UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): September 22, 2017
WABCO HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 1-33332 | | 20-8481962 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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Chaussée de la Hulpe 166, 1170 Brussels, Belgium 2770 Research Drive, Rochester Hills, Michigan | | 48309-3511 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:32-2-663-98-00
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On September 22, 2017, WABCO Holdings Inc. (the “Company”) posted an investor presentation to its website atwww.wabco-auto.com on the “Investor Relations” page. A copy of the investor presentation is attached as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
The Company, a leading global supplier of technologies and services that improve the safety, efficiency and connectivity of commercial vehicles, will hold a conference call at 9:00 a.m. Eastern Time on Friday, September 22, 2017. Jacques Esculier, Chairman and Chief Executive Officer, and Alexander De Bock, Interim Chief Financial Officer, will discuss the Company’s recently disclosed agreement to take full ownership of the Meritor WABCO joint venture in North America, its recent acquisition of R. H. Sheppard Co., Inc. and the anticipated impact of these transactions on the Company’s results.
The call is also accessible by telephone in listen only mode.Dial-in number is +1 408 940 3818 and U.S. toll-freedial-in number is 877 844 0834.
A replay of the call will be available from 12:00 Noon Eastern Time on September 22 until 12:00 Noon Eastern Time on September 29, 2017. Replaydial-in number is +1 404 537 3406 and U.S. toll-freedial-in number is 855 859 2056. Conference ID is 89098484.
The information contained in this Current Report on Form8-K, including Exhibit 99.1 hereto, is furnished pursuant to Item 7.01 of Form8-K and shall not be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
The investor presentation containsnon-GAAP financial measures. For purposes of Regulation G, anon-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are furnished as part of this Current Report on Form8-K to the extent described in Item 7.01.
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Exhibit No. | | Description of Document |
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| 99.1 | | Investor Presentation dated September 22, 2017 |
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Comments in this Current Report on Form8-K and in the exhibit attached hereto contain certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 that are based on management’s good faith expectations and beliefs concerning future developments. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “strategies,” “prospects,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward looking in nature and not historical facts. Actual results may differ materially from these expectations as a result of many factors. These factors include, but are not limited to, the actual level of commercial vehicle production in our end markets, adverse developments in the business of our key customers, pricing changes to our supplies or products, our ability to successfully integrate any acquired businesses or our acquired businesses not performing as planned, our ability to mitigate any tax risks, including, but not limited to those risks associated with changes in legislation, tax audits and the loss of the benefits associated with our tax rulings and incentives in certain jurisdictions, and the other risks and uncertainties described in the “Risk Factors” section and the “Information Concerning Forward Looking Statements” section of WABCO’s Form10-K, as well as in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information Concerning Forward Looking Statements” section of WABCO’s Form10-Q Quarterly Reports. WABCO does not undertake any obligation to update such forward-looking statements. All market and industry data are based on company estimates.
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: September 22, 2017 | | | | WABCO HOLDINGS INC. |
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| | | | By: | | /s/ LISA BROWN |
| | | | Name: | | Lisa Brown |
| | | | Title: | | Chief Legal Officer & Secretary |
