(92,385
)
 
(104,991
)
 
(309,489
)
 
(323,830
)
 
Income from operations
120,096

 
152,078

 
395,561

 
456,358

 
Other income and expenses
 
 
 
 
 
 
 
 
Interest expense, net
(6,057
)
 
(4,351
)
 
(15,897
)
 
(12,698
)
 
Other income (expense), net
1,188

 
(2,937
)
 
113

 
(7,690
)
 
Income from operations before income taxes
115,227

 
144,790

 
379,777

 
435,970

 
Income tax expense
(32,799
)
 
(45,609
)
 
(112,701
)
 
(139,121
)
 
Net income attributable to Wabtec shareholders
$
82,428

 
$
99,181

 
$
267,076

 
$
296,849

 
 
 
 
 
 
 
 
 
 
Earnings Per Common Share
 
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
 
Net income attributable to Wabtec shareholders
$
0.92

 
$
1.03

 
$
2.94

 
$
3.08

 
Diluted
 
 
 
 
 
 
 
 
Net income attributable to Wabtec shareholders
$
0.91

 
$
1.02

 
$
2.92

 
$
3.05

 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
 
 
 
 
 
 
Basic
89,589

 
96,369

 
90,546

 
96,135

 
Diluted
90,293

 
97,368

 
91,316

 
97,162

 
 
The accompanying notes are an integral part of these statements.

4


WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
Unaudited
 
Unaudited
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
In thousands
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
Net income attributable to Wabtec shareholders
$
82,428

 
$
99,181

 
$
267,076

 
$
296,849

 
Foreign currency translation gain (loss)
2,734

 
(48,474
)
 
(7,385
)
 
(100,323
)
 
Unrealized gain (loss) on derivative contracts
1,169

 
(1,788
)
 
(1,740
)
 
(2,544
)
 
Unrealized gain (loss) on pension benefit plans and post-retirement benefit plans
982

 
2,586

 
(652
)
 
5,586

 
Other comprehensive income (loss) before tax
4,885

 
(47,676
)
 
(9,777
)
 
(97,281
)
 
Income tax (expense) benefit related to components of
 
 
 
 
 
 
 
 
other comprehensive income (loss)
(594
)
 
164

 
441

 
(441
)
 
Other comprehensive income (loss), net of tax
4,291

 
(47,512
)
 
(9,336
)
 
(97,722
)
 
Comprehensive income attributable to Wabtec shareholders
$
86,719

 
$
51,669

 
$
257,740

 
$
199,127

 
 
The accompanying notes are an integral part of these statements.


5


WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Unaudited
 
Nine Months Ended
September 30,
In thousands, except per share data
2016
 
2015
 
 
 
 
Operating Activities
 
 
 
Net income attributable to Wabtec shareholders
$
267,076

 
$
296,849

Adjustments to reconcile net income to cash provided by operations:
 
 
 
Depreciation and amortization
49,375

 
48,167

Stock-based compensation expense
14,788

 
20,092

Loss on disposal of property, plant and equipment
151

 
1,804

Excess income tax benefits from exercise of stock options
(446
)
 
(2,683
)
Changes in operating assets and liabilities, net of acquisitions
 
 
 
Accounts receivable and unbilled accounts receivable
(38,362
)
 
(881
)
Inventories
2,301

 
(15,847
)
Accounts payable
(43,777
)
 
(80,701
)
Accrued income taxes
5,952

 
20,964

Accrued liabilities and customer deposits
(8,353
)
 
(12,911
)
Other assets and liabilities
(1,812
)
 
(19,547
)
Net cash provided by operating activities
246,893

 
255,306

Investing Activities
 
 
 
Purchase of property, plant and equipment
(31,676
)
 
(33,079
)
Proceeds from disposal of property, plant and equipment
140

 
354

Acquisitions of businesses, net of cash acquired
(84,355
)
 
(100,108
)
Deposit in escrow

 
(209,128
)
Net cash used for investing activities
(115,891
)
 
(341,961
)
Financing Activities
 
 
 
Proceeds from debt
346,000

 
390,300

Payments of debt
(215,850
)
 
(460,308
)
Purchase of treasury stock
(212,176
)
 
(22,336
)
Proceeds from exercise of stock options and other benefit plans
1,773

 
2,708

Excess income tax benefits from exercise of equity options
446

 
2,683

Payment of income tax withholding on share-based compensation
(9,006
)
 
(14,565
)
Cash dividends ($0.26 and $0.20 per share for the nine months
 
 
 
ended September 30, 2016 and 2015, respectively)
(23,523
)
 
(19,315
)
Net cash used for financing activities
(112,336
)
 
(120,833
)
Effect of changes in currency exchange rates
5,525

 
(10,120
)
Increase (Decrease) in cash
24,191

 
(217,608
)
Cash, beginning of period
226,191

 
425,849

Cash, end of period
$
250,382

 
$
208,241

 
The accompanying notes are an integral part of these statements.
 

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 (UNAUDITED)

1. BUSINESS
Westinghouse Air Brake Technologies Corporation (“Wabtec”) is one of the world’s largest providers of value-added, technology-based products and services for the global rail industry. Our products are found on virtually all U.S. locomotives, freight cars and passenger transit vehicles, as well as in more than 100 countries throughout the world. Our products enhance safety, improve productivity and reduce maintenance costs for customers, and many of our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles. Wabtec is a global company with operations in 21 countries. In the first nine months of 2016, about 52% of the Company’s revenues came from customers outside the U.S.

2. PROPOSED TRANSACTION WITH FAIVELEY TRANSPORT S.A.
On July 27, 2015, the Company announced plans to acquire all of the issued and outstanding shares of Faiveley Transport S.A. ("Faiveley Transport") under the terms of the Share Purchase Agreement and the Tender Offer Agreement. On October 24, 2016, the Company entered into amendments to the Share Purchase Agreement and the Tender Offer Agreement. Faiveley Transport is a leading global provider of value-added, integrated systems and services for the railway industry with annual sales of about $1.2 billion and more than 5,700 employees in 24 countries.  Faiveley Transport supplies railway manufacturers, operators and maintenance providers with a range of valued-added, technology-based systems and services in Energy & Comfort (air conditioning, power collectors and converters, and passenger information), Access & Mobility (passenger access systems and platform doors), and Brakes & Safety (braking systems and couplers). Upon completion of the Acquisition, Faiveley Transport will become a subsidiary of Wabtec. The Acquisition has not yet been consummated and may not close on these terms, if at all:
The transaction has been structured in three steps:
Wabtec has made an irrevocable offer to the owners of approximately 51% of Faiveley Transport’s shares for a purchase price of €100 per share, payable between 25% and 45% in cash at the election of those shareholders with the remainder in common stock.
Upon completion of required labor group consultations, on October 6, 2015, the 51% shareholders entered into a definitive share purchase agreement, which was amended on October 24, 2016, and Faiveley Transport entered into the Tender Offer Agreement with Wabtec.
Upon completing the share purchase under the Share Purchase Agreement, Wabtec will commence a tender offer for the remaining publicly traded Faiveley Transport shares. The public shareholders will have the option to elect to receive €100 per share in cash or Wabtec common stock. The common stock portion of the consideration is subject to a cap on issuance of Faiveley common shares that will be equivalent to the rates of cash and stock elected by the 51% owners. Wabtec intends to delist Faiveley Transport from Euronext after the tender offer if minority interests represent less than 5%.
The total purchase price offered is about $1.7 billion, including assumed debt, net of cash acquired.  Wabtec plans to fund the cash portion of the transaction with cash on hand (including cash held in escrow), existing credit facilities and new credit arrangements.  Prior to December 31, 2015, Wabtec set aside €186.9 million as an escrow deposit for the Faiveley Transport purchase. The combination of Wabtec and Faiveley Transport would create one of the world’s largest public rail equipment companies, with revenues of over $4.3 billion and a presence in all key freight rail and passenger transit geographies worldwide. 
Closing of the transaction is subject to various conditions, including completion of regulatory requirements. These steps are currently on-going and the timing of completion is unknown.

3. ACCOUNTING POLICIES
Basis of Presentation The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission and include the accounts of Wabtec and its majority owned subsidiaries. These condensed consolidated interim financial statements do not include all of the information and footnotes required for complete financial statements. In management’s opinion, these financial statements reflect all adjustments of a normal, recurring nature necessary for a fair

6


presentation of the results for the interim periods presented. Results for these interim periods are not necessarily indicative of results to be expected for the full year.
The Company operates on a four-four-five week accounting quarter, and the quarters end on or about March 31, June 30, September 30, and December 31.
The notes included herein should be read in conjunction with the audited consolidated financial statements included in Wabtec’s Annual Report on Form 10-K for the year ended December 31, 2015. The December 31, 2015 information has been derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
Revenue Recognition Revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 605 “Revenue Recognition.” Revenue is recognized when products have been shipped to the respective customers, title has passed and the price for the product has been determined.
In general, the Company recognizes revenues on long-term contracts based on the percentage of completion method of accounting. The units-of-delivery method or other input-based or output-based measures, as appropriate, are used to measure the progress toward completion of individual contracts. Contract revenues and cost estimates are reviewed and revised at a minimum quarterly and adjustments are reflected in the accounting period as such amounts are determined. Provisions are made currently for estimated losses on uncompleted contracts. Unbilled accounts receivables were $146.7 million and $103.8 million, customer deposits were $108.7 million and $106.1 million, and provisions for loss contracts were $13.9 million and $11.8 million at September 30, 2016 and December 31, 2015, respectively.
Pre-Production Costs Certain pre-production costs relating to long-term production and supply contracts have been deferred and will be recognized over the life of the contracts. Deferred pre-production costs were $28.1 million and $30.3 million at September 30, 2016 and December 31, 2015, respectively.
Reclassifications Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation. Refer to Recent Accounting Pronouncements below.
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.
Financial Derivatives and Hedging Activities As part of its risk management strategy, the Company utilizes derivative financial instruments to manage its exposure due to changes in foreign currencies and interest rates. For further information regarding financial derivatives and hedging activities, refer to Footnotes 13 and 14.
Foreign Currency Translation Assets and liabilities of foreign subsidiaries, except for the Company’s Mexican operations whose functional currency is the U.S. Dollar, are translated at the rate of exchange in effect on the balance sheet date while income and expenses are translated at the average rates of exchange prevailing during the period. Foreign currency gains and losses resulting from transactions and the translation of financial statements are recorded in the Company’s consolidated financial statements based upon the provisions of ASC 830 “Foreign Currency Matters.” The effects of currency exchange rate changes on intercompany transactions and balances of a long-term investment nature are accumulated and carried as a component of accumulated other comprehensive loss. The effects of currency exchange rate changes on intercompany transactions that are denominated in a currency other than an entity’s functional currency are charged or credited to earnings.
Non-controlling Interests In accordance with ASC 810 "Consolidation", the Company has classified non-controlling interests as equity on our condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015. Net income attributable to non-controlling interests for the three and nine months ended September 30, 2016 and 2015 was not material.
Recent Accounting Pronouncements In April 2015, the FASB issued Accounting Standards Update No. 2015-3, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-3”) which changes the presentation of debt issuance costs in financial statements to present such costs as a direct deduction from the related debt liability rather than as an asset.  ASU 2015-3 became effective for public companies during interim and annual reporting periods beginning after December 15, 2015.  The Company retrospectively adopted this ASU on January 1, 2016. The adoption of this ASU did not have a material impact to its consolidated financial statements.

7


In May 2014, the FASB issued ASU No. 2014-9, “Revenue from Contract with Customers.”  The ASU will supersede most of the existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer.  The new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity’s nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.  The Board voted to propose that the standard would take effect for reporting periods beginning after December 15, 2017 and that early adoption would be allowed as of the original effective date. The Company is currently evaluating the impact the pronouncement will have on its consolidated financial statements and related disclosures.
In March 2016, the FASB issued Accounting Standards Update No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (ASU 2016-09”). The ASU simplifies several aspects for the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASU is effective for public companies in the fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements.
Other Comprehensive Income Comprehensive income is defined as net income and all other non-owner changes in shareholders’ equity.
The changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2016 are as follows:
In thousands
Foreign
currency
translation
 
Derivative
contracts
 
Pension and
post
retirement
benefit plans
 
Total
Balance at December 31, 2015
$
(227,349
)
 
$
(2,987
)
 
$
(46,383
)
 
$
(276,719
)
Other comprehensive (loss) before reclassifications
(7,385
)
 
(2,192
)
 
(1,969
)
 
(11,546
)
Amounts reclassified from accumulated other
 
 
 
 
 
 
 
comprehensive income

 
883

 
1,327

 
2,210

Net current period other comprehensive (loss)
(7,385
)
 
(1,309
)
 
(642
)
 
(9,336
)
Balance at September 30, 2016
$
(234,734
)
 
$
(4,296
)
 
$
(47,025
)
 
$
(286,055
)
Reclassifications out of accumulated other comprehensive loss for the three months ended September 30, 2016 are as follows:
In thousands
Amount reclassified from
accumulated other
comprehensive income
 
Affected line item in the
Condensed Consolidated
Statements of Income
Amortization of defined pension and post retirement items
 
 
 
Amortization of initial net obligation and prior service cost
$
6

 
Cost of sales
Amortization of net loss
611

 
Cost of sales
 
617

 
Income from Operations
 
(175
)
 
Income tax expense
 
$
442

 
Net income
 
 
 
 
Derivative contracts
 
 
 
Realized loss on derivative contracts
$
338

 
Interest expense, net
 
(96
)
 
Income tax expense
 
$
242

 
Net income

8


Reclassifications out of accumulated other comprehensive loss for the nine months ended September 30, 2016 are as follows:
In thousands
Amount reclassified from
accumulated other
comprehensive income
 
Affected line item in the
Condensed Consolidated
Statements of Income
Amortization of defined pension and post retirement items
 
 
 
Amortization of initial net obligation and prior service cost
$
(801
)

Cost of sales
Amortization of net loss
2,702

 
Cost of sales
 
1,901

 
Income from Operations
 
(574
)

Income tax expense
 
$
1,327

 
Net income
 
 
 
 
Derivative contracts
 
 
 
Realized loss on derivative contracts
$
1,265

 
Interest expense, net
 
(382
)

Income tax expense
 
$
883

 
Net income


4. ACQUISITIONS
The Company has made the following acquisitions operating as a business unit or component of a business unit in the Freight Segment:
On May 5, 2016, the Company acquired Unitrac Railroad Materials ("Unitrac"), a leading designer and manufacturer of railroad products and track work services for a purchase price of approximately $14.4 million, net of cash acquired, resulting in preliminary goodwill of $1.0 million, all of which will be deductible for tax purposes.
On October 30, 2015, the Company acquired Relay Monitoring Systems PTY Ltd. ("RMS"), an Australian based manufacturer of electrical protection and control products for a purchase price of approximately $18.7 million, net of cash acquired, resulting in preliminary goodwill of $8.8 million, none of which will be deductible for tax purposes. 
On October 8, 2015, the Company acquired Track IQ, an Australian based manufacturer of wayside sensor systems for the global rail industry for a purchase price of approximately $9.3 million, net of cash acquired, resulting in preliminary goodwill of $6.3 million, all of which will be deductible for tax purposes.
On February 4, 2015, the Company acquired Railroad Controls L.P. ("RCL"), a provider of railway signal construction services, for a purchase price of approximately $78.0 million, net of cash acquired, resulting in goodwill of $14.8 million, all of which will be deductible for tax purposes.
The Company has made the following acquisitions operating as a business unit or component of a business unit in the Transit Segment:
On August 1, 2016, the Company acquired Gerken Group SA ("Gerken"), a manufacturer of specialty carbon and graphite products for rail and other industrial applications, for a purchase price of approximately $62.8 million, net of cash acquired, resulting in preliminary goodwill of $16.2 million, none of which will be deductible for tax purposes.
On June 17, 2015, the Company acquired Metalocaucho (“MTC”), a manufacturer of transit products, primarily rubber components for suspension and vibration control systems, for a purchase price of approximately $23.4 million, net of cash acquired, resulting in goodwill of $13.2 million, none of which will be deductible for tax purposes.
The acquisitions listed above include escrow deposits of $34.9 million, which act as security for indemnity and other claims in accordance with the purchase and related escrow agreements.

9


For the Gerken, Unitrac, RMS, and Track IQ 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 MTC and RCL acquisitions, the following table summarizes the final fair value of the assets acquired and liabilities assumed at the date of acquisition.
 
Gerken
 
Unitrac
 
RMS
 
Track IQ
 
MTC
 
RCL
In thousands
August 1,
2016
 
May 5,
2016
 
October 30,
2015
 
October 8,
2015
 
June 17,
2015
 
February 4,
2015
Current assets
$
33,003

 
$
12,526

 
$
3,605

 
$
660

 
$
10,348

 
$
16,421

Property, plant & equipment
7,667

 
1,768

 
1,378

 
172

 
1,450

 
12,136

Goodwill
16,191

 
998

 
8,847

 
6,333

 
13,198

 
14,787

Other intangible assets
32,098

 
1,230

 
8,621

 
3,246

 
7,650

 
40,403

Other assets
1,706

 

 

 

 
114

 

Total assets acquired
90,665

 
16,522

 
22,451

 
10,411

 
32,760

 
83,747

Total liabilities assumed
(27,818
)
 
(2,144
)
 
(3,741
)
 
(1,099
)
 
(9,400
)
 
(5,736
)
Net assets acquired
$
62,847

 
$
14,378

 
$
18,710

 
$
9,312

 
$
23,360

 
$
78,011

Of the $93.2 million of total acquired other intangible assets, $70.4 million was assigned to customer relationships, $15.8 million was assigned to trade names, $0.4 million was assigned to non-compete agreements, $1.4 million was assigned to customer backlog, and $5.2 million was assigned to intellectual property. The trade names were determined to have indefinite useful lives, while the intellectual property and customer relationships’ average useful lives are 20 years, and the non-compete useful life is five years.
The Company also made smaller acquisitions not listed above.
The following unaudited pro forma consolidated financial information presents income statement results as if the acquisitions listed above had occurred on January 1, 2015:
In thousands
Three Months Ended
September 30, 2016
 
Three Months Ended
September 30, 2015
 
Nine Months Ended September 30, 2016
 
Nine Months Ended September 30, 2015
Net sales
$
679,114

 
$
833,138

 
$
2,205,757

 
$
2,562,576

Gross profit
213,755

 
267,377

 
715,080

 
816,828

Net income attributable to Wabtec shareholders
82,848

 
101,766

 
270,368

 
304,568

Diluted earnings per share
 
 
 
 
 
 
 
As Reported
$
0.91

 
$
1.02

 
$
2.92

 
$
3.05

Pro forma
$
0.91

 
$
1.04

 
$
2.95

 
$
3.13

    
5. INVENTORIES
The components of inventory, net of reserves, were:
In thousands
September 30,
2016
 
December 31,
2015
Raw materials
$
200,020

 
$
180,128

Work-in-progress
174,570

 
171,217

Finished goods
121,408

 
127,229

Total inventories
$
495,998

 
$
478,574








6. INTANGIBLES
The change in the carrying amount of goodwill by segment for the nine months ended September 30, 2016 is as follows:

10


In thousands
Freight
Segment
 
Transit
Segment
 
Total
Balance at December 31, 2015
$
531,965

 
$
326,567

 
$
858,532

Adjustment to preliminary purchase allocation
1,091

 
1,038

 
2,129

Acquisitions
2,956

 
16,191

 
19,147

Foreign currency impact
(6,782
)
 
4,028

 
(2,754
)
Balance at September 30, 2016
$
529,230

 
$
347,824

 
$
877,054

As of September 30, 2016 and December 31, 2015, the Company’s trade names had a net carrying amount of $178.2 million and $167.4 million, respectively, and the Company believes these intangibles have indefinite lives.
Intangible assets of the Company, other than goodwill and trade names, consist of the following:
In thousands
September 30,
2016
 
December 31,
2015
Patents, non-compete and other intangibles, net of accumulated
 
 
 
amortization of $42,771 and $40,936
$
13,850

 
$
11,403

Customer relationships, net of accumulated amortization
 
 
 
of $82,462 and $70,493
265,208

 
261,751

Total
$
279,058

 
$
273,154

The weighted average remaining useful life of patents, customer relationships and other intangibles were 10 years, 16 years and 17 years, respectively. Amortization expense for intangible assets was $5.3 million and $16.1 million for three and nine months ended September 30, 2016, and $5.5 million and $16.0 million for the three and nine months ended September 30, 2015.
Amortization expense for the five succeeding years is estimated to be as follows:
Remainder of 2016
$
5,410

2017
20,424

2018
19,721

2019
19,016

2020
17,838


7. LONG-TERM DEBT
Long-term debt consisted of the following:
In thousands
September 30,
2016
 
December 31,
2015
4.375% Senior Notes, due 2023, net of unamortized
discount and debt issuance costs of $1,755 and $1,947
$
248,245

 
$
248,053

Revolving Credit Facility, net of unamortized
debt issuance costs of $3,711 and $1,542
571,289

 
443,458

Capital Leases
370

 
727

Total
819,904

 
692,238

Less - current portion
134

 
433

Long-term portion
$
819,770

 
$
691,805


2016 Refinancing Credit Agreement

11


On June 22, 2016, the Company amended its existing revolving credit facility with a consortium of commercial banks. This “2016 Refinancing Credit Agreement” provides the Company with a $1.2 billion, 5 year revolving credit facility and a $400.0 million delayed draw term loan (the “Term Loan”). The Company incurred approximately $2.9 million of deferred financing cost related to the 2016 Refinancing Credit Agreement. The facility expires on June 22, 2021. The 2016 Refinancing Credit Agreement borrowings bear variable interest rates indexed as described below. At September 30, 2016, the Company had available bank borrowing capacity, net of $22.5 million of letters of credit, of approximately $602.5 million, subject to certain financial covenant restrictions.
The Term Loan is available for advance on or after June 22, 2016 until December 31, 2016. The Company will incur a 10 basis point commitment fee from June 22, 2016 until the initial draw or cancellation of the Term Loan.
Under the 2016 Refinancing Credit Agreement, the Company may elect a Base Rate of interest for U.S. Dollar denominated loans or, for certain currencies,  an interest rate based on the London Interbank Offered Rate (“LIBOR”) of interest, or other rates appropriate for such currencies  (in any case, “the Alternate Rate”). The Base Rate adjusts on a daily basis and is the greater of the Federal Funds Effective Rate plus 0.5% per annum, the PNC, N.A. prime rate or the Daily LIBOR Rate plus 100 basis points, plus a margin that ranges from 0 to 75 basis points. The Alternate Rate is based on the quoted rates specific to the applicable currency, plus a margin that ranges from 75 to 175 basis points. Both the Base Rate and Alternate Rate margins are dependent on the Company’s consolidated total indebtedness to cash flow ratios. The initial Base Rate margin is 0 basis points and the Alternate Rate margin is 100 basis points.
At September 30, 2016, the weighted average interest rate on the Company’s variable rate debt was 1.53%.  On January 12, 2012, the Company entered into a forward starting interest rate swap agreement with a notional value of $150.0 million. The effective date of the interest rate swap agreement is July 31, 2013, and the termination date is November 7, 2016. The impact of the interest rate swap agreement converts a portion of the Company’s outstanding debt from a variable rate to a fixed-rate borrowing. During the term of the interest rate swap agreement the interest rate on the notional value will be fixed at 1.415% plus the Alternate Rate margin. On June 5, 2014, the Company entered into a forward starting interest rate swap agreement with a notional value of $150.0 million.  The effective date of the interest rate swap agreement is November 7, 2016, and the termination date is December 19, 2018.  The impact of the interest rate swap agreement converts a portion of the Company’s outstanding debt from a variable rate to a fixed-rate borrowing.  During the term of the interest rate swap agreement the interest rate on the notional value will be fixed at 2.56% plus the Alternate Rate margin.  As for these agreements, the Company is exposed to credit risk in the event of nonperformance by the counterparties.  However, since only the cash interest payments are exchanged, exposure is significantly less than the notional amount.  The counterparties are large financial institutions with excellent credit ratings and history of performance.  The Company currently believes the risk of nonperformance is negligible.
The 2016 Refinancing Credit Agreement limits the Company’s ability to declare or pay cash dividends and prohibits the Company from declaring or making other distributions, subject to certain exceptions. The 2016 Refinancing Credit Agreement contains various other covenants and restrictions including the following limitations: incurrence of additional indebtedness; mergers, consolidations, sales of assets and acquisitions; additional liens; sale and leasebacks; permissible investments, loans and advances; certain debt payments; and imposes a minimum interest expense coverage ratio of 3.0 and a maximum debt to cash flow ratio of 3.25. The Company is in compliance with the restrictions and covenants of the 2016 Refinancing Credit Agreement and does not expect that these measurements will limit the Company in executing our operating activities.
2013 Refinancing Credit Agreement
On December 19, 2013, the Company amended its then existing revolving credit facility with a consortium of commercial banks. This “2013 Refinancing Credit Agreement” provided the Company with an $800.0 million, five-year revolving credit facility. The Company incurred approximately $1.0 million of deferred financing cost related to the 2013 Refinancing Credit Agreement. The 2013 Refinancing Credit Agreement was replaced by the 2016 Refinancing Credit Agreement.
Under the 2013 Refinancing Credit Agreement, the Company could have elected a Base Rate of interest for U.S. Dollar denominated loans or, for certain currencies,  an interest rate based on the LIBOR of interest, or other rates appropriate for such currencies  (in any case, “the Alternate Rate”). The Base Rate adjusted on a daily basis and was the greater of the Federal Funds Effective Rate plus 0.5% per annum, the PNC, N.A. prime rate or the Daily LIBOR Rate plus 100 basis points, plus a margin that ranged from 0 to 75 basis points. The Alternate Rate was based on the quoted rates specific to the applicable currency, plus a margin that ranged from 75 to 175 basis points. Both the Base Rate and Alternate Rate margins were dependent on the Company’s consolidated total indebtedness to cash flow ratios.
4.375% Senior Notes Due August 2023

12


In August 2013, the Company issued $250.0 million of Senior Notes due in 2023 (the “2013 Notes”).  The 2013 Notes were issued at 99.879% of face value.  Interest on the 2013 Notes accrues at a rate of 4.375% per annum and is payable semi-annually on February 15 and August 15 of each year.  The proceeds were used to repay debt outstanding under the Company’s existing credit agreement, and for general corporate purposes.  The principal balance is due in full at maturity.  The Company incurred $2.6 million of deferred financing costs related to the issuance of the 2013 Notes.  
The 2013 Notes are senior unsecured obligations of the Company and rank pari passu with all existing and future senior debt and senior to all existing and future subordinated indebtedness of the Company. The indenture under which the 2013 Notes were issued contains covenants and restrictions which limit among other things, the following: the incurrence of indebtedness, payment of dividends and certain distributions, sale of assets, change in control, mergers and consolidations and the incurrence of liens.
The Company is in compliance with the restrictions and covenants in the indenture under which the 2013 Notes were issued and expects that these restrictions and covenants will not be any type of limiting factor in executing our operating activities.

8. EMPLOYEE BENEFIT PLANS
Defined Benefit Pension Plans
The Company sponsors defined benefit pension plans that cover certain U.S., Canadian, German and United Kingdom employees and which provide benefits of stated amounts for each year of service of the employee.
The Company uses a December 31 measurement date for the plans.
The following tables provide information regarding the Company’s defined benefit pension plans summarized by U.S. and international components.
 
U.S.
 
International
 
Three Months Ended
September 30,
 
Three Months Ended
September 30,
In thousands, except percentages
2016
 
2015
 
2016
 
2015
Net periodic benefit cost
 
 
 
 
 
 
 
Service cost
$
84

 
$
95

 
$
258

 
$
506

Interest cost
369

 
479

 
1,257

 
1,801

Expected return on plan assets
(519
)
 
(542
)
 
(2,437
)
 
(2,434
)
Net amortization/deferrals
229

 
266

 
397

 
655

Net periodic benefit (credit) cost
$
163

 
$
298

 
$
(525
)
 
$
528

Assumptions
 
 
 
 
 
 
 
Discount Rate
4.21
%
 
3.95
%
 
3.56
%
 
3.48
%
Expected long-term rate of return
5.70
%
 
5.70
%
 
5.81
%
 
5.79
%
Rate of compensation increase
3.00
%
 
3.00
%
 
3.10
%
 
3.10
%

 
U.S.
 
International
 
Nine Months Ended
September 30,
 
Nine Months Ended
September 30,
In thousands, except percentages
2016
 
2015
 
2016
 
2015
Net periodic benefit cost
 
 
 
 
 
 
 
Service cost
$
252

 
$
285

 
$
986

 
$
1,518

Interest cost
1,107

 
1,437

 
4,193

 
5,391

Expected return on plan assets
(1,557
)
 
(1,626
)
 
(7,723
)
 
(7,284
)
Net amortization/deferrals
687

 
798

 
1,452

 
1,962

Curtailment loss recognized

 

 
240

 

Net periodic benefit (credit) cost
$
489

 
$
894

 
$
(852
)
 
$
1,587


13


Assumptions
 
 
 
 
 
 
 
Discount Rate
4.21
%
 
3.95
%
 
3.56
%
 
3.48
%
Expected long-term rate of return
5.70
%
 
5.70
%
 
5.81
%
 
5.79
%
Rate of compensation increase
3.00
%
 
3.00
%
 
3.10
%
 
3.10
%

The Company’s funding methods are based on governmental requirements and differ from those methods used to recognize pension expense. The Company expects to contribute $6.6 million to the international plans and does not expect to make a contribution to the U.S. plans during 2016.
Post Retirement Benefit Plans
In addition to providing pension benefits, the Company has provided certain unfunded postretirement health care and life insurance benefits for a portion of North American employees. The Company is not obligated to pay health care and life insurance benefits to individuals who had retired prior to 1990.
The Company uses a December 31 measurement date for all post retirement plans.
The following tables provide information regarding the Company’s postretirement benefit plans summarized by U.S. and international components.
 
U.S.
 
International
 
Three Months Ended
September 30,
 
Three Months Ended
September 30,
In thousands, except percentages
2016
 
2015
 
2016
 
2015
Net periodic benefit cost
 
 
 
 
 
 
 
Service cost
$
1

 
$
2

 
$
7

 
$
11

Interest cost
97

 
308

 
25

 
35

Net amortization/deferrals
(105
)
 
(234
)
 
(9
)
 
(10
)
Net periodic (credit) benefit cost
$
(7
)
 
$
76

 
$
23

 
$
36

Assumptions
 
 
 
 
 
 
 
Discount Rate
3.95
%
 
3.95
%
 
3.90
%
 
3.96
%

 
U.S.
 
International
 
Nine Months Ended
September 30,
 
Nine Months Ended
September 30,
In thousands, except percentages
2016
 
2015
 
2016
 
2015
Net periodic benefit cost
 
 
 
 
 
 
 
Service cost
$
3

 
$
6

 
$
21

 
$
33

Interest cost
291

 
924

 
75

 
105

Net amortization/deferrals
(315
)
 
(702
)
 
(27
)
 
(29
)
Net periodic (credit) benefit cost
$
(21
)
 
$
228

 
$
69

 
$
109

Assumptions
 
 
 
 
 
 
 
Discount Rate
3.95
%
 
3.95
%
 
3.90
%
 
3.96
%


At December 31, 2015, the Company changed the method it uses to estimate the service and interest cost components of net periodic benefit cost for pension and other postretirement benefit costs for all of its U.S. and International plans. Historically, the service and interest cost components were estimated using a single weighted-average discount rate derived from the yield curve used to measure the projected benefit obligation at the beginning of the period. The Company has elected to utilize an approach that discounts the individual expected cash flows underlying the service and interest cost using the applicable spot rates derived from the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The Company made this change to improve the correlation between projected benefit cash flows and the

14


corresponding yield curve spot rates and to provide a more precise measurement of service and interest costs. The Company estimates the service and interest cost of the pension and OPEB plans will be reduced by approximately $1.6 million in 2016 as a result of this change. The Company has accounted for this change as a change in accounting estimate that is inseparable from a change in accounting principle and accordingly has accounted for it prospectively.

9. STOCK-BASED COMPENSATION
As of September 30, 2016, the Company maintains employee stock-based compensation plans for stock options, restricted stock, and incentive stock units as governed by the 2011 Stock Incentive Compensation Plan (the “2011 Plan”) and the 2000 Stock Incentive Plan, as amended (the “2000 Plan”). The 2011 Plan has a 10-year term through March 27, 2021 and provides a maximum of 3,800,000 shares for grants or awards. The 2011 Plan was approved by stockholders of Wabtec on May 11, 2011. The Company also maintains a Non-Employee Directors’ Fee and Stock Option Plan (“the Directors Plan”).
Stock-based compensation expense was $14.8 million and $20.1 million for the nine months ended September 30, 2016 and 2015, respectively. Included in stock-based compensation expense for the nine months ended September 30, 2016 is $1.3 million of expense related to stock options, $4.5 million related to non-vested restricted stock, $2.2 million related to restricted stock units, $5.9 million related to incentive stock units and $0.9 million related to units issued for Directors’ fees. At September 30, 2016, unamortized compensation expense related to those stock options, non-vested restricted shares units and incentive stock units expected to vest totaled $25.8 million and will be recognized over a weighted average period of 1.4 years.
Stock Options Stock options are granted to eligible employees and directors at the fair market value, which is the average of the high and low Wabtec stock price on the date of grant. Under the 2011 Plan and the 2000 Plan, options become exercisable over a four-year vesting period and expire 10 years from the date of grant.

15


The following table summarizes the Company’s stock option activity and related information for the 2011 Plan, the 2000 Plan and the Directors Plan for the nine months ended September 30, 2016:
 
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

 
 
 
1,906

Exercised
(72,746
)
 
26.57

 
 
 
4,007

Canceled
(8,825
)
 
71.47

 
 
 
90

Outstanding at September 30, 2016
1,109,867

 
35.23

 
4.5
 
51,518

Exercisable at September 30, 2016
896,486

 
27.22

 
3.7
 
48,799

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:
 
Nine Months Ended
September 30,
 
2016
 
2015
Dividend yield
0.26
%
 
0.14
%
Risk-free interest rate
1.47
%
 
1.82
%
Stock price volatility
26.9
%
 
27.3
%
Expected life (years)
5.0

 
5.0

The dividend yield is based on the Company’s dividend rate and the current market price of the underlying common stock at the date of grant. Expected life in years is determined from historical stock option exercise data. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free interest rate is based on the U.S. Treasury bond rates for the expected life of the option.
Restricted Stock, Restricted Units and Incentive Stock Beginning in 2006, the Company adopted a restricted stock program. As provided for under the 2011 and 2000 Plans, eligible employees are granted restricted stock that generally vests over four years from the date of grant. Under the Directors Plan, restricted stock units vest one year from the date of grant.
In addition, the Company has issued incentive stock units to eligible employees that vest upon attainment of certain cumulative three year performance goals. Based on the Company’s performance for each three-year period then ended, the incentive stock units can vest and be awarded ranging from 0% to 200% of the initial incentive stock units granted. The incentive stock units included in the table below represent the number of shares that are expected to vest based on the Company’s estimate for meeting those established performance targets. As of September 30, 2016, the Company estimates that it will achieve 119%, 92% and 92% for the incentive stock awards expected to vest based on performance for the three-year periods ending December 31, 2016, 2017, and 2018, respectively, and has recorded incentive compensation expense accordingly. If our estimate of the number of these stock units expected to vest changes in a future accounting period, cumulative compensation expense could increase or decrease and will be recognized in the current period for the elapsed portion of the vesting period and would change future expense for the remaining vesting period.
Compensation expense for the non-vested restricted stock and incentive stock units is based on the average of the high and low Wabtec stock price on the date of grant and recognized over the applicable vesting period.

16


The following table summarizes the restricted stock activity and related information for the 2011 Plan, the 2000 Plan and the Directors Plan, and incentive stock units activity for the 2011 Plan and the 2000 Plan with related information for the nine months ended September 30, 2016:
 
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
144,525

 
167,850

 
62.24

Vested
(159,875
)
 
(236,591
)
 
51.79

Adjustment for incentive stock awards expected to vest

 
(38,164
)
 
74.42

Canceled
(12,915
)
 
(9,983
)
 
71.40

Outstanding at September 30, 2016
328,620

 
424,750

 
71.18


10. INCOME TAXES
The overall effective income tax rate was 28.5% and 29.7% for the three and nine months ended September 30, 2016, respectively, and 31.5% and 31.9% for the three and nine months ended September 30, 2015, respectively.  For the three and nine months ended September 30, 2016, the decrease in the effective rate is primarily the result of a lower earnings mix in higher tax rate jurisdictions as well as a favorable adjustment for tax benefits related to uncertain tax positions due to the expiration of certain statutes of limitation.   
As of September 30, 2016 and December 31, 2015, the liability for income taxes associated with uncertain tax positions was $9.5 million, of which $4.3 million, if recognized, would favorably affect the Company’s effective tax rate.
The Company includes interest and penalties related to uncertain tax positions in income tax expense. As of September 30, 2016, the total accrued interest and penalties are $1.6 million and $2.0 million, respectively.  As of December 31, 2015, the total accrued interest and penalties were $2.0 million and $0.2 million, respectively.
At this time, the Company believes that it is reasonably possible that unrecognized tax benefits of approximately $1.1 million may change within the next 12 months due to the expiration of statutory review periods and current examinations.  With limited exceptions, the Company is no longer subject to examination by various U.S. and foreign taxing authorities for years before 2012.


17


11. EARNINGS PER SHARE
The computation of basic and diluted earnings per share for net income attributable to Wabtec shareholders is as follows:
 
Three Months Ended
September 30,
In thousands, except per share data
2016
 
2015
Numerator
 
 
 
Numerator for basic and diluted earnings per common
   share - net income attributable
 
 
 
to Wabtec shareholders
$
82,428

 
$
99,181

Less: dividends declared - common shares
   and non-vested restricted stock
(8,958
)
 
(7,735
)
Undistributed earnings
73,470

 
91,446

Percentage allocated to common shareholders (1)
99.7
%
 
99.7
%
 
73,250

 
91,172

Add: dividends declared - common shares
8,933

 
7,713

Numerator for basic and diluted earnings per
   common share
$
82,183

 
$
98,885

Denominator
 
 
 
Denominator for basic earnings per common
   share - weighted average shares
89,589

 
96,369

Effect of dilutive securities:
 
 
 
Assumed conversion of dilutive stock-based
   compensation plans
704

 
999

Denominator for diluted earnings per common share -
 
 
 
adjusted weighted average shares and assumed conversion
90,293

 
97,368

Net income per common share attributable to
   Wabtec shareholders
 
 
 
Basic
$
0.92

 
$
1.03

Diluted
$
0.91

 
$
1.02

(1) Basic weighted-average common shares outstanding
89,589

 
96,369

Basic weighted-average common shares outstanding and
   non-vested restricted stock expected to vest
89,838

 
96,647

Percentage allocated to common shareholders
99.7
%
 
99.7
%


18


 
Nine Months Ended
September 30,
In thousands, except per share data
2016
 
2015
Numerator
 
 
 
Numerator for basic and diluted earnings per common
   share - net income attributable
 
 
 
to Wabtec shareholders
$
267,076

 
$
296,849

Less: dividends declared - common shares
   and non-vested restricted stock
(23,523
)
 
(19,315
)
Undistributed earnings
243,553

 
277,534

Percentage allocated to common shareholders (1)
99.7
%
 
99.7
%
 
242,822

 
276,701

Add: dividends declared - common shares
23,452

 
19,250

Numerator for basic and diluted earnings per
   common share
$
266,274

 
$
295,951

Denominator
 
 
 
Denominator for basic earnings per common
   share - weighted average shares
90,546

 
96,135

Effect of dilutive securities:
 
 
 
Assumed conversion of dilutive stock-based
   compensation plans
770

 
1,027

Denominator for diluted earnings per common share -
 
 
 
adjusted weighted average shares and assumed conversion
91,316

 
97,162

Net income per common share attributable to
   Wabtec shareholders
 
 
 
Basic
$
2.94

 
$
3.08

Diluted
$
2.92

 
$
3.05

(1) Basic weighted-average common shares outstanding
90,546

 
96,135

Basic weighted-average common shares outstanding and
   non-vested restricted stock expected to vest
90,819

 
96,462

Percentage allocated to common shareholders
99.7
%
 
99.7
%

The Company’s non-vested restricted stock contains rights to receive nonforfeitable dividends, and thus, are participating securities requiring the two-class method of computing earnings per share. The calculation of earnings per share for common stock shown above excludes the income attributable to the non-vested restricted stock from the numerator and excludes the dilutive impact of those shares from the denominator.

12. WARRANTIES
The following table reconciles the changes in the Company’s product warranty reserve as follows:
In thousands
2016
 
2015
Balance at beginning of year
$
92,064

 
$
87,849

Warranty expense
22,788

 
21,615

Acquisitions
7,571

 
6,001

Warranty claim payments
(27,693
)
 
(18,961
)
Foreign currency impact/other
(620
)
 
(1,554
)
Balance at September 30
$
94,110

 
$
94,950





19



13. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING
Foreign Currency Hedging The Company uses forward contracts to mitigate its foreign currency exchange rate exposure due to forecasted sales of finished goods and future settlement of foreign currency denominated assets and liabilities. Derivatives used to hedge forecasted transactions and specific cash flows associated with foreign currency denominated financial assets and liabilities that meet the criteria for hedge accounting are designated as cash flow hedges. The effective portion of gain and losses is deferred as a component of accumulated other comprehensive income and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item. At September 30, 2016, the Company had outstanding foreign exchange contracts with a notional value of $8.0 million. The fair value of these hedges was a net liability of $0.6 million at September 30, 2016. The notional amount and fair value of foreign exchange contracts at December 31, 2015 was not material. The contracts are scheduled to mature within two years. For the nine months ended September 30, 2016, the amount reclassified into income was $0.5 million.
Interest Rate Hedging The Company uses interest rate swaps to manage interest rate exposures. The Company is exposed to interest rate volatility with regard to existing floating rate debt. Primary exposure includes the London Interbank Offered Rates (LIBOR). Derivatives used to hedge risk associated with changes in the fair value of certain variable-rate debt are primarily designated as fair value hedges. Consequently, changes in the fair value of these derivatives, along with changes in the fair value of debt obligations are recognized in current period earnings. See long-term debt footnote fair value measurement footnote for further information on current interest rate swaps.
As of September 30, 2016, the Company has recorded a current liability of $5.7 million and an accumulated other comprehensive loss of $3.4 million, net of tax, related to these agreements.
Other Activities The Company enters into certain derivative contracts in accordance with its risk management strategy that do not meet the criteria for hedge accounting but which have the impact of largely mitigating foreign currency exposure. At September 30, 2016, the Company maintained foreign currency contracts with a notional value of $24.1 million. These foreign exchange contracts are accounted for on a full mark to market basis through earnings, with gains and losses recorded as a component of other expense, net. The net unrealized loss related to these contracts was $0.5 million for the nine months ended September 30, 2016. The notional amount and fair value of foreign exchange contracts that did not meet the criteria for hedge accounting at December 31, 2015 was not material. These contracts are scheduled to mature within one year.

14. FAIR VALUE MEASUREMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value and explains the related disclosure requirements. ASC 820 indicates, among other things, that a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability and defines fair value based upon an exit price model.
Valuation Hierarchy ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
The following table provides the liabilities carried at fair value measured on a recurring basis as of September 30, 2016, which are included in other current liabilities on the Condensed Consolidated Balance sheet:
 
 
 
Fair Value Measurements at September 30, 2016 Using
In thousands
Total Carrying
Value at
September 30,
2016
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Interest rate swap agreements
$
5,708

 
$

 
$
5,708

 
$

Total
$
5,708

 
$

 
$
5,708

 
$

The following table provides the liabilities carried at fair value measured on a recurring basis as of December 31, 2015, which is included in other current liabilities on the Condensed Consolidated Balance sheet:

20


 
 
 
Fair Value Measurements at December 31, 2015 Using
In thousands
Total Carrying
Value at
December 31,
2015
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Interest rate swap agreements
$
4,474

 
$

 
$
4,474

 
$

Total
$
4,474

 
$

 
$
4,474

 
$

To reduce the impact of interest rate changes on a portion of its variable-rate debt, the Company entered into interest rate swaps which effectively converted a portion of the debt from variable to fixed-rate borrowings during the term of the swap contracts. For certain derivative contracts whose fair values are based upon trades in liquid markets, such as interest rate swaps, valuation model inputs can generally be verified and valuation techniques do not involve significant management judgment. The fair values of such financial instruments are generally classified within Level 2 of the fair value hierarchy.
As a result of our global operating activities the Company is exposed to market risks from changes in foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, the Company minimizes these risks through entering into foreign currency forward contracts. The foreign currency forward contracts are valued using broker quotations, or market transactions in either the listed or over-the counter markets. As such, these derivative instruments are classified within Level 2.
The Company’s cash and cash equivalents are highly liquid investments purchased with an original maturity of three months or less and are considered Level 1 on the fair value valuation hierarchy. The fair value of cash and cash equivalents approximated the carrying value at September 30, 2016 and December 31, 2015. The Company’s defined benefit pension plan assets consist primarily of equity security funds, debt security funds and temporary cash and cash equivalent investments. Generally, all plan assets are considered Level 2 based on the fair value valuation hierarchy. These investments are comprised of a number of investment funds that invest in a diverse portfolio of assets including equity securities, corporate and governmental bonds, and money markets.  Trusts are valued at the net asset value (“NAV”) as determined by their custodian.  NAV represent the accumulation of the unadjusted quoted close prices on the reporting date for the underlying investments divided by the total shares outstanding at the reporting dates.  The 2013 Notes are considered Level 2 based on the fair value valuation hierarchy.
The estimated fair values and related carrying values of the Company’s financial instruments are as follows:
 
September 30, 2016
 
December 31, 2015
In thousands
Carry
Value
 
Fair
Value
 
Carry
Value
 
Fair
Value
Interest rate swap agreement
$
5,708

 
$
5,708

 
$
4,474

 
$
4,474

4.375% Senior Notes
248,245

 
267,613

 
248,053

 
254,075

The fair value of the Company’s interest rate swap agreements and the 2013 Notes were based on dealer quotes and represent the estimated amount the Company would pay to the counterparty to terminate the agreement.

15. COMMITMENTS AND CONTINGENCIES
Claims have been filed against the Company and certain of its affiliates in various jurisdictions across the United States by persons alleging bodily injury as a result of exposure to asbestos-containing products. Further information and detail on these claims is described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, in Note 19 therein, filed on February 19, 2016. During the first nine months of 2016, there were no material changes to the information described in the Form 10-K.
From time to time, the Company is involved in litigation related to claims arising out of the Company's operations in the ordinary course of business, including claims based on product liability, contracts, intellectual property, or other causes of action. Further information and detail on any potentially material litigation is as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, in Note 19 therein, filed on February 19, 2016. Except as described below, there have been no material changes to the information described in the Form 10-K.
On April 21, 2016, Siemens Industry, Inc. (Siemens) filed a lawsuit against the Company in federal district court in Delaware alleging that the Company has infringed seven (7) patents owned by Siemens, all of which are related to Positive

21


Train Control technology. Wabtec filed its answer to the complaint on June 17, 2016. The case is in a very preliminary stage. Wabtec believes the claims are without merit and intends to vigorously defend itself.

16. SEGMENT INFORMATION
Wabtec has two reportable segments—the Freight Segment and the Transit Segment. The key factors used to identify these reportable segments are the organization and alignment of the Company’s internal operations, the nature of the products and services, and customer type. The business segments are:
Freight Segment primarily manufactures and services components for new and existing freight cars and locomotives, builds new switcher locomotives, rebuilds freight locomotives, supplies railway electronics, positive train control equipment, signal design and engineering services, friction products, and provides related heat exchange and cooling systems. Customers include large, publicly traded railroads, leasing companies, manufacturers of original equipment such as locomotives and freight cars, and utilities.
Transit Segment primarily manufactures and services components for new and existing passenger transit vehicles, typically subway cars and buses, builds new commuter locomotives, friction products, and refurbishes subway cars. Customers include public transit authorities and municipalities, leasing companies, and manufacturers of subway cars and buses around the world.
The Company evaluates its business segments’ operating results based on income from operations. Corporate activities include general corporate expenses, elimination of intersegment transactions, interest income and expense and other unallocated charges. Since certain administrative and other operating expenses have not been allocated to business segments, the results in the following tables are not necessarily a measure computed in accordance with generally accepted accounting principles and may not be comparable to other companies.
Segment financial information for the three months ended September 30, 2016 is as follows:
In thousands
Freight
Segment
 
Transit
Segment
 
Corporate
Activities and
Elimination
 
Total
Sales to external customers
$
361,998

 
$
313,576

 
$

 
$
675,574

Intersegment sales/(elimination)
10,341

 
1,823

 
(12,164
)
 

Total sales
$
372,339

 
$
315,399

 
$
(12,164
)
 
$
675,574

Income (loss) from operations
$
77,999

 
$
51,164

 
$
(9,067
)
 
$
120,096

Interest expense and other, net

 

 
(4,869
)
 
(4,869
)
Income (loss) from operations before income taxes
$
77,999

 
$
51,164

 
$
(13,936
)
 
$
115,227

Segment financial information for the three months ended September 30, 2015 is as follows:
In thousands
Freight
Segment
 
Transit
Segment
 
Corporate
Activities and
Elimination
 
Total
Sales to external customers
$
507,173

 
$
302,354

 
$

 
$
809,527

Intersegment sales/(elimination)
9,025

 
7,111

 
(16,136
)
 

Total sales
$
516,198

 
$
309,465

 
$
(16,136
)
 
$
809,527

Income (loss) from operations
$
119,930

 
$
38,772

 
$
(6,624
)
 
$
152,078

Interest expense and other, net

 

 
(7,288
)
 
(7,288
)
Income (loss) from operations before income taxes
$
119,930

 
$
38,772

 
$
(13,912
)
 
$
144,790


22


Segment financial information for the nine months ended September 30, 2016 is as follows:
In thousands
Freight
Segment
 
Transit
Segment
 
Corporate
Activities and
Elimination
 
Total
Sales to external customers
$
1,201,734

 
$
969,472

 
$

 
$
2,171,206

Intersegment sales/(elimination)
29,765

 
7,606

 
(37,371
)
 

Total sales
$
1,231,499

 
$
977,078

 
$
(37,371
)
 
$
2,171,206

Income (loss) from operations
$
276,990

 
$
148,321

 
$
(29,750
)
 
$
395,561

Interest expense and other, net

 

 
(15,784
)
 
(15,784
)
Income (loss) from operations before income taxes
$
276,990

 
$
148,321

 
$
(45,534
)
 
$
379,777

Segment financial information for the nine months ended September 30, 2015 is as follows:
In thousands
Freight
Segment
 
Transit
Segment
 
Corporate
Activities and
Elimination
 
Total
Sales to external customers
$
1,553,734

 
$
921,415

 
$

 
$
2,475,149

Intersegment sales/(elimination)
26,982

 
8,227

 
(35,209
)
 

Total sales
$
1,580,716

 
$
929,642

 
$
(35,209
)
 
$
2,475,149

Income (loss) from operations
$
356,731

 
$
117,709

 
$
(18,082
)
 
$
456,358

Interest expense and other, net

 

 
(20,388
)
 
(20,388
)
Income (loss) from operations before income taxes
$
356,731

 
$
117,709

 
$
(38,470
)
 
$
435,970

Sales by product are as follows:
 
Three Months Ended
September 30,
In thousands
2016
 
2015
Specialty Products & Electronics
$
334,349

 
$
433,260

Brake Products
134,900

 
148,552

Remanufacturing, Overhaul & Build
129,264

 
146,424

Other Transit Products
44,996

 
45,547

Other
32,065

 
35,744

Total sales
$
675,574

 
$
809,527


 
Nine Months Ended
September 30,
In thousands
2016
 
2015
Specialty Products & Electronics
$
1,051,806

 
$
1,307,089

Remanufacturing, Overhaul & Build
444,278

 
437,101

Brake Products
428,785

 
472,855

Other Transit Products
143,434

 
143,214

Other
102,903

 
114,890

Total sales
$
2,171,206

 
$
2,475,149










23



17. OTHER INCOME (EXPENSE), NET
The components of other income (expense) are as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended September 30,
In thousands
2016
 
2015
 
2016
 
2015
Foreign currency gain (loss)
$
880

 
$
(3,058
)
 
$
(488
)
 
$
(6,993
)
Other miscellaneous income (expense)
308

 
121

 
601

 
(697
)
Total other income (expense), net
$
1,188

 
$
(2,937
)
 
$
113

 
$
(7,690
)

18. SUBSEQUENT EVENTS

On November 3, 2016, the Company issued $750.0 million of Senior Notes due in 2026 (the “2016 Notes”).  The 2016 Notes were issued at 99.965% of face value.  Interest on the 2016 Notes accrues at a rate of 3.45% per annum and is payable semi-annually on May 15 and November 15 of each year.  The proceeds will be used to pay the cash portion of the Faiveley Transport acquisition, refinance Faiveley Transport's outstanding indebtedness, and for general corporate purposes.  The principal balance is due in full at maturity. 
               
The 2016 Notes are senior unsecured obligations of the Company and rank pari passu with all existing and future senior debt and senior to all existing and future subordinated indebtedness of the Company.  The indenture under which the 2016 Notes were issued contains covenants and restrictions which limit among other things the following: the incurrence of indebtedness, payment of dividends and certain distributions, sale of assets, change in control, mergers and consolidations and the incurrence of liens. The Company is in compliance with the restrictions and covenants in the indenture under which the 2016 Notes were issued and expects that these restrictions and covenants will not be any type of limiting factor in executing our operating activities.

24


Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the information in the unaudited condensed consolidated financial statements and notes thereto included herein and Westinghouse Air Brake Technologies Corporation’s Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 19, 2016.
OVERVIEW
Wabtec is one of the world’s largest providers of value-added, technology-based products and services for the global rail industry. Our products are found on virtually all U.S. locomotives, freight cars and passenger transit vehicles, as well as in more than 100 countries throughout the world. Our products enhance safety, improve productivity and reduce maintenance costs for customers, and many of our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles. Wabtec is a global company with operations in 21 countries. In the first nine months of 2016, about 52% of the Company’s revenues came from customers outside the U.S.
Management Review and Future Outlook
Wabtec’s long-term financial goals are to generate cash flow from operations in excess of net income, maintain a strong credit profile while minimizing our overall cost of capital, increase margins through strict attention to cost controls and implementation of the Wabtec Performance System, and increase revenues through a focused growth strategy, including global and market expansion, new products and technologies, aftermarket products and services and acquisitions. In addition, management evaluates the Company’s current operational performance through measures such as quality and on-time delivery.
The Company monitors a variety of factors and statistics to gauge activity in key freight rail and passenger transit markets such as North and South America, Europe and Asia-Pacific. In these and other markets, the freight rail industry is largely driven by general economic conditions, which can cause fluctuations in rail traffic and the level of investment spending by railroads and governments to expand, upgrade, and modernize their networks. Based on those fluctuations, railroads and governments can increase or decrease purchases of new locomotives and freight cars, and spending on rail-related infrastructure. The passenger transit industry is driven mainly by the spending of government agencies and authorities as they maintain, expand and modernize their transit systems. In doing so, they will increase or decrease spending on new locomotives, transit/subway cars, buses and related infrastructure. Fare box revenues, the fees paid by riders to use public transit, also provide funding for maintaining and operating the systems. Many government entities at all levels are facing budget issues, which could have a negative effect on demand for the Company’s products and services.
In North America, the Association of American Railroads ("AAR") compiles freight rail industry statistics such as carloadings, generally referred to as “rail traffic,” and the Railway Supply Institute ("RSI") releases data on freight car orders, deliveries, and backlog. Through the first nine months of 2016, rail traffic in North America was down about 7%. According to the RSI, at the end of the third quarter of 2016, the industry multi-year backlog of freight cars on order was about 78,000, slightly lower than at the end of the second quarter of 2016. In 2015, deliveries of new freight cars and locomotives were about 82,000 units and 1,200 units, respectively. In 2016, the Company expects the deliveries of new freight cars and locomotives to be approximately 60,000 units and 900 units, respectively. Future demand depends largely on the strength in the overall economy and in rail traffic volumes.
The American Public Transportation Association ("APTA") provides quarterly transit ridership statistics for the U.S. and Canada. For the first quarter of 2016 ridership was up slightly in the U.S. and down slightly in Canada. In the fourth quarter of 2015, the U.S. Congress passed a new, five-year transportation funding bill, which includes annual spending increases and some funding for Positive Train Control (“PTC”) projects. The Company expects deliveries of new subway cars to increase in 2016, while bus deliveries are expected to be about the same compared to 2015.
In 2008, the U.S. federal government enacted a rail safety bill that mandates the use of PTC technology, which includes on-board locomotive computer and related software, on a majority of the locomotives and track in the U.S. With our Electronic Train Management System®, we are the leading supplier of this on-board train control equipment, and we are

25


working with the U.S. Class I railroads, commuter rail authorities and other industry suppliers to implement this technology. In 2015, the U.S. Congress extended the deadline for PTC implementation until December 31, 2018, which has slowed the rate of industry spending on this technology. Wabtec’s Train Control and Signaling revenue, which includes PTC, was about $259 million for the nine months ended September 30, 2016.
Wabtec continues to expand its presence in freight rail and passenger transit markets outside the U.S., particularly in Europe, Asia-Pacific and South America. In Europe, the majority of the rail system serves the passenger transit market, which is larger than the transit market in the U.S. Our presence in the U.K., Germany and Italy has positioned the Company to take advantage of this market. Asia-Pacific is a growth market and our various joint ventures and direct exports to China have positioned the Company to take advantage of this growth. Important freight rail markets include Australia, Brazil, Russia and South Africa.
Current conditions in these international markets vary based on general economic factors and specific freight rail and passenger transit drivers, as mentioned above. In its most recent quarterly data, the Office of Rail Regulation in the U.K. reported an increase in passenger ridership of 1.6% and an 8.4% decrease in freight moved, mainly due to reduced shipments of coal. In Germany, the government statistics bureau reported a 2% increase for passenger rail and bus ridership in the first half of 2016. Russian Railways announced a decrease of 0.4% in passenger ridership in the first nine months of 2016 compared to the year-ago period, and it said freight tons loaded were 1.3% higher than the year-ago period.
In 2016 and beyond, general economic and market conditions in our key markets could have an impact on our sales and operations. To the extent that these factors cause instability of capital and debt markets, shortages of raw materials or component parts, longer sales cycles, deferral or delay of customer orders or an inability to market our products effectively, our business and results of operations could be materially adversely affected. In addition, we face risks associated with our four-point growth strategy including the level of investment that customers are willing to make in new technologies developed by the industry and the Company, and risks inherent in global expansion. When necessary, we will modify our financial and operating strategies to reflect changes in market conditions and risks.

PROPOSED TRANSACTION WITH FAIVELEY TRANSPORT S.A.
On July 27, 2015, the Company announced plans to acquire all of the issued and outstanding shares of Faiveley Transport S.A. ("Faiveley Transport") under the terms of the Share Purchase Agreement and the Tender Offer Agreement. On October 24, 2016, the Company entered into amendments to the Share Purchase Agreement and the Tender Offer Agreement. Faiveley Transport is a leading global provider of value-added, integrated systems and services for the railway industry with annual sales of about $1.2 billion and more than 5,700 employees in 24 countries.  Faiveley Transport supplies railway manufacturers, operators and maintenance providers with a range of valued-added, technology-based systems and services in Energy & Comfort (air conditioning, power collectors and converters, and passenger information), Access & Mobility (passenger access systems and platform doors), and Brakes & Safety (braking systems and couplers). Upon completion of the Acquisition, Faiveley Transport will become a subsidiary of Wabtec. The Acquisition has not yet been consummated and may not close on these terms, if at all:
The transaction has been structured in three steps:
Wabtec has made an irrevocable offer to the owners of approximately 51% of Faiveley Transport’s shares for a purchase price of €100 per share, payable between 25% and 45% in cash at the election of those shareholders with the remainder in common stock.
Upon completion of required labor group consultations, on October 6, 2015, the 51% shareholders entered into a definitive share purchase agreement, which was amended on October 24, 2016, and Faiveley Transport entered into the Tender Offer Agreement with Wabtec.
Upon completing the share purchase under the Share Purchase Agreement, Wabtec will commence a tender offer for the remaining publicly traded Faiveley Transport shares. The public shareholders will have the option to elect to receive €100 per share in cash or Wabtec common stock. The common stock portion of the consideration is subject to a cap on issuance of Faiveley common shares that will be equivalent to the rates of cash and stock elected by the 51% owners. Wabtec intends to delist Faiveley Transport from Euronext after the tender offer if minority interests represent less than 5%.
The total purchase price offered is about $1.7 billion, including assumed debt, net of cash acquired.  Wabtec plans to fund the cash portion of the transaction with cash on hand (including cash held in escrow), existing credit facilities and new credit arrangements.  Prior to December 31, 2015, Wabtec set aside €186.9 million as an escrow deposit for the Faiveley

26


Transport purchase. The combination of Wabtec and Faiveley Transport would create one of the world’s largest public rail equipment companies, with revenues of over $4.3 billion and a presence in all key freight rail and passenger transit geographies worldwide. 
Closing of the transaction is subject to various conditions, including completion of regulatory requirements. These steps are currently on-going and the timing of completion is unknown.
RESULTS OF OPERATIONS
The following table shows our Consolidated Statements of Operations for the periods indicated.
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
In millions
2016
 
2015
 
2016
 
2015
Net sales
$
675,574

 
$
809,527

 
$
2,171,206

 
$
2,475,149

Cost of sales
(463,093
)
 
(552,458
)
 
(1,466,156
)
 
(1,694,961
)
Gross profit
212,481

 
257,069

 
705,050

 
780,188

Selling, general and administrative expenses
(70,757
)
 
(82,206
)
 
(241,118
)
 
(255,969
)
Engineering expenses
(16,289
)
 
(17,239
)
 
(52,271
)
 
(51,852
)
Amortization expense
(5,339
)
 
(5,546
)
 
(16,100
)
 
(16,009
)
Total operating expenses
(92,385
)
 
(104,991
)
 
(309,489
)
 
(323,830
)
Income from operations
120,096

 
152,078

 
395,561

 
456,358

Interest expense, net
(6,057
)
 
(4,351
)
 
(15,897
)
 
(12,698
)
Other expense, net
1,188

 
(2,937
)
 
113

 
(7,690
)
Income from operations before income taxes
115,227

 
144,790

 
379,777

 
435,970

Income tax expense
(32,799
)
 
(45,609
)
 
(112,701
)
 
(139,121
)
Net income attributable to Wabtec shareholders
$
82,428

 
$
99,181

 
$
267,076

 
$
296,849

THIRD QUARTER 2016 COMPARED TO THIRD QUARTER 2015
The following table summarizes our results of operations for the periods indicated:
 
Three Months Ended September 30,
In thousands
2016
 
2015
 
Percent
Change
Freight Segment Sales
$
361,998

 
$
507,173

 
(28.6
)%
Transit Segment Sales
313,576

 
302,354

 
3.7
 %
Net sales
675,574

 
809,527

 
(16.5
)%
Income from operations
120,096

 
152,078

 
(21.0
)%
Net income attributable to Wabtec shareholders
$
82,428

 
$
99,181

 
(16.9
)%
The following table shows the major components of the change in sales in the third quarter of 2016 from the third quarter of 2015:

27


In thousands
Freight
Segment
 
Transit
Segment
 
Total
Third Quarter 2015 Net Sales
$
507,173

 
$
302,354

 
$
809,527

Acquisitions
13,153

 
2,153

 
15,306

Change in Sales by Product Line:
 
 
 
 
 
Other Transit Products

 
(559
)
 
(559
)
Other
(4,212
)
 
564

 
(3,648
)
Remanufacturing, Overhaul & Build
(17,538
)
 
11,979

 
(5,559
)
Brake Products
(15,644
)
 
3,410

 
(12,234
)
Specialty Products & Electronics
(118,699
)
 
9,556

 
(109,143
)
Foreign exchange
(2,235
)
 
(15,881
)
 
(18,116
)
Third Quarter 2016 Net Sales
$
361,998

 
$
313,576

 
$
675,574

Net sales for the three months ended September 30, 2016 decreased by $134.0 million or 16.5% to $675.6 million from $809.5 million. The decrease is primarily due to lower sales for Specialty Products and Electronics of $109.1 million and lower Brake Products sales of $12.2 million due to decreased demand for freight products as well as train control and signaling products and services. Acquisitions increased sales $15.3 million and unfavorable foreign exchange decreased sales $18.1 million.
Freight Segment sales decreased by $145.2 million, or 28.6%, primarily due to a decrease of $118.7 million for Specialty Products and Electronics sales from lower demand for freight original equipment rail products as well as train control and signaling products and services, a decrease of $17.5 million for Remanufacturing, Overhaul & Build sales related to a multi-year aftermarket freight locomotive project which was substantially completed in 2015, and a decrease of $15.6 million for Brake Products sales from lower demand for original equipment brakes for freight customers. Acquisitions increased sales by $13.2 million and unfavorable foreign exchange decreased sales by $2.2 million.
Transit Segment sales increased by $11.2 million, or 3.7%, primarily due to an increase of $12.0 million for Remanufacturing, Overhaul and Build products due to higher demand for aftermarket locomotive builds. Acquisitions increased sales by $2.2 million and unfavorable foreign exchange decreased sales by $15.9 million.
Cost of Sales The following table shows the major components of cost of sales for the periods indicated:
 
Three Months Ended September 30, 2016
In thousands
Freight
 
Percentage of
Sales
 
Transit
 
Percentage of
Sales
 
Total
 
Percenta