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October 1, 2018
Albert Neupaver
Executive Chairman
Westinghouse Air Brake Technologies Corporation
1001 Air Brake Avenue
Wilmerding, PA 15148
Re: Westinghouse Air Brake Technologies Corporation
Revised Preliminary Proxy Statement on Schedule 14A
Filed September 17, 2018
File No. 033-90866
Dear Mr. Neupaver:
We have reviewed your revised preliminary proxy statement and have the
following
additional 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.
Unless otherwise noted, references to our prior comments refer to comments in
our letter dated
September 4, 2018.
Schedule 14A Filed September 17, 2018
Cash Flows
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Operating Activities, page 163
1. Please clarify the analysis in regard to how the factors disclosed
directly affect cash
regarding the variance in net cash flows of operating activities.
References to results of
operations, which are prepared on the accrual basis of accounting,
noncash items (e.g.,
deferred income taxes) and working capital items may not provide a
sufficient basis for an
investor to fully understand how cash was actually impacted by operating
activities. The
disclosure should address the drivers underlying each factor cited. Refer
to the guidance
Albert Neupaver
FirstName LastNameAlbert Neupaver Corporation
Westinghouse Air Brake Technologies
Comapany 2018
October 1, NameWestinghouse Air Brake Technologies Corporation
October 1, 2018 Page 2
Page 2
FirstName LastName
previously cited for further information. Make conforming changes to
the fiscal year end
operating cash flow analysis, as appropriate.
Unaudited Pro Forma Condensed Combined Financial Statements, page 171
2. Please clarify how the amounts presented for notes 7(d) and 7(k) in
the pro forma
condensed combined statements of income for the six months ended June
30, 2018 are
consistent with the amounts within these notes on pages 178 and 179,
respectively.
3. Refer to the pro forma condensed combined balance sheet as of June 30,
2018. It appears
from the description of note 7(h) on page 178 this note should be
associated with the
"deferred income taxes" line within "other assets" rather than "other
noncurrent assets,"
and the amount of $64.4 should be in the "pro forma adjustments"
column rather than the
"reclassification adjustment" column. This revised presentation
appears to be consistent
with the presentation stated in this note for the "deferred income
taxes" line within
"liabilities." Please revise or advise.
4. In the notes to pro forma statements, please clarify how notes 7(b),
7(c) and 7(g) support
the amount of $(127.2) in the "pro forma adjustments" column for "cash
and cash
equivalents."
5. In the notes to pro forma statements, please clarify how notes 7(c)
and 7(g) support the
amount of $2,810.7 in the "pro forma adjustments" column for
"long-term debt."
6. For note 7(d) on page 178, please quantify the amount of this
adjustment for the year
ended December 31, 2017 attributed to each of "cost of goods sold" and
"cost of services
sold" to which it relates in order to discern the amounts attributed
to note 7(a) for these
line items.
7. For note 7(i) on page 178, please quantify the amount of this
adjustment attributed to each
of current "other accrued liabilities" and "other long term
liabilities" to which it relates in
order to discern the amounts attributed to note 7(a) for these line
items.
8. For note 7(m) on page 179, please quantify the amount attributed to
"additional paid in
capital" in order to discern the amount attributed to note 7(a) for
this line item.
Notes To Combined Financial Statements
Note 3. Revenue Related To Contracts With Customers
Manner In Which Contract Modifications Are Treated, page F-21
9. It is disclosed on page F-21 that contract modifications that
significantly change the scope
and/or price of contracts are accounted for prospectively. Please
explain to us how this
treatment complies with the guidance on contract modifications in ASC
606-10-25-10
through 13 and ASC 606-10-32-45.
Albert Neupaver
Westinghouse Air Brake Technologies Corporation
October 1, 2018
Page 3
Note 13. Income Taxes, page F-29
10. We note your response to prior comment 26. Please consider disclosing
information
consistent with your response, as this appears it may be material to
shareholders'
understanding of the business to be acquired. Since the business to be
acquired appears to
continue to have foreign operations, please discuss within the filing the
reorganization of
foreign operations and its anticipated impact on future operations.
Note 19. Segment Information And Major Customers, page F-36
11. The measure "operating income" is referred to on pages F-37 and F-60 but
it is not
presented in the statement of earnings. Please explain what operating
income consists of.
12. Operating income is also referred to on pages F-21 and F-52. Please tell
us and disclose
as appropriate if this measure on these pages is consistent with
"operating income"
referred to in the segment note. If not, please disclose what operating
income on these
pages consists of and revise the label of either the measure on these
pages or in the
segment note to prevent confusion to shareholders. Additionally, please
consider Item
10(e)(1)(ii)(E) of Regulation S-K in labeling this measure on these pages
and in the
segment note.
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 Patrick Kuhn at (202) 551-3308 or Doug Jones at (202)
551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact J. Nolan McWilliams at (202) 551-3217 or John Dana Brown at (202)
551-3859 with any
other questions.
Sincerely,
FirstName LastNameAlbert Neupaver
Division of Corporation
Finance
Comapany NameWestinghouse Air Brake Technologies Corporation
Office of Transportation
and Leisure
October 1, 2018 Page 3
cc: Peter E. Devlin, Esq.
FirstName LastName