filings.toolsItem 1. FINANCIAL STATEMENTS
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Item 1. FINANCIAL STATEMENTS
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| Unaudited | |||||||||||
| In millions, except par value | September 30, 2022 | December 31, 2021 | |||||||||
| Assets | |||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 514 | $ | 473 | |||||||
| Accounts receivable | 1,004 | 1,085 | |||||||||
| Unbilled accounts receivable | 458 | 392 | |||||||||
| Inventories | 2,023 | 1,689 | |||||||||
| Other current assets | 200 | 193 | |||||||||
| Total current assets | 4,199 | 3,832 | |||||||||
| Property, plant and equipment, net | 1,402 | 1,497 | |||||||||
| Goodwill | 8,361 | 8,587 | |||||||||
| Other intangible assets, net | 3,410 | 3,705 | |||||||||
| Other noncurrent assets | 890 | 833 | |||||||||
| Total noncurrent assets | 14,063 | 14,622 | |||||||||
| Total Assets | $ | 18,262 | $ | 18,454 | |||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Liabilities | |||||||||||
| Accounts payable | $ | 1,206 | $ | 1,012 | |||||||
| Customer deposits | 691 | 629 | |||||||||
| Accrued compensation | 278 | 335 | |||||||||
| Accrued warranty | 208 | 228 | |||||||||
| Current portion of long-term debt | 251 | 2 | |||||||||
| Other accrued liabilities | 694 | 704 | |||||||||
| Total current liabilities | 3,328 | 2,910 | |||||||||
| Long-term debt | 3,824 | 4,056 | |||||||||
| Accrued postretirement and pension benefits | 63 | 77 | |||||||||
| Deferred income taxes | 287 | 288 | |||||||||
| Contingent consideration | 143 | 141 | |||||||||
| Other long-term liabilities | 692 | 743 | |||||||||
| Total Liabilities | 8,337 | 8,215 | |||||||||
| Commitments and contingencies (Note 14) | |||||||||||
| Equity | |||||||||||
| Common stock, $.01 par value; 500.0 shares authorized and 226.9 shares issued: 181.9 and 185.8 outstanding at September 30, 2022 and December 31, 2021, respectively | 2 | 2 | |||||||||
| Additional paid-in capital | 7,937 | 7,916 | |||||||||
| Treasury stock, at cost, 45.0 and 41.1 shares, at September 30, 2022 and December 31, 2021, respectively | (1,697) | (1,306) | |||||||||
| Retained earnings | 4,447 | 4,055 | |||||||||
| Accumulated other comprehensive loss | (808) | (466) | |||||||||
| Total Westinghouse Air Brake Technologies Corporation shareholders’ equity | 9,881 | 10,201 | |||||||||
| Noncontrolling interest | 44 | 38 | |||||||||
| Total Equity | 9,925 | 10,239 | |||||||||
| Total Liabilities and Equity | $ | 18,262 | $ | 18,454 |
The accompanying notes are an integral part of these statements.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| Unaudited | Unaudited | ||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| In millions, except per share data | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Sales of goods | $ | 1,625 | $ | 1,489 | $ | 4,714 | $ | 4,562 | |||||||||||||||
| Sales of services | 456 | 418 | 1,342 | 1,187 | |||||||||||||||||||
| Total net sales | 2,081 | 1,907 | 6,056 | 5,749 | |||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||
| Cost of goods | (1,200) | (1,075) | (3,431) | (3,368) | |||||||||||||||||||
| Cost of services | (233) | (229) | (737) | (664) | |||||||||||||||||||
| Total cost of sales | (1,433) | (1,304) | (4,168) | (4,032) | |||||||||||||||||||
| Gross profit | 648 | 603 | 1,888 | 1,717 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative expenses | (260) | (269) | (757) | (766) | |||||||||||||||||||
| Engineering expenses | (54) | (44) | (149) | (124) | |||||||||||||||||||
| Amortization expense | (73) | (73) | (218) | (215) | |||||||||||||||||||
| Total operating expenses | (387) | (386) | (1,124) | (1,105) | |||||||||||||||||||
| Income from operations | 261 | 217 | 764 | 612 | |||||||||||||||||||
| Other income and expenses: | |||||||||||||||||||||||
| Interest expense, net | (48) | (42) | (135) | (135) | |||||||||||||||||||
| Other income, net | 4 | — | 15 | 25 | |||||||||||||||||||
| Income before income taxes | 217 | 175 | 644 | 502 | |||||||||||||||||||
| Income tax expense | (54) | (43) | (162) | (130) | |||||||||||||||||||
| Net income | 163 | 132 | 482 | 372 | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | (3) | (1) | (7) | (4) | |||||||||||||||||||
| Net income attributable to Wabtec shareholders | $ | 160 | $ | 131 | $ | 475 | $ | 368 | |||||||||||||||
| Earnings Per Common Share | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Net income attributable to Wabtec shareholders | $ | 0.88 | $ | 0.69 | $ | 2.60 | $ | 1.95 | |||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income attributable to Wabtec shareholders | $ | 0.88 | $ | 0.69 | $ | 2.59 | $ | 1.95 | |||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Basic | 181.3 | 187.6 | 182.6 | 188.2 | |||||||||||||||||||
| Diluted | 181.9 | 188.0 | 183.1 | 188.6 |
The accompanying notes are an integral part of these statements.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Unaudited | Unaudited | ||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| In millions | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Net income attributable to Wabtec shareholders | $ | 160 | $ | 131 | $ | 475 | $ | 368 | |||||||||||||||
| Foreign currency translation loss | (170) | (60) | (352) | (88) | |||||||||||||||||||
| Unrealized gain (loss) on derivative contracts | — | — | 3 | (8) | |||||||||||||||||||
| Unrealized gain on pension benefit plans and post-retirement benefit plans | 6 | 4 | 11 | — | |||||||||||||||||||
| Other comprehensive loss before tax | (164) | (56) | (338) | (96) | |||||||||||||||||||
| Income tax (expense) benefit related to components of other comprehensive loss | (3) | (1) | (4) | 2 | |||||||||||||||||||
| Other comprehensive loss, net of tax | (167) | (57) | (342) | (94) | |||||||||||||||||||
| Comprehensive (loss) income attributable to Wabtec shareholders | $ | (7) | $ | 74 | $ | 133 | $ | 274 |
The accompanying notes are an integral part of these statements.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Unaudited | |||||||||||
| Nine Months Ended September 30, | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Operating Activities | |||||||||||
| Net income | $ | 482 | $ | 372 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 359 | 368 | |||||||||
| Stock-based compensation expense | 30 | 34 | |||||||||
| Below market intangible amortization | (39) | (36) | |||||||||
| Net loss on disposal of property, plant and equipment | 5 | 7 | |||||||||
| Changes in operating assets and liabilities, net of acquisitions | |||||||||||
| Accounts receivable and unbilled accounts receivable | (39) | 35 | |||||||||
| Inventories | (401) | (32) | |||||||||
| Accounts payable | 232 | 41 | |||||||||
| Accrued income taxes | 43 | 29 | |||||||||
| Accrued liabilities and customer deposits | 37 | (11) | |||||||||
| Other assets and liabilities | (81) | (48) | |||||||||
| Net cash provided by operating activities | 628 | 759 | |||||||||
| Investing Activities | |||||||||||
| Purchase of property, plant and equipment | (82) | (78) | |||||||||
| Acquisitions of businesses, net of cash acquired | (69) | (405) | |||||||||
| Proceeds from disposal of property, plant and equipment | 2 | 8 | |||||||||
| Net cash used for investing activities | (149) | (475) | |||||||||
| Financing Activities | |||||||||||
| Proceeds from debt, net of issuance costs | 4,567 | 4,329 | |||||||||
| Payments of debt | (4,474) | (4,491) | |||||||||
| Repurchase of stock | (400) | (200) | |||||||||
| Cash dividends | (83) | (69) | |||||||||
| Other financing activities | (5) | (2) | |||||||||
| Net cash used for financing activities | (395) | (433) | |||||||||
| Effect of changes in currency exchange rates | (43) | 6 | |||||||||
| Increase (decrease) in cash | 41 | (143) | |||||||||
| Cash and cash equivalents, beginning of period | 473 | 599 | |||||||||
| Cash and cash equivalents, end of period | $ | 514 | $ | 456 |
The accompanying notes are an integral part of these statements.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
| In millions | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Treasury Stock Shares | Treasury Stock Amount | Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling Interest | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 226.9 | $ | 2 | $ | 7,916 | (41.1) | $ | (1,306) | $ | 4,055 | $ | (466) | $ | 38 | $ | 10,239 | ||||||||||||||||||||||||||||||||||||||||
| Cash dividends ($0.15 dividend per share) | — | — | — | — | — | (28) | — | — | (28) | |||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | — | — | (9) | 0.2 | 5 | — | — | — | (4) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | 10 | — | — | — | — | — | 10 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 149 | — | 1 | 150 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | 17 | — | 17 | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchase | — | — | — | (3.1) | (296) | — | — | — | (296) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | 226.9 | $ | 2 | $ | 7,917 | (44.0) | $ | (1,597) | $ | 4,176 | $ | (449) | $ | 39 | $ | 10,088 | ||||||||||||||||||||||||||||||||||||||||
| Cash dividends ($0.15 dividend per share) | — | — | — | — | — | (27) | — | — | (27) | |||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | — | — | (1) | 0.1 | 4 | — | — | — | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | 10 | — | — | — | — | — | 10 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 166 | — | 3 | 169 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | (192) | — | (192) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchase | — | — | — | (1.1) | (103) | — | — | — | (103) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | 226.9 | $ | 2 | $ | 7,926 | (45.0) | $ | (1,696) | $ | 4,314 | $ | (641) | $ | 42 | $ | 9,947 | ||||||||||||||||||||||||||||||||||||||||
| Cash dividends ($0.15 dividend per share) | — | — | — | — | — | (28) | — | (28) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | — | — | 1 | — | — | — | — | — | 1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | 10 | — | — | — | — | — | 10 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 160 | — | 3 | 163 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | (167) | — | (167) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchase | — | — | — | — | (1) | — | — | — | (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2022 | 226.9 | $ | 2 | $ | 7,937 | (45.0) | $ | (1,697) | $ | 4,447 | $ | (808) | $ | 44 | $ | 9,925 |
The accompanying notes are an integral part of these statements.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
| In millions, except per share data | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Treasury Stock Shares | Treasury Stock Amount | Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling Interest | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | 226.9 | $ | 2 | $ | 7,881 | (38.0) | $ | (1,010) | $ | 3,589 | $ | (339) | $ | 30 | $ | 10,153 | ||||||||||||||||||||||||||||||||||||||||
| Cash dividends ($0.12 dividend per share) | — | — | — | — | — | (23) | — | — | (23) | |||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | — | — | (6) | — | — | — | — | — | (6) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | 9 | — | — | — | — | — | 9 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 112 | — | 3 | 115 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | (70) | — | (70) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchase | — | — | — | — | (1) | — | — | — | (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2021 | 226.9 | $ | 2 | $ | 7,884 | (38.0) | $ | (1,011) | $ | 3,678 | $ | (409) | $ | 33 | $ | 10,177 | ||||||||||||||||||||||||||||||||||||||||
| Cash dividends ($0.12 dividend per share) | — | — | — | — | — | (23) | — | — | (23) | |||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | — | — | (1) | 0.1 | 2 | — | — | — | 1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | 14 | — | — | — | — | — | 14 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 125 | — | — | 125 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | 33 | — | 33 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | 226.9 | $ | 2 | $ | 7,897 | (37.9) | $ | (1,009) | $ | 3,780 | $ | (376) | $ | 33 | $ | 10,327 | ||||||||||||||||||||||||||||||||||||||||
| Cash dividends ($0.12 dividend per share) | — | — | — | — | — | (23) | — | — | (23) | |||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | — | — | 1 | 0.1 | 2 | — | — | — | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | 8 | — | — | — | — | — | 8 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 131 | — | 1 | 132 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | (57) | — | (57) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock repurchase | — | — | — | (2.3) | (199) | — | — | — | (199) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2021 | 226.9 | $ | 2 | $ | 7,906 | (40.1) | $ | (1,206) | $ | 3,888 | $ | (433) | $ | 34 | $ | 10,191 |
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, 2022 (UNAUDITED)
1. BUSINESS
Westinghouse Air Brake Technologies Corporation (“Wabtec” or the "Company") is one of the world’s largest providers of value-added, technology-based locomotives, equipment, systems, and services for the global freight rail and passenger transit industries, as well as the mining, marine and industrial markets. Our highly engineered products, which are intended to enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight cars, passenger transit cars and buses around the world. 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 over 50 countries and our products can be found in more than 100 countries throughout the world. In the first nine months of 2022, approximately 55% of the Company’s net sales came from customers outside the United States.
2. ACCOUNTING POLICIES
Basis of Presentation The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America and the rules and regulations of the Securities and Exchange Commission and include the accounts of Wabtec and its subsidiaries in which Wabtec has a controlling interest. 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 presentation of the results for the interim periods presented. Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation.
Results for these interim periods are not necessarily indicative of results to be expected for the full year particularly in light of the ongoing COVID-19 pandemic, supply chain disruptions, labor availability, broad-based inflation, and the impacts resulting from Russia's invasion of Ukraine. These factors continue to impact our sales channels, supply chain, manufacturing operations, workforce, and other key aspects of our operations. We are unable to reasonably predict the full impact of these factors due to the high degree of uncertainty regarding their duration and severity, their potential impact on global economic activity, and the impact that current and new sanctions may have on our business, global supply chain operations and our customers, suppliers, and end-markets.
For the year ended December 31, 2021, Wabtec had earnings of approximately $40 million attributable to customers in Russia, while earnings from customers in Ukraine and Belarus were not significant. As of September 30, 2022, Wabtec had approximately $16 million of assets related to Russian operations, which were primarily cash and inventory. Assets related to Ukraine and Belarus operations are not significant.
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, 2021. The December 31, 2021 information has been derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Use of Estimates The preparation of financial statements in conformity with GAAP 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.
Revenue Recognition A majority of the Company’s revenues are derived from performance obligations that are satisfied at a point in time when control passes to the customer. The remaining revenues are earned over time. Generally, for performance obligations satisfied at a point in time control passes at the time of shipment in accordance with agreed upon delivery terms.
The Company also has long-term customer agreements involving the design and production of highly engineered products that require revenue to be recognized over time because these products have no alternative use without significant economic loss and the agreements contain an enforceable right to payment including a reasonable profit margin from the customer in the event of contract termination. Additionally, the Company has customer agreements involving the creation or enhancement of an asset that the customer controls which also require revenue to be recognized over time. Generally, the Company uses an input method for determining the amount of revenue, cost and gross margin to recognize over time for these customer agreements. The input methods used for these agreements include costs of material and labor, both of which give an accurate representation of the progress made toward complete satisfaction of a particular performance obligation. Contract
revenues and cost estimates are reviewed and revised periodically throughout the year and adjustments are reflected in the accounting period as such amounts are determined.
Due to the nature of work required to be performed on the Company’s long-term projects, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Contract estimates related to long-term projects are based on various assumptions to project the outcome of future events that could span several years. These assumptions include cost of materials; labor availability and productivity; complexity of the work to be performed; and the performance of suppliers, customers and subcontractors that may be associated with the contract. We have a disciplined process where management reviews the progress of long term-projects periodically throughout the year. As part of this process, management reviews information including key contract matters, progress towards completion, identified risks and opportunities and any other information that could impact the Company’s estimates of revenue and costs. After completing this analysis, any adjustments to net sales, cost of goods sold, and the related impact to operating income are recognized as necessary in the period they become known.
Generally, the Company’s revenue contains a single performance obligation for each distinct good or service; however, a single contract may have multiple performance obligations comprising multiple promises to customers. When there are multiple performance obligations, revenue is allocated based on the relative stand-alone selling price. Pricing is defined in our contracts on a line item basis and includes an estimate of variable consideration when required by the terms of the individual customer contract. Types of variable consideration the Company typically has include volume discounts, prompt payment discounts, liquidating damages and performance bonuses. Sales returns and allowances are also estimated and recognized in the same period the related revenue is recognized, based upon the Company’s experience.
Remaining performance obligations represent the transaction price of firm customer orders subject to standard industry cancellation provisions and substantial scope-of-work adjustments. As of September 30, 2022, the Company's remaining performance obligations were approximately $22.2 billion. The Company expects to recognize revenue of approximately 25% of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter.
Revolving Receivables Program The Company utilizes a revolving facility to sell certain receivables of the Company and certain of its subsidiaries (the "Originators"). The Originators contribute receivables to our bankruptcy-remote subsidiary, which sells the receivables to a financial institution on a recurring basis in exchange for cash equal to the gross receivables sold. During the third quarter of 2022, the Company amended its revolving receivables facility to increase the amount of certain receivables that can be sold to such financial institution from $200 million to up to $350 million. The bankruptcy remote subsidiary is a separate legal entity with its own creditors, and its assets are not available to pay creditors of the Company or any other affiliates of the Company. As customers pay their balances, we transfer additional receivables into the program, which results in our gross receivables sold exceeding collections reinvested for any applicable period. The sold receivables are fully guaranteed by our bankruptcy-remote subsidiary, which holds additional receivables that are pledged as collateral under this facility. The Company has agreed to guarantee the performance of the Originators respective obligations under the revolving agreement. Neither the Company (except for the bankruptcy-remote consolidated subsidiary referenced above) nor the Originators guarantees the collectability of the receivables under the revolving agreements.
At September 30, 2022 and 2021 the bankruptcy-remote subsidiary held receivables of $634 million and $285 million, respectively. The transfers are recorded at the fair value of the proceeds received and obligations assumed less derecognized receivables. No obligation was recorded at September 30, 2022 or 2021 as the estimated expected credit losses on receivables sold is insignificant. Our maximum exposure to losses related to these receivables transferred is limited to the amount outstanding.
The following table sets forth a summary of receivables sold:
| In millions | Nine Months Ended September 30, 2022 | Nine Months Ended September 30, 2021 | |||||||||
| Gross receivables sold/cash proceeds received | $ | 1,281 | $ | 959 | |||||||
| Collections reinvested under revolving receivables agreement | (1,076) | (875) | |||||||||
| Net cash proceeds received | $ | 205 | $ | 84 |
Depreciation Expense Depreciation of property, plant and equipment related to the manufacturing of products or services provided is included in Cost of goods or Cost of services. Depreciation of other property, plant and equipment that is not attributable to the manufacturing of products or services provided is included in Selling, general and administrative expenses or Engineering expenses depending on how the property, plant and equipment is used.
Goodwill and Intangible Assets Goodwill and other intangible assets with indefinite lives are not amortized. Other intangibles (with definite lives) are amortized on a straight-line basis over their estimated economic lives. Amortizable
intangible assets are reviewed for impairment when indicators of impairment are present. The Company tests goodwill and indefinite-lived intangible assets for impairment at the reporting unit level and at least annually. The Company performs its annual impairment test during the fourth quarter after the annual forecasting process is completed, and also tests for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Periodically, management of the Company assesses whether or not an indicator of impairment is present that would necessitate an impairment analysis to be performed.
Accounting Standards Recently Issued In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Obligations. The amendments in this update outline specific quantitative and qualitative disclosure requirements for entities that use supplier finance programs in connection with the purchase of goods or services. The amendments in this update do not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. The amendments in this update will be effective for Wabtec's reporting periods beginning January 1, 2023 and will require increased interim and annual disclosures be provided on current and comparable reporting periods presented in annual and interim company filings.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update provide specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination and address how to determine whether a contract liability is recognized by the acquirer in a business combination. The amendments in this update will be effective for Wabtec on January 1, 2023 and will be applied prospectively to business combinations occurring on or after the effective date.
Accumulated Other Comprehensive Loss Comprehensive income (loss) comprises both net income and Other comprehensive (loss) income resulting from the change in equity from transactions and other events and circumstances from non-owner sources.
The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the three months ended September 30, 2022 and 2021 are as follows:
| Foreign currency translation | Derivative contracts | Pension and postretirement benefit plans | Total | ||||||||||||||||||||||||||||||||
| In millions | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||
| Balance at June 30 | $ | (578) | $ | (288) | $ | (2) | $ | (3) | $ | (61) | $ | (85) | $ | (641) | $ | (376) | |||||||||||||||||||
| Other comprehensive (loss) income, net | (170) | (60) | — | — | 3 | 3 | (167) | (57) | |||||||||||||||||||||||||||
| Balance at September 30 | $ | (748) | $ | (348) | $ | (2) | $ | (3) | $ | (58) | $ | (82) | $ | (808) | $ | (433) |
The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the nine months ended September 30, 2022 and 2021 are as follows:
| Foreign currency translation | Derivative contracts | Pension and postretirement benefit plans | Total | ||||||||||||||||||||||||||||||||
| In millions | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||
| Balance at beginning of year | $ | (396) | $ | (260) | $ | (5) | $ | 3 | $ | (65) | $ | (82) | $ | (466) | $ | (339) | |||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | (352) | (88) | 3 | (6) | 6 | (2) | (343) | (96) | |||||||||||||||||||||||||||
| Amounts reclassified from Accumulated other comprehensive loss | — | — | — | — | 1 | 2 | 1 | 2 | |||||||||||||||||||||||||||
| Other comprehensive (loss) income, net | (352) | (88) | 3 | (6) | 7 | — | (342) | (94) | |||||||||||||||||||||||||||
| Balance at September 30 | $ | (748) | $ | (348) | $ | (2) | $ | (3) | $ | (58) | $ | (82) | $ | (808) | $ | (433) |
Amounts reclassified from Accumulated other comprehensive loss are recognized in "Other income, net" with the tax impact recognized in "Income tax expense."
3. ACQUISITIONS
Nordco
On March 31, 2021, the Company acquired Nordco, a leading North American supplier of new, rebuilt and used maintenance of way equipment. Nordco's products and services portfolio includes mobile railcar movers and ultrasonic rail flaw detection technologies. The purchase price paid for 100% ownership of Nordco was approximately $410 million.
The following table summarizes the fair value of the Nordco assets acquired and liabilities assumed:
| In millions | ||||||||
| Assets acquired | ||||||||
| Cash and cash equivalents | $ | 5 | ||||||
| Accounts receivable | 23 | |||||||
| Inventory | 34 | |||||||
| Other current assets | 2 | |||||||
| Property, plant and equipment | 17 | |||||||
| Goodwill | 215 | |||||||
| Other intangible assets | 168 | |||||||
| Other noncurrent assets | 12 | |||||||
| Total assets acquired | 476 | |||||||
| Liabilities assumed | ||||||||
| Current liabilities | 20 | |||||||
| Noncurrent liabilities | 46 | |||||||
| Total liabilities assumed | 66 | |||||||
| Net assets acquired | $ | 410 |
The fair values of the assets acquired and liabilities assumed were determined using the income, cost and market approaches. Discounted cash flow models were used to estimate the fair values of acquired intangibles. The fair value measurements were primarily based on significant inputs that are not observable in the market and are considered Level 3 in the fair value hierarchy. Intangible assets acquired include customer relationships and acquired technology that are subject to amortization, and trade names that were assigned an indefinite life and are not subject to amortization. Contingent liabilities assumed as part of the transaction were not material.
Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of the net assets acquired, and represents the assembled workforce and the future economic benefits, including synergies, that are expected to be achieved as a result of the acquisition. The purchased goodwill is not expected to be deductible for tax purposes. The results of this business since the date of acquisition are reported within the Services product line of the Freight Segment. The pro forma impact on Wabtec’s sales and results of operations, including the pro forma effect of events that are directly attributable to the acquisition, was not significant.
During the second quarter of 2022 the Company made two strategic acquisitions for a combined purchase price of $69 million within the Digital Electronics product line of the Freight Segment which are individually and collectively immaterial. The Company also made acquisitions in prior periods not listed above which are individually and collectively immaterial.
4. INVENTORIES
The components of inventory, net of reserves, were:
| In millions | September 30, 2022 | December 31, 2021 | |||||||||
| Raw materials | $ | 856 | $ | 757 | |||||||
| Work-in-progress | 534 | 316 | |||||||||
| Finished goods | 633 | 616 | |||||||||
| Total inventories | $ | 2,023 | $ | 1,689 |
5. GOODWILL AND INTANGIBLE ASSETS
The change in the carrying amount of goodwill by segment is as follows:
| In millions | Freight Segment | Transit Segment | Total | ||||||||||||||
| Balance at December 31, 2021 | $ | 7,073 | $ | 1,514 | $ | 8,587 | |||||||||||
| Additions/adjustments | 24 | (2) | 22 | ||||||||||||||
| Foreign currency impact | (40) | (208) | (248) | ||||||||||||||
| Balance at September 30, 2022 | $ | 7,057 | $ | 1,304 | $ | 8,361 |
As of September 30, 2022 and December 31, 2021, the Company’s trade names had a net carrying amount of $568 million and $635 million, respectively. The Company believes these intangibles have indefinite lives, with the exception of the right to use the GE Transportation trade name, to which the Company has assigned a useful life of 5 years.
Intangible assets of the Company, other than goodwill and trade names, consist of the following:
| In millions | September 30, 2022 | December 31, 2021 | |||||||||
| Backlog, net of accumulated amortization of $391 and $309 | $ | 1,035 | $ | 1,114 | |||||||
| Customer relationships, net of accumulated amortization of $359 and $331 | 904 | 979 | |||||||||
| Acquired technology, net of accumulated amortization of $412 and $334 | 903 | 977 | |||||||||
| Total | $ | 2,842 | $ | 3,070 |
At September 30, 2022 the weighted average remaining useful lives of backlog, customer relationships and acquired technology were 10 years, 16 years and 9 years, respectively. The backlog intangible asset primarily consists of in-place long-term service agreements acquired by the Company in conjunction with the acquisition of GE Transportation in 2019. Amortization expense for intangible assets was $73 million and $218 million for the three and nine months ended September 30, 2022, respectively, and $73 million and $215 million for the three and nine months ended September 30, 2021, respectively.
Amortization expense for the five succeeding years is estimated to be as follows:
| In millions | |||||
| Remainder of 2022 | $ | 73 | |||
| 2023 | $ | 291 | |||
| 2024 | $ | 282 | |||
| 2025 | $ | 265 | |||
| 2026 | $ | 261 |
6. CONTRACT ASSETS AND CONTRACT LIABILITIES
Contract assets include unbilled amounts resulting from sales under long-term contracts where revenue is recognized over time and revenue exceeds the amount that can be billed to the customer based on the terms of the contract. The current portion of the contract assets are classified as current assets under the caption “Unbilled accounts receivable” while the noncurrent contract assets are classified as other assets under the caption "Other noncurrent assets" on the consolidated balance sheets. Noncurrent contract assets were $198 million at September 30, 2022 and $153 million at December 31, 2021. Included in noncurrent contract assets are certain costs that are specifically related to a contract but do not directly contribute to the transfer of control of the tangible product being created, such as non-recurring engineering costs. The Company has elected to use the practical expedient and does not consider unbilled amounts anticipated to be paid within one year as significant financing components.
Contract liabilities include customer deposits that are made prior to the incurrence of costs related to a newly agreed upon contract and advanced customer payments that are in excess of revenue recognized. The current portion of contract liabilities are classified as current liabilities under the caption “Customer deposits” while the noncurrent contract liabilities are classified as noncurrent liabilities under the caption "Other long-term liabilities" on the consolidated balance sheets. Noncurrent contract liabilities were $79 million at September 30, 2022 and $88 million at December 31, 2021. These contract liabilities are not considered a significant financing component because they are used to meet working capital demands that can be higher in the early stages of a contract or revenue associated with the contract liabilities is expected to be recognized within one year. Contract liabilities also include provisions for estimated losses from uncompleted contracts. Provisions for loss
contracts were $110 million and $107 million at September 30, 2022 and December 31, 2021, respectively. These provisions for estimated losses are classified as current liabilities and included within the caption “Other accrued liabilities” on the consolidated balance sheets.
The change in the carrying amount of contract assets and contract liabilities for the nine months ended September 30, 2022 and 2021 is as follows:
| Contract Assets | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Balance at beginning of year | $ | 545 | $ | 544 | |||||||
| Acquisitions | 28 | — | |||||||||
| Recognized in current year | 463 | 442 | |||||||||
| Reclassified to accounts receivable | (344) | (424) | |||||||||
| Foreign currency impact | (36) | (6) | |||||||||
| Balance at September 30 | $ | 656 | $ | 556 | |||||||
| Contract Liabilities | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Balance at beginning of year | $ | 824 | $ | 832 | |||||||
| Acquisitions | 12 | 2 | |||||||||
| Recognized in current year | 768 | 477 | |||||||||
| Amounts in beginning balance reclassified to revenue | (348) | (387) | |||||||||
| Current year amounts reclassified to revenue | (343) | (154) | |||||||||
| Foreign currency impact | (33) | (10) | |||||||||
| Balance at September 30 | $ | 880 | $ | 760 |
7. LEASES
The Company leases certain property, buildings and equipment. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments. Many of the Company's leases include rental escalation clauses, renewal options, and/or termination options that are factored into our determination of lease payments when appropriate. The Company does not separate lease and non-lease components. The right-of-use assets are classified as noncurrent and included within the caption "Other noncurrent assets" on the consolidated balance sheets. The current portion of lease liabilities are classified under the caption "Other accrued liabilities," while the noncurrent portion of lease liabilities are classified under the caption "Other long-term liabilities" on the consolidated balance sheets.
Operating lease expense was $15 million and $44 million for the three and nine months ended September 30, 2022, respectively, and $16 million and $44 million for the three and nine months ended September 30, 2021, respectively. New operating leases of $34 million and $58 million were added during the three and nine months ended September 30, 2022, respectively. Wabtec does not have material financing leases, short-term or variable leases or sublease income.
As most of the Company's leases do not provide a readily stated discount rate, the Company must estimate the rate to discount lease payments using its incremental borrowing rate. The Company has established discount rates by geographic region ranging from 1% to 9%.
Scheduled payments of lease liabilities are as follows:
| In millions | Operating Leases | ||||
| Remaining 2022 | $ | 14 | |||
| 2023 | 56 | ||||
| 2024 | 50 | ||||
| 2025 | 43 | ||||
| 2026 | 36 | ||||
| Thereafter | 139 | ||||
| Total lease payments | 338 | ||||
| Less: Present value discount | (26) | ||||
| Present value of lease liabilities | $ | 312 |
The following table summarizes the remaining lease term and discount rate assumptions used to develop the present value of operating lease liabilities:
| September 30, 2022 | December 31, 2021 | ||||||||||
| Weighted-average remaining lease term (years) | 8.4 | 8.2 | |||||||||
| Weighted-average discount rate | 2.3 | % | 2.3 | % |
8. LONG-TERM DEBT
Long-term debt consisted of the following:
| Effective Interest Rate | Face Value | September 30, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||||||
| In millions | Book Value | Fair Value****1 | Book Value | Fair Value****1 | |||||||||||||||||||||||||||||||
| Restated Credit Agreement: | |||||||||||||||||||||||||||||||||||
| Revolving Credit Facility | 4.8 | % | $ | 122 | $ | 118 | $ | 122 | $ | — | $ | — | |||||||||||||||||||||||
| Senior Notes: | |||||||||||||||||||||||||||||||||||
| 4.375% Senior Notes, due 2023 | 4.5 | % | $ | 250 | 250 | 248 | 250 | 260 | |||||||||||||||||||||||||||
| 4.15% Senior Notes, due 2024 | 4.6 | % | $ | 725 | 723 | 713 | 747 | 796 | |||||||||||||||||||||||||||
| 3.20% Senior Notes, due 2025 | 3.4 | % | $ | 500 | 497 | 468 | 497 | 523 | |||||||||||||||||||||||||||
| 3.45% Senior Notes, due 2026 | 3.5 | % | $ | 750 | 749 | 680 | 749 | 795 | |||||||||||||||||||||||||||
| 1.25% Senior Notes (EUR), due 2027 | 1.5 | % | € | 500 | 484 | 396 | 560 | 574 | |||||||||||||||||||||||||||
| 4.70% Senior Notes, due 2028 | 5.0 | % | $ | 1,250 | 1,244 | 1,161 | 1,243 | 1,423 | |||||||||||||||||||||||||||
| Other Borrowings | 10 | 10 | 12 | 12 | |||||||||||||||||||||||||||||||
| Total | 4,075 | 3,798 | 4,058 | 4,383 | |||||||||||||||||||||||||||||||
| Less: current portion | 251 | 249 | 2 | 2 | |||||||||||||||||||||||||||||||
| Long-term portion | $ | 3,824 | $ | 3,549 | $ | 4,056 | $ | 4,381 |
- See Note 13 for information on the fair value measurement of the Company's long-term debt.
Variances between Face Value and Book Value are the result of unamortized discounts and debt issuance fees. Amortization of discounts and debt issuance fees are included in the calculation of Effective Interest Rate.
For those debt securities that have a premium or discount at the time of issuance, the Company amortizes the amount through interest expense based on the maturity date or the first date the holders may require the Company to repurchase the debt securities, if applicable. A premium would result in a decrease in interest expense, and a discount would result in an increase in interest expense in future periods. Additionally, the Company has debt issuance costs related to certain financing transactions which are also amortized through interest expense. As of September 30, 2022 and December 31, 2021, the Company had total combined unamortized discount and debt issuance costs of $22 million and $23 million, respectively.
Credit Agreement
On June 8, 2018, the Company entered into a credit agreement (“Original Credit Agreement”) consisting of (i) term loans denominated in euros and U.S. dollars and (ii) a multi-currency revolving loan facility, providing for an equivalent in U.S. dollars of up to $1.2 billion. On August 15, 2022, the Company entered into a new unsecured credit agreement ("Restated
Credit Agreement"), which amended, restated and replaced the Original Credit Agreement. The Restated Credit Agreement is with a syndicate of lenders and provides for borrowings consisting of (i) a multi-currency revolving credit facility, providing for an equivalent in U.S. dollars of up to $1.5 billion (the “Revolving Credit Facility”) and (ii) a new $250 million delayed draw term loan facility (the “Delayed Draw Term Loan”), all pursuant to the terms and conditions of the Restated Credit Agreement (which are substantially similar with the terms of the Original Credit Agreement). The Restated Credit Agreement allows the Company to request, at prevailing market rates, an aggregate amount not to exceed $750 million, (a) increases to the borrowing commitments under the Revolving Credit Facility and/or (b) new incremental term loan commitments. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type.
The Revolving Credit Facility matures on August 15, 2027. The Delayed Draw Term Loan is available for borrowings until February 15, 2024 and any borrowings under the Delayed Draw Term Loan will mature on August 15, 2027. Amounts borrowed and repaid under the Delayed Draw Term Loan may not be reborrowed. The applicable interest rate for borrowings under the Restated Credit Agreement includes a base rate plus an interest rate spread up to 1.75% based on the lower of the pricing corresponding to (i) the Company’s financial leverage or (ii) the Company’s public rating. Obligations under the Restated Credit Agreement have been guaranteed by certain of the Company’s subsidiaries.
Under the Restated Credit Agreement, the Company has agreed to maintain an Interest Coverage Ratio of at least 3.0 to 1.0, and a Leverage Ratio not to exceed 3.5 to 1.0. The Interest Coverage Ratio is defined as EBITDA (earnings before interest, taxes, depreciation, and amortization) to Interest Expense for the four quarters then ended. The Leverage Ratio is defined as Net Debt as of the last day of such fiscal quarter to EBITDA for the four quarters then ended. Additionally, the Company may submit a request for an increased maximum Leverage Ratio in contemplation of a Material Acquisition. All terms are as defined in the Restated Credit Agreement.
The Company was in compliance with all financial covenants in the Restated Credit Agreement as of September 30, 2022.
The following table presents availability under the Restated Credit Agreement at September 30, 2022:
| In millions | ||||||||
| Maximum Revolving Credit Facility Availability | $ | 1,500 | ||||||
| Delayed Draw Term Loan | 250 | |||||||
| Outstanding Borrowings | (122) | |||||||
| Letters of Credit Under Credit Agreement | (3) | |||||||
| Current Availability | $ | 1,625 |
Senior Notes
The Company or its subsidiaries may issue senior notes from time to time. These notes are comprised of our 4.375% Senior Notes due 2023 (the "2023 Notes"), 4.15% Senior Notes due 2024 (the "2024 Notes"), 3.20% Senior Notes due 2025 (the "2025 Notes"), 3.45% Senior Notes due 2026 (the "2026 Notes"), 1.25% Senior Notes (EUR) due 2027 (the "Euro Notes"), and 4.70% Senior Notes due 2028 (the "2028 Notes"). The 2023 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 2028 Notes are the “US Notes”, and collectively with the Euro Notes, the “Senior Notes.” Interest on the US Notes is payable semi-annually and interest on the Euro Notes is paid annually. Each series of the Senior Notes may be redeemed at any time in whole or from time to time in part in accordance with the provisions of the indenture, under which such series of notes was issued. Each of the Senior Notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest. The US Notes and the Company's guarantee of the Euro Notes are senior unsecured obligations of the Company and rank pari passu with all existing and future senior debt, and are senior to all existing and future subordinated indebtedness of the Company.
During the second quarter of 2022, the Company redeemed $25 million of principal from the 2024 Notes plus a premium and the related accrued interest.
The indentures under which the Senior Notes were issued contain covenants and restrictions which limit, subject to certain exceptions, certain sale and leaseback transactions with respect to principal properties, the incurrence of secured debt without equally and ratably securing the Senior Notes, and certain merger and consolidation transactions. The covenants do not require the Company to maintain any financial ratios or specified levels of net worth or liquidity. The US Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the Company's subsidiaries that is a guarantor under the Senior Credit Facility. The Euro Notes were issued by Wabtec Transportation Netherlands B.V. and are fully and unconditionally guaranteed by the Company.
The Company is in compliance with the restrictions and covenants in the indentures under which the Senior Notes were issued and expects that these restrictions and covenants will not be any type of limiting factor in executing our operating activities.
9. STOCK-BASED COMPENSATION
As of September 30, 2022, 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, as amended and restated (the “2011 Plan”) and the 2000 Stock Incentive Plan, as amended (the “2000 Plan”). The 2011 Plan has a term through May 15, 2030, and as of September 30, 2022 the number of shares available for future grants under the 2011 Plan was approximately 5.3 million shares. The Company also maintains a 1995 Non-Employee Directors’ Fee and Stock Option Plan as amended and restated (“the Directors Plan”).
Stock-based compensation expense was $12 million and $35 million for the three and nine months ended September 30, 2022, respectively, and $10 million and $34 million for the three and nine months ended September 30, 2021, respectively. At September 30, 2022, unamortized compensation expense related to stock options, non-vested restricted shares and incentive stock units expected to vest totaled $57 million.
Stock Options Stock options are granted to eligible employees at an exercise price equivalent to the stock's fair market value, which is the average of the high and low Wabtec stock price on the date of grant. New options granted become exercisable over a three-year vesting period. Options expire 10 years from the date of grant. No stock options were granted during the nine months ended September 30, 2022.
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, 2022:
| Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic value (in millions) | ||||||||||||||||||||
| Outstanding at December 31, 2021 | 531,915 | $ | 75.40 | 6.5 | $ | 9 | |||||||||||||||||
| Exercised | (55,944) | $ | 74.64 | ||||||||||||||||||||
| Canceled | (21,052) | $ | 74.59 | ||||||||||||||||||||
| Outstanding at September 30, 2022 | 454,919 | $ | 75.53 | 5.8 | $ | 3 | |||||||||||||||||
| Exercisable at September 30, 2022 | 347,995 | $ | 74.44 | 5.6 | $ | 3 |
Restricted Stock, Restricted Units and Incentive Stock As provided for under the 2011 Plan and 2000 Plan, eligible employees are granted restricted stock that generally vests over three years from the date of grant. Under the Directors Plan, restricted stock awards 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, with underlying shares of common stock being awarded in an amount ranging from 0% to 200% of the amount of initial incentive stock units granted. The incentive stock units included in the table below represent the number of incentive stock units that are expected to vest based on the Company’s estimate for meeting those established performance targets. As of September 30, 2022, the Company estimates that it will achieve 135%, 120% and 106% for the incentive stock awards expected to vest based on performance for the three-year periods ending December 31, 2022, 2023, and 2024, respectively, and has recorded incentive compensation expense accordingly. If the estimate of the number of these incentive stock units expected to vest changes in a future accounting period, cumulative compensation expense could increase or decrease resulting in recognition 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.
The following table summarizes the restricted stock activity and incentive stock units' activity for the nine months ended September 30, 2022:
| Restricted Stock and Units | Incentive Stock Units | Weighted Average Grant Date Fair Value | |||||||||||||||
| Outstanding at December 31, 2021 | 507,698 | 607,101 | $ | 78.06 | |||||||||||||
| Granted | 449,076 | 176,657 | $ | 91.16 | |||||||||||||
| Vested | (213,043) | (43,039) | $ | 74.98 | |||||||||||||
| Adjustment for incentive stock awards expected to vest | — | 26,222 | $ | 84.10 | |||||||||||||
| Canceled | (37,548) | (38,313) | $ | 75.69 | |||||||||||||
| Outstanding at September 30, 2022 | 706,183 | 728,628 | $ | 84.56 |
10. INCOME TAXES
The overall effective tax rate of 24.7% and 25.1% for the three and nine months ended September 30, 2022, respectively, differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of state and foreign taxes.
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, | Nine Months Ended September 30, | ||||||||||||||||||||||
| In millions, except per share data | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net income attributable to Wabtec shareholders | $ | 160 | $ | 131 | $ | 475 | $ | 368 | |||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted average shares outstanding - basic | 181.3 | 187.6 | 182.6 | 188.2 | |||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Assumed conversion of dilutive stock-based compensation plans | 0.6 | 0.4 | 0.5 | 0.4 | |||||||||||||||||||
| Weighted average shares outstanding - diluted | 181.9 | 188.0 | 183.1 | 188.6 | |||||||||||||||||||
| Net income attributable to Wabtec shareholders per common share | |||||||||||||||||||||||
| Basic | $ | 0.88 | $ | 0.69 | $ | 2.60 | $ | 1.95 | |||||||||||||||
| Diluted | $ | 0.88 | $ | 0.69 | $ | 2.59 | $ | 1.95 |
Approximately 0.1 million outstanding shares of stock options for the three and nine months ended September 30, 2021 were not included in the computation of diluted earnings per share because their exercise price exceeded the average market price of the Company's common stock.
12. WARRANTIES
The following table reconciles the changes in the Company’s product warranty reserve for the nine months ended September 30, 2022 and 2021:
| In millions | 2022 | 2021 | |||||||||
| Balance at beginning of year | $ | 259 | $ | 279 | |||||||
| Acquisitions | 3 | 2 | |||||||||
| Warranty expense | 55 | 85 | |||||||||
| Warranty claim payments | (65) | (85) | |||||||||
| Foreign currency impact/other | (16) | (9) | |||||||||
| Balance at September 30 | $ | 236 | $ | 272 |
13. FAIR VALUE MEASUREMENT AND DERIVATIVE 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; and, 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 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, 2022 and December 31, 2021. The Company’s defined benefit pension plan assets consist primarily of equity security funds, debt security funds, insurance contracts, and temporary cash and cash equivalent investments. 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 represents 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 Senior Notes are considered Level 2 based on the fair value valuation hierarchy. Contingent consideration related to the GE Transportation acquisition is considered Level 3 based on the fair value valuation hierarchy. At September 30, 2022 and December 31, 2021, $110 million was classified as "Other accrued liabilities" on the Company's Consolidated Balance Sheets and $143 million and $141 million, respectively, was included within long-term liabilities classified as "Contingent consideration" on the Company's Consolidated Balance Sheets. The fair value approximates the carrying value at September 30, 2022 and December 31, 2021.
Hedging Activities In the normal course of business, the Company is exposed to market risk related to interest rates, commodity prices and foreign currency exchange rate fluctuations, which may adversely affect our operating results and financial position. At times, we limit these risks through the use of derivatives such as cross-currency swaps, foreign currency forward contracts, interest rate swaps, commodity swaps and options. These hedging 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. In accordance with our policy, derivatives are only used for hedging purposes. We do not use derivatives for trading or speculative purposes.
Foreign Currency Exchange Risk
The Company uses forward contracts to hedge forecasted foreign currency denominated sales of finished goods and future settlement of foreign currency denominated assets and liabilities. Derivatives used to hedge firm commitments relevant to sales and purchases and forecasted transactions to be realized with high probability that meet the criteria for hedge accounting are designated as cash flow hedges. The effective portion of gains and losses is deferred as a component of Accumulated other comprehensive loss and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item. For the three and nine months ended September 30, 2022 and 2021, the amounts reclassified into income were not material.
The Company has also established balance sheet risk management and net investment hedging programs to protect its balance sheet against foreign currency exchange rate volatility. We conduct our business worldwide in U.S. dollars and the functional currencies of our foreign subsidiaries, including euro, Indian rupee, British pound sterling, Australian dollars and several other foreign currencies. Changes in these foreign currency exchange rates could have a material adverse impact on our financial results that are reported in U.S. dollars. We are also exposed to foreign currency exchange rate risk related to our foreign subsidiaries, including intercompany loans denominated in non-functional currencies. We hedge these exposures using foreign currency swap contracts and cross-currency swaps to offset the potential income statement effects on intercompany loans denominated in non-functional currencies. These programs reduce but do not eliminate foreign currency exchange rate risk entirely.
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. 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 income, net. The net loss related to these contracts was $3 million and $11 million for the three and nine months ended September 30, 2022, respectively, and a net loss of $3 million for the nine months ended September 30, 2021. These contracts typically mature within one year.
The following table summarizes the gross notional amounts and fair values of the designated and non-designated hedges discussed in the above sections as of September 30, 2022, which are included in "Other current assets" and "Other accrued liabilities" on the Consolidated Balance Sheets:
| Fair Value | Gross Notional Amount | ||||||||||||||||||||||||||||
| In millions | Level | Designated | Non-Designated | Designated | Non-Designated | ||||||||||||||||||||||||
| Foreign Exchange Contracts | |||||||||||||||||||||||||||||
| Other current assets | 2 | $ | 4 | $ | — | $ | 458 | $ | 234 | ||||||||||||||||||||
| Other current liabilities | 2 | (2) | — | 539 | — | ||||||||||||||||||||||||
| Cross-currency Swaps | |||||||||||||||||||||||||||||
| Other current liabilities | 2 | — | — | 12 | — | ||||||||||||||||||||||||
| Total | $ | 2 | $ | — | $ | 1,009 | $ | 234 |
The following table summarizes the gross notional amounts and fair values of the designated and non-designated hedges discussed in the above sections as of December 31, 2021, which are included in "Other current assets" and "Other accrued liabilities" on the Consolidated Balance Sheets:
| Fair Value | Gross Notional Amount | ||||||||||||||||||||||||||||
| In millions | Level | Designated | Non-Designated | Designated | Non-Designated | ||||||||||||||||||||||||
| Foreign Exchange Contracts | |||||||||||||||||||||||||||||
| Other current assets | 2 | $ | 8 | $ | — | $ | 627 | $ | — | ||||||||||||||||||||
| Other current liabilities | 2 | (1) | (2) | 613 | 289 | ||||||||||||||||||||||||
| Cross-currency Swaps | |||||||||||||||||||||||||||||
| Other current assets | 2 | — | — | 14 | — | ||||||||||||||||||||||||
| Total | $ | 7 | $ | (2) | $ | 1,254 | $ | 289 |
Interest Rate Risk
The Company may use interest rate swap contracts on certain investing and borrowing transactions to manage its net exposure to interest rate changes and to reduce its overall cost of borrowing. The Company does not use leveraged swaps and, in general, does not leverage any of its investment activities that would put principal capital at risk. For the nine months ended September 30, 2022 and 2021 the amounts reclassified into income were not material.
Commodity Price Risk
The Company may use commodity forward contracts and futures to mitigate its exposure to commodity price changes and to reduce its overall cost of manufacturing. For the nine months ended September 30, 2022 and 2021 the amounts recognized as income or expense were not material.
14. COMMITMENTS AND CONTINGENCIES
The Company is subject to a variety of environmental laws and regulations governing discharges to air and water, the handling, storage and disposal of hazardous or solid waste materials and the remediation of contamination associated with releases of hazardous substances. The Company believes its operations currently comply in all material respects with all of the various environmental laws and regulations applicable to our business; however, there can be no assurance that environmental requirements will not change in the future or that we will not incur significant costs to comply with such requirements.
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. The vast majority of the claims are submitted to insurance carriers for defense and indemnity, or to non-affiliated companies that retain the liabilities for the asbestos-containing products at issue. We cannot, however, assure that all of these claims will be fully covered by insurance, or that the indemnitors or insurers will remain financially viable. Our ultimate legal and financial liability with respect to these claims, as is the case with other pending litigation, cannot be estimated. A limited number of claims are not covered by insurance, nor are they subject to indemnity from non-affiliated parties. Management believes that the costs of the Company’s asbestos-related cases will not be material to the Company’s overall financial position, results of operations and cash flows.
Xorail, Inc., a wholly owned subsidiary of the Company (“Xorail”), has received notices from Denver Transit Constructors (“DTC”) alleging breach of contract related to the operating of constant warning wireless crossings, and late delivery of the Train Management & Dispatch System (“TMDS”) for the Denver Eagle P3 Project, which is owned by the Denver Regional Transit District ("RTD"). No damages have been asserted for the alleged late delivery of the TMDS, and no formal claim has been filed; Xorail has successfully completed a remediation plan concerning the TMDS issues. With regard to the wireless crossing issue, as of September 8, 2017, DTC alleged that total damages were $37 million through July 31, 2017 and were continuing to accumulate. The majority of the damages stems from a delay in approval of the wireless crossing system by the Federal Railway Administration ("FRA") and the Public Utility Commission ("PUC"), resulting in the use of flaggers at all of the crossings pending approval of the wireless crossing system and certification of the crossings. DTC has alleged that the delay is due to Xorail's failure to achieve constant warning times for the crossings in accordance with the approval requirements imposed by the FRA and PUC. Xorail has denied DTC's assertions, stating that its system satisfied the contractual requirements. Xorail has worked with DTC to modify its system and implement the FRA's and PUC's previously undefined approval requirements; the FRA and PUC have both approved modified wireless crossing system, and as of August 2018, DTC completed the process of certifying the crossings and eliminated the use of flaggers. DTC has not updated its claim notices or alleged damages against Xorail, nor have they filed any formal claim against Xorail. On September 21, 2018, DTC filed a complaint against RTD in Colorado state court for breach of contract related to non-payments and the costs for the flaggers, asserting a change-in-law arising from the FRA/PUC’s new certification requirements. DTC’s complaint generally supports Xorail’s position and does not name or implicate Xorail. DTC's claim against RTD proceeded to trial on September 21, 2020; the trial has been completed, including post-trial submissions.
From time to time the Company is involved in litigation relating to claims arising out of its operations in the ordinary course of business. As of the date hereof, the Company is involved in no litigation that the Company believes will have a material adverse effect on its financial condition, results of operations or liquidity.
15. 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.
Freight Segment primarily builds new locomotives, manufactures and services components for new and existing freight cars and locomotives, rebuilds freight locomotives, supplies railway electronics, positive train control equipment, signal design and engineering services 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. We refer to sales of both goods, such as spare parts and equipment upgrades, and related services, such as monitoring, maintenance and repairs, as sales in our Services product line.
Transit Segment primarily manufactures and services components for new and existing passenger transit vehicles, typically regional trains, high speed trains, subway cars, light-rail vehicles and buses. It also refurbishes subway cars and provides heating, ventilation, and air conditioning equipment and doors for buses and 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. Intersegment sales are accounted for at prices that are generally established by reference to similar transactions with unaffiliated customers. Corporate activities include general corporate expenses, elimination of intersegment transactions, interest income and expense, and other unallocated charges.
Segment financial information for the three months ended September 30, 2022 is as follows:
| In millions | Freight Segment | Transit Segment | Corporate Activities and Elimination | Total | |||||||||||||||||||
| Sales to external customers | $ | 1,531 | $ | 550 | $ | — | $ | 2,081 | |||||||||||||||
| Intersegment sales/(elimination) | 13 | 7 | (20) | — | |||||||||||||||||||
| Total sales | $ | 1,544 | $ | 557 | $ | (20) | $ | 2,081 | |||||||||||||||
| Income (loss) from operations | $ | 233 | $ | 53 | $ | (25) | $ | 261 | |||||||||||||||
| Interest expense and other, net | — | — | (44) | (44) | |||||||||||||||||||
| Income (loss) before income taxes | $ | 233 | $ | 53 | $ | (69) | $ | 217 |
Segment financial information for the three months ended September 30, 2021 is as follows:
| In millions | Freight Segment | Transit Segment | Corporate Activities and Elimination | Total | |||||||||||||||||||
| Sales to external customers | $ | 1,295 | $ | 612 | $ | — | $ | 1,907 | |||||||||||||||
| Intersegment sales/(elimination) | 12 | 8 | (20) | — | |||||||||||||||||||
| Total sales | $ | 1,307 | $ | 620 | $ | (20) | $ | 1,907 | |||||||||||||||
| Income (loss) from operations | $ | 195 | $ | 44 | $ | (22) | $ | 217 | |||||||||||||||
| Interest expense and other, net | — | — | (42) | (42) | |||||||||||||||||||
| Income (loss) before income taxes | $ | 195 | $ | 44 | $ | (64) | $ | 175 |
Segment financial information for the nine months ended September 30, 2022 is as follows:
| In millions | Freight Segment | Transit Segment | Corporate Activities and Elimination | Total | |||||||||||||||||||
| Sales to external customers | $ | 4,343 | $ | 1,713 | $ | — | $ | 6,056 | |||||||||||||||
| Intersegment sales/(elimination) | 38 | 24 | (62) | — | |||||||||||||||||||
| Total sales | $ | 4,381 | $ | 1,737 | $ | (62) | $ | 6,056 | |||||||||||||||
| Income (loss) from operations | $ | 655 | $ | 168 | $ | (59) | $ | 764 | |||||||||||||||
| Interest expense and other, net | — | — | (120) | (120) | |||||||||||||||||||
| Income (loss) before income taxes | $ | 655 | $ | 168 | $ | (179) | $ | 644 |
Segment financial information for the nine months ended September 30, 2021 is as follows:
| In millions | Freight Segment | Transit Segment | Corporate Activities and Elimination | Total | |||||||||||||||||||
| Sales to external customers | $ | 3,814 | $ | 1,935 | $ | — | $ | 5,749 | |||||||||||||||
| Intersegment sales/(elimination) | 37 | 25 | (62) | — | |||||||||||||||||||
| Total sales | $ | 3,851 | $ | 1,960 | $ | (62) | $ | 5,749 | |||||||||||||||
| Income (loss) from operations | $ | 510 | $ | 159 | $ | (57) | $ | 612 | |||||||||||||||
| Interest expense and other, net | — | — | (110) | (110) | |||||||||||||||||||
| Income (loss) before income taxes | $ | 510 | $ | 159 | $ | (167) | $ | 502 |
Sales to external customers by product line are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| In millions | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
| Freight Segment | ||||||||||||||||||||||||||
| Services | $ | 669 | $ | 583 | $ | 2,046 | $ | 1,767 | ||||||||||||||||||
| Equipment | 443 | 335 | 1,098 | 925 | ||||||||||||||||||||||
| Components | 232 | 222 | 695 | 649 | ||||||||||||||||||||||
| Digital Electronics | 187 | 155 | 504 | 473 | ||||||||||||||||||||||
| Total Freight Segment | $ | 1,531 | $ | 1,295 | $ | 4,343 | $ | 3,814 | ||||||||||||||||||
| Transit Segment | ||||||||||||||||||||||||||
| Original Equipment Manufacturer | $ | 264 | $ | 287 | $ | 815 | $ | 894 | ||||||||||||||||||
| Aftermarket | 286 | 325 | 898 | 1,041 | ||||||||||||||||||||||
| Total Transit Segment | $ | 550 | $ | 612 | $ | 1,713 | $ | 1,935 |
16. OTHER INCOME, NET
The components of Other income, net are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| In millions | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
| Foreign currency (loss) gain | $ | (6) | $ | (4) | $ | (5) | $ | 7 | ||||||||||||||||||
| Equity income | 6 | 4 | 13 | 11 | ||||||||||||||||||||||
| Expected return on pension assets/amortization | 2 | 2 | 7 | 7 | ||||||||||||||||||||||
| Other miscellaneous income (expense), net | 2 | (2) | — | — | ||||||||||||||||||||||
| Total Other income, net | $ | 4 | $ | — | $ | 15 | $ | 25 |
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