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United States securities and exchange commission logo
June 3, 2020
Patrick Dugan
Chief Financial Officer
Westinghouse Air Brake Technologies Corp.
30 Isabella St.
Pittsburgh, PA 15212
Re: WESTINGHOUSE AIR
BRAKE TECHNOLOGIES CORP
Form 10-K for the
year ended December 31, 2019
Filed February 24,
2020
File No. 033-90866
Dear Mr. Dugan:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2019
Backlog, page 9
1. We note that backlog
appears to represent an important metric to your investors and it
increased significantly
from $4 billion as of December 31, 2018 to $22 billion as of
December 31, 2019. As
backlog is not a measure defined by generally accepted
accounting principles,
your methodology for determining backlog may not be comparable
to the methodology used
by other companies. Please expand your disclosures to provide
the following
additional information:
To allow better
insight into changes in your backlog from period-to-period, provide a
roll-forward of
your total backlog. The roll-forward should include current period
beginning and
ending balances, current period additions, cancellations, and amounts
recognized in
revenue, as well as any other major categories relevant to your facts
and circumstances.
Additionally, provide qualitative discussion for significant
changes or trends
to the extent they are not apparent from the roll-forward or existing
Patrick Dugan
Westinghouse Air Brake Technologies Corp.
June 3, 2020
Page 2
disclosure.
If relevant, discuss any changes in the methodology used to
determine your backlog
from period-to-period.
To the extent any of your backlog is not moving forward as planned,
quantify and
discuss such amounts.
To the extent foreign exchange movements have a material impact on
your backlog,
please quantify and disclose those amounts.
Discuss any unusual margin trends in your backlog.
Refer to Item 101(c)(1)(viii) for additional guidance.
Liquidity and Capital Resources
Cash Pooling, page 39
2. Given the significance of your international operations and your cash
pooling
arrangements outside the United States, please quantify where your
current cash balances
are located and your ability to repatriate the cash if necessary.
Critical Accounting Estimates
Goodwill and Indefinite-Lived Intangibles, page 43
3. Please enhance future disclosures to identify the number of reporting
units where goodwill
is allocated and tested for impairment. Additionally, disclose the
following information
for each reporting unit that is at risk as defined in ASC Topic 350
(i.e., fair value is not
substantially in excess of the carrying value):
The percentage by which fair value exceeded carrying value as of the
date of the most
recent test and the amount of goodwill allocated to the reporting
unit.
A discussion of the degree of uncertainty associated with the key
assumptions. The
discussion regarding uncertainty should provide specifics to the
extent possible.
A description of the potential events and/or changes in circumstance
that could
reasonably be expected to negatively affect the key assumptions.
Please refer to Item 303(a)(3)(ii) of Regulation S-K and Section V of
Release 33-8350.
Consolidated Statements of Income, page 58
4. Your Statement of Income includes the subtotal Gross Profit. Please
include disclosure in
FirstName LastNamePatrick Dugan
future filings to indicate if you include depreciation or amortization
in cost of goods sold
Comapany NameWestinghouse Air Brake Technologies Corp. amortization in cost of
sales,
or cost of services. If you do not include depreciation or
June 3,pleasePage 2 your presentation to comply with SAB Topic 11:B.
2020 revise
FirstName LastName
Patrick Dugan
FirstName LastNamePatrick Dugan Corp.
Westinghouse Air Brake Technologies
Comapany NameWestinghouse Air Brake Technologies Corp.
June 3, 2020
June 3, 2020 Page 3
Page 3
FirstName LastName
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Goodwill and Intangible Assets, page 62
5. Your disclosure indicates that the discounted cash flow approach and
the market approach
were used to estimate the fair value of each reporting unit using a
weighting of 75% and
25%, respectively. Please enhance future disclosures to explain why
you believe using
these two approaches with the weighting described is an accurate
estimate of the fair
value.
Revenue Recognition, page 63
6. Your disclosure indicates that revenue is recognized at a point in
time and over time.
Please tell us your consideration of ASC 606-10-50-5 and 606-10-55-91f
in quantifying
revenue for these categories.
7. Intangible Assets, page 70
7. We note from your disclosure that as a result of the GE Transportation
acquisition you
recorded $550 million of the purchase price to customer relationships,
and the weighted
average useful life remaining is 18 years. Please explain to us how
you determined the
estimated useful life for this intangible asset. Please also tell us
and revise future
disclosures to clarify whether you are amortizing this asset utilizing
the straight line
method or another acceptable method. We note in many instances,
customer relationships
may dissipate at a more rapid rate in the earlier periods following a
company's succession
to these relationships, with the rate of attrition declining over time
until relatively few
customers or contracts remain who persist for an extended period.
Under this pattern, a
significant amount of cash flows derived from the acquired customer
base may be
recognized in earlier periods and then fall to a materially reduced
level in later years. In
this regard, if you are using the straight line method of
amortization, please tell us what
consideration was given to using an accelerated method of amortization
for purposes of
amortizing your customer relationship intangibles to expense, as it
appears that this may
result in a more systematic allocation of the intangibles cost to the
periods benefited.
Refer to ASC 350-30-35-3 and 35-6.
8. We also note you recorded $1,440 million in backlog as a result of
your acquisition of GE
Transportation and that the weighted average useful life of the
backlog intangible asset is
14 years. Please revise future disclosures and tell us why the backlog
asset has such a
long useful life considering approximately 25% of backlog at December
31, 2019 is
expected to be realized in fiscal 2020. Further, please also disclose
whether this asset is
being amortized using the straight line method, and if so, why this is
the most appropriate
representation of your utilization of the asset.
Patrick Dugan
FirstName LastNamePatrick Dugan Corp.
Westinghouse Air Brake Technologies
Comapany NameWestinghouse Air Brake Technologies Corp.
June 3, 2020
Page 4
June 3, 2020 Page 4
FirstName LastName
21. Segment Information, page 92
9. Other international sales in the geographical breakdown represents
nearly 20% of total
sales. In future filings please break down other international sales
into more meaningful
information. For example, consider providing subtotals of geographic
information by
groups of countries. If the information can not be subdivided, please
explain why. We
refer you to ASC 280-10-50-41 and 280-10-55-24.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Mindy Hooker, Accountant, at (202) 551-3732 or Melissa
Raminpour,
Branch Chief, at (202) 551-3379 if you have any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing