UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 28, 2014 (October 28, 2014)
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 033-90866 | 25-1615902 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
| 1001 Air Brake Avenue Wilmerding, Pennsylvania |
15148 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(412) 825-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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)) |
Item 2.02 Results of Operations and Financial Condition.
On October 28, 2014, Westinghouse Air Brake Technologies Corporation (the “Company”) issued a press release reporting, among other things, the Company’s 2014 third 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.
Item 7.01. Regulation FD Disclosure.
On October 28, 2014, the Company issued a press release which, among other things, updated previously provided earnings guidance for fiscal year 2014. A copy of the press release is attached to this report as Exhibit 99.1 and the second paragraph discussing 2014 guidance is incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01 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.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibit. |
The following exhibit is furnished with this report on Form 8-K:
| Exhibit |
Description | |
| 99.1 | Press release dated October 28, 2014 | |
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.
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION | ||
| By: | /s/ Patrick D. Dugan | |
| Patrick D. Dugan | ||
| Senior Vice President and Chief Financial Officer | ||
Date: October 28, 2014
EXHIBIT INDEX
| Exhibits |
||
| 99.1 | Press release issued by Westinghouse Air Brake Technologies Corporation on October 28, 2014. | |
Exhibit 99.1
|
News Release |
Wabtec Reports Record Quarterly Results; 3Q EPS of 93 Cents, Up 22 Percent; Increases Full-Year EPS Guidance
WILMERDING, PA, Oct. 28, 2014 – Wabtec Corporation (NYSE: WAB) today reported record results for the 2014 third quarter, including the following:
| • | Third quarter sales were a record $797 million, 26 percent higher than the year-ago quarter, with about half of the growth due to acquisitions. Income from operations was a record $136 million, or 17.1 percent of sales. Earnings per diluted share were a record 93 cents, which was 22 percent higher than the year-ago quarter. |
| • | Cash flow from operations in the quarter was $93 million, or 12 percent of sales, exceeding net income of $90 million. At Sept. 30, 2014, the company had cash of $213 million and debt of $522 million. During the quarter, the company repurchased 124,600 shares of company stock for $10 million. |
| • | Total, multi-year backlog increased to a record $2.18 billion, mainly due to new contracts for locomotive overhauls, freight car components and signaling projects; and acquisitions. |
Based on Wabtec’s year-to-date results and outlook for the rest of the year, the company increased its 2014 guidance for earnings per diluted share to $3.58-$3.62, with revenues expected to be up about 18 percent for the year.
Albert J. Neupaver, Wabtec’s executive chairman, said: “The company continued to perform well in the quarter and we are optimistic about our future opportunities as we execute our growth strategies and internal improvement initiatives. As always, we expect to benefit from our diverse business model, the power of our Wabtec Performance System, and global investment in transportation and infrastructure.”
Raymond T. Betler, Wabtec’s president and chief executive officer, said: “During the quarter we acquired Dia-Frag, a friction products manufacturer, and C2CE, which provides signal design and engineering services. The companies fit our growth criteria and integration efforts are well underway.”
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.
Wabtec will host a call with analysts and investors at 10 a.m., eastern time, today. To listen, go to www.wabtec.com and click on the “Webcasts” tab in the “Investor Relations” section.
| Tim Wesley | Phone: 412.825.1543 | Wabtec Corporation | ||||
| E-mail: twesley@wabtec.com | 1001 Air Brake Avenue | |||||
| Website: www.wabtec.com | Wilmerding, PA 15148 |