UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) April 26, 2011

 

 

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-13782		25-1615902
(Commission File Number)		(IRS Employer Identification No.)
1001 Airbrake Avenue Wilmerding, Pennsylvania		15148
(Address of Principal Executive Offices)		(Zip Code)

(412) 825-1000

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Explanatory Note

On April 26, 2011, Westinghouse Air Brake Technologies Corporation (the “Company”) furnished a Current Report on Form 8-K in connection with the Company’s first quarter results. The Company is filing this Amended Current Report on Form 8-K/A to correct figures reported on the Consolidated Statement of Operations for the Three Months Ended March 31, 2011 and 2010 (Unaudited). The corrected items include Income (loss) from discontinued operations (net of tax), Income from continuing operations and Income from discontinued operations for the first quarter 2010 and 2011.

Item 2.02. Results of Operations and Financial Condition.

On April 26, 2011, the Company issued a press release reporting, among other things, the Company’s 2011 first quarter results. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing, and as set forth in Item 8.01 herein.

Item 8.01. Other Events.

On April 26, 2011, the Company issued a press release providing, among other things, updated earnings guidance for fiscal year 2011. A copy of the press release is attached to this report as Exhibit 99.1 and the second paragraph discussing 2011 guidance is incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

The following exhibit is furnished and a portion thereof is filed (as described in Item 8.01) with this report on Form 8-K:

 

Exhibit No.		Description
99.1		Press release dated April 26, 2011.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 27, 2011

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EXHIBIT INDEX

 

Number		Description		Method of Filing
99.1		Press release dated April 26, 2011.		Filed herewith.

Exhibit 99.1

Wabtec Reports Record Quarterly Sales and

Earnings; 1Q EPS of 85 Cents, Up 35 Percent;

Increases Full-Year EPS Guidance To $3.20-$3.30

WILMERDING, PA, April 26, 2011 – Wabtec Corporation (NYSE: WAB) today reported record results for the 2011 first quarter, including the following:

 

•

First quarter sales were a record $455 million, 25 percent higher than the year-ago quarter, primarily due to strong growth in the Freight Group.

 

•

Income from operations was a record $66 million, or 14.6 percent of sales, compared to 14.1 percent in the year-ago quarter.

 

•

Earnings per diluted share were a record 85 cents, 35 percent higher than the year-ago quarter.

 

•

At March 31, 2011, the company had cash of $201 million and debt of $400 million.

 

•

Backlog at the end of the first quarter was a record $1.5 billion, 39 percent higher than at year-end 2010.

Based on its first quarter results and outlook for the rest of the year, Wabtec increased its 2011 guidance for earnings per diluted share to between $3.20-$3.30, with revenues expected to be up about 15 percent for the year.

Albert J. Neupaver, Wabtec’s president and chief executive officer, said: “The company’s performance in the quarter was strong, and we’re optimistic about the rest of the year. Freight rail traffic volumes continue to increase, which is driving growth in all segments of that market. Our transit business has remained stable, as we expected. We will continue to make investments in strategic growth opportunities and to manage our operations through ongoing application of the Wabtec Performance System.”

Wabtec Corporation (www.wabtec.com) is a global provider of value-added, technology-based products and services for rail and other industrial markets.

This release contains forward-looking statements, such as statements regarding the company’s expectations about future earnings. Actual results could differ materially from the results suggested in any forward-looking statement. Factors that could cause or contribute to these material differences include, but are not limited to, an economic slowdown in the markets we serve; a decrease in freight or passenger rail traffic; an increase in manufacturing costs; and other factors contained in the company’s filings with the Securities and Exchange Commission. The company assumes no obligation to update these statements or advise of changes in the assumptions on which they are based.

The company will conduct a conference call with analysts and investors at 10 a.m., eastern time, today. To listen to the call via webcast, please go to www.wabtec.com and click on the “Webcasts” tab in the “Investor Relations” section.

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WABTEC CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

(UNAUDITED)

 

		First Quarter 2011				First Quarter 2010
Net sales		$	455,259			$	363,927
Cost of sales			(322,064	)			(255,538	)
Gross profit			133,195				108,389
Gross profit as a % of Net Sales			29.3	%			29.8	%
Selling, general and administrative expenses			(54,816	)			(44,631	)
Engineering expenses			(8,888	)			(10,695	)
Amortization expense			(3,114	)			(1,887	)
Total operating expenses			(66,818	)			(57,213	)
Operating expenses as a % of Net Sales			14.7	%			15.7	%
Income from operations			66,377				51,176
Income from operations as a % of Net Sales			14.6	%			14.1	%
Interest (expense) income, net			(3,684	)			(3,912	)
Other income (expense), net			460				(721	)
Income from operations before income taxes			63,153				46,543
Income tax expense			(22,201	)			(16,179	)
Effective tax rate			35.2	%			34.8	%
Net income attributable to Wabtec shareholders		$	40,952			$	30,364
Earnings Per Common Share
Basic
Net income attributable to Wabtec shareholders		$	0.85			$	0.64
Diluted
Net income attributable to Wabtec shareholders		$	0.85			$	0.63
Weighted average shares outstanding
Basic			47,738				47,461
Diluted			48,251				47,895
Sales by Segment
Freight Group		$	264,856			$	165,144
Transit Group			190,403				198,783
Total		$	455,259			$	363,927