Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 26, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | WAB | |
Entity Registrant Name | WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP | |
Entity Central Index Key | 943,452 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 96,478,074 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 208,241 | $ 425,849 |
Accounts receivable | 474,213 | 443,464 |
Unbilled accounts receivable | 151,131 | 187,762 |
Inventories | 517,486 | 510,949 |
Deposit in escrow | 209,128 | 0 |
Deferred income taxes | 46,025 | 43,953 |
Other | 43,867 | 25,887 |
Total current assets | 1,650,091 | 1,637,864 |
Property, plant and equipment | 707,925 | 683,034 |
Accumulated depreciation | (356,691) | (343,923) |
Property, plant and equipment, net | 351,234 | 339,111 |
Other Assets | ||
Goodwill | 852,995 | 862,338 |
Other intangibles, net | 436,991 | 422,811 |
Other noncurrent assets | 34,771 | 41,717 |
Total other assets | 1,324,757 | 1,326,866 |
Total Assets | 3,326,082 | 3,303,841 |
Current Liabilities | ||
Accounts payable | 319,225 | 399,845 |
Customer deposits | 106,889 | 111,797 |
Accrued compensation | 71,478 | 70,857 |
Accrued warranty | 72,693 | 68,031 |
Current portion of long-term debt | 430 | 792 |
Other accrued liabilities | 83,934 | 87,480 |
Total current liabilities | 654,649 | 738,802 |
Long-term debt | 450,589 | 520,403 |
Accrued postretirement and pension benefits | 78,437 | 81,908 |
Deferred income taxes | 113,758 | 112,915 |
Accrued warranty | 22,257 | 19,818 |
Other long-term liabilities | 20,951 | 21,697 |
Total liabilities | 1,340,641 | 1,495,543 |
Shareholders’ Equity | ||
Preferred stock | 0 | 0 |
Common stock | 1,323 | 1,323 |
Additional paid-in capital | 463,151 | 448,531 |
Treasury stock | (409,792) | (392,262) |
Retained earnings | 2,186,673 | 1,909,136 |
Accumulated other comprehensive loss | (257,208) | (159,486) |
Total Westinghouse Air Brake Technologies Corporation shareholders' equity | 1,984,147 | 1,807,242 |
Non-controlling interest (minority interest) | 1,294 | 1,056 |
Total shareholders’ equity | 1,985,441 | 1,808,298 |
Total Liabilities and Shareholders’ Equity | $ 3,326,082 | $ 3,303,841 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 132,349,534 | 132,349,534 |
Common stock, shares outstanding (in shares) | 96,478,084 | 96,274,395 |
Treasury stock, shares (in shares) | 35,871,460 | 36,075,139 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 809,527 | $ 797,271 | $ 2,475,149 | $ 2,223,588 |
Cost of sales | (552,458) | (549,813) | (1,694,961) | (1,541,903) |
Gross profit | 257,069 | 247,458 | 780,188 | 681,685 |
Selling, general and administrative expenses | (82,206) | (88,359) | (255,969) | (231,422) |
Engineering expenses | (17,239) | (16,391) | (51,852) | (43,558) |
Amortization expense | (5,546) | (6,731) | (16,009) | (16,559) |
Total operating expenses | (104,991) | (111,481) | (323,830) | (291,539) |
Income from operations | 152,078 | 135,977 | 456,358 | 390,146 |
Other income and expenses | ||||
Interest expense, net | (4,351) | (4,594) | (12,698) | (13,569) |
Other (expense) income, net | (2,937) | (154) | (7,690) | 72 |
Income from operations before income taxes | 144,790 | 131,229 | 435,970 | 376,649 |
Income tax expense | (45,609) | (41,074) | (139,121) | (117,655) |
Net income attributable to Wabtec shareholders | $ 99,181 | $ 90,155 | $ 296,849 | $ 258,994 |
Basic | ||||
Net income attributable to Wabtec shareholders (in dollars per share) | $ 1.03 | $ 0.94 | $ 3.08 | $ 2.69 |
Diluted | ||||
Net income attributable to Wabtec shareholders (in dollars per share) | $ 1.02 | $ 0.93 | $ 3.05 | $ 2.67 |
Weighted average shares outstanding | ||||
Basic shares outstanding (in shares) | 96,369 | 95,935 | 96,135 | 95,745 |
Diluted shares outstanding (in shares) | 97,368 | 97,004 | 97,162 | 96,834 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income attributable to Wabtec shareholders | $ 99,181 | $ 90,155 | $ 296,849 | $ 258,994 |
Foreign currency translation loss | (48,474) | (60,964) | (100,323) | (52,876) |
Unrealized (loss) gain on derivative contracts | (1,788) | 1,153 | (2,544) | 560 |
Pension benefit plans and post-retirement benefit plans | 2,586 | 2,553 | 5,586 | 4,335 |
Other comprehensive loss before tax | (47,676) | (57,258) | (97,281) | (47,981) |
Income tax (expense) benefit related to components of other comprehensive income (loss) | 164 | (1,067) | (441) | (1,448) |
Other comprehensive loss, net of tax | (47,512) | (58,325) | (97,722) | (49,429) |
Comprehensive income attributable to Wabtec shareholders | $ 51,669 | $ 31,830 | $ 199,127 | $ 209,565 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Activities | ||
Net income attributable to Wabtec shareholders | $ 296,849 | $ 258,994 |
Adjustments to reconcile net income to cash provided by operations: | ||
Depreciation and amortization | 48,167 | 44,977 |
Stock-based compensation expense | 20,092 | 19,107 |
Loss on disposal of property, plant and equipment | 1,804 | 114 |
Excess income tax benefits from exercise of stock options | (2,683) | (2,739) |
Changes in operating assets and liabilities, net of acquisitions | ||
Accounts receivable and unbilled accounts receivable | (881) | (89,359) |
Inventories | (15,847) | (33,958) |
Accounts payable | (80,701) | 40,971 |
Accrued income taxes | 20,964 | 16,355 |
Accrued liabilities and customer deposits | (12,911) | 8,342 |
Other assets and liabilities | (19,547) | (32,640) |
Net cash provided by operating activities | 255,306 | 230,164 |
Investing Activities | ||
Purchase of property, plant and equipment | (33,079) | (30,977) |
Proceeds from disposal of property, plant and equipment | 354 | 340 |
Acquisitions of businesses, net of cash acquired | (100,108) | (299,661) |
Deposit in escrow | (209,128) | 0 |
Net cash used for investing activities | (341,961) | (330,298) |
Financing Activities | ||
Proceeds from debt | 390,300 | 433,400 |
Payments of debt | (460,308) | (362,965) |
Purchase of treasury stock | (22,336) | (26,757) |
Proceeds from exercise of stock options and other benefit plans | 2,708 | 3,044 |
Excess income tax benefits from exercise of stock options | 2,683 | 2,739 |
Payment of income tax withholding on share-based compensation | (14,565) | 0 |
Earn-out settlement | 0 | (4,429) |
Cash dividends | (19,315) | (13,471) |
Net cash (used for) provided by financing activities | (120,833) | 31,561 |
Effect of changes in currency exchange rates | (10,120) | (4,646) |
Decrease in cash | (217,608) | (73,219) |
Cash, beginning of period | 425,849 | 285,760 |
Cash, end of period | $ 208,241 | $ 212,541 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Cash Flows [Abstract] | ||
Cash dividends, per share (in dollars per share) | $ 0.20 | $ 0.14 |
Business
Business | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | BUSINESS Westinghouse Air Brake Technologies Corporation (“Wabtec”) is one of the world’s largest providers of value-added, technology-based products and services for the global rail industry. Our products are found on virtually all U.S. locomotives, freight cars and passenger transit vehicles, as well as in more than 100 countries throughout the world. Our products enhance safety, improve productivity and reduce maintenance costs for customers, and many of 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 20 countries. In the first nine months of 2015 , about 48% of the Company’s revenues came from customers outside the U.S. |
Proposed Transaction with Faive
Proposed Transaction with Faiveley Transport S.A. | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Proposed Transaction with Faiveley Transport S.A. | PROPOSED TRANSACTION WITH FAIVELEY TRANSPORT S.A. On July 27, 2015, the Company announced plans to acquire Faiveley Transport S.A. ("Faiveley Transport"), a leading global provider of value-added, integrated systems and services for the railway industry with annual sales of about $1.2 billion and more than 5,700 employees in 24 countries. Faiveley Transport supplies railway manufacturers, operators and maintenance providers with a range of valued-added, technology-based systems and services in Energy & Comfort (air conditioning, power collectors and converters, and passenger information), Access & Mobility (passenger access systems and platform doors), and Brakes & Safety (braking systems and couplers). The transaction has been structured in three steps: • Wabtec made an irrevocable offer to the owners of approximately 51% of Faiveley Transport’s shares for a purchase price of €100 per share, payable 25% in cash and 75% in Wabtec preferred stock. The preferred stock will have a 1% annual dividend or, if greater, the annual dividend assuming full conversion into common shares, and must be converted after three years into Wabtec common shares at an implied ratio of one Faiveley Transport common share for 1.125 Wabtec common shares. Shareholders owning 51% of Faiveley Transport have entered into exclusive discussions with Wabtec. • Upon completion of required labor group consultations, on October 6, 2015 the 51% shareholders entered into a definitive share purchase agreement and Faiveley Transport entered into an acquisition agreement with Wabtec. • Upon completing the share purchase, Wabtec will commence a tender offer for the remaining publicly traded Faiveley Transport shares. The public shareholders will have the option to elect to receive €100 per share in cash or Wabtec preferred stock. The preferred stock portion of the consideration is subject to a cap of 75% of Faiveley Transport’s common shares. Wabtec intends to delist Faiveley Transport from Euronext after the tender offer if minority interests represent less than 5% . The total purchase price offered is about $1.8 billion , including assumed debt. Wabtec plans to fund the cash portion of the transaction with cash on hand, existing credit facilities and potentially other debt financing. Prior to September 30, 2015 Wabtec set aside $209.1 million as an escrow deposit for the Faiveley Transport purchase. The combination of Wabtec and Faiveley Transport would create one of the world’s largest public rail equipment companies, with revenues of about $4.5 billion and a presence in all key freight rail and passenger transit geographies worldwide. Closing of the transaction is subject to various conditions, including completion of regulatory requirements. These steps are currently on-going and the timing of completion is unknown. ACQUISITIONS The Company has made the following acquisitions operating as a business unit or component of a business unit in the Freight Segment: • On February 4, 2015 , the Company acquired Railroad Controls L.P. (“RCL”), a provider of railway signal construction services, for a purchase price of approximately $76.4 million , net of cash acquired, resulting in preliminary goodwill of $12.8 million , none of which will be deductible for tax purposes. • On September 3, 2014 , the Company acquired C2CE Pty Ltd. (“C2CE”), a provider of railway signal design services, for a purchase price of approximately $25.5 million , net of cash acquired, resulting in additional goodwill of $15.9 million , none of which will be deductible for tax purposes. The Company has made the following acquisitions operating as a business unit or component of a business unit in the Transit Segment: • On June 17, 2015 , the Company acquired Metalocaucho (“MTC”), a manufacturer of transit products, primarily rubber components for suspension and vibration control systems, for a purchase price of approximately $23.4 million , net of cash acquired, resulting in preliminary goodwill of $12.1 million , none of which will be deductible for tax purposes. • On August 21, 2014 , the Company acquired Dia-Frag (“Dia-Frag”), a manufacturer of friction products for various markets with a focus on motorcycle braking, for a purchase price of approximately $70.6 million , net of cash acquired, resulting in additional goodwill of $35.9 million , none of which will be deductible for tax purposes. • On June 6, 2014 , the Company acquired Fandstan Electric Group Ltd. (“Fandstan”), a leading rail and industrial equipment manufacturer for a variety of markets, including rail and tram transportation, industrial and energy, for a purchase price of approximately $199.4 million , net of cash acquired, resulting in additional goodwill of $64.7 million , none of which will be deductible for tax purposes. The acquisitions listed above include escrow deposits of $40.8 million , which act as security for indemnity and other claims in accordance with the purchase and related escrow agreements. For the MTC and RCL acquisitions, the following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition. For the C2CE , Dia-Frag , and Fandstan acquisitions, the following table summarizes the final fair values of the assets acquired and liabilities assumed at the date of acquisition. MTC RCL C2CE Dia-Frag Fandstan In thousands June 17, February 4, September 3, August 21, June 6, Current assets $ 10,906 $ 16,445 $ 9,812 $ 12,158 $ 124,280 Property, plant & equipment 1,510 11,983 1,853 13,749 67,948 Goodwill 12,141 12,840 15,896 35,850 64,713 Other intangible assets 7,649 40,403 3,654 26,150 50,598 Other assets 114 — — 66 216 Total assets acquired 32,320 81,671 31,215 87,973 307,755 Total liabilities assumed (8,960 ) (5,289 ) (5,736 ) (17,332 ) (108,351 ) Net assets acquired $ 23,360 $ 76,382 $ 25,479 $ 70,641 $ 199,404 Of the $128.5 million of total acquired intangible assets, $95.2 million was assigned to customer relationships, $25.6 million was assigned to trade names, $2.1 million was assigned to non-compete agreements and $5.6 million was assigned to customer backlog. The trade names were determined to have an indefinite useful life, while the customer relationships’ average useful life is 20 years , and the non-compete useful life is five years . The following unaudited pro forma consolidated financial information presents income statement results as if the acquisitions listed above had occurred on January 1, 2014: In thousands Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Net sales $ 809,527 $ 835,231 $ 2,499,388 $ 2,358,518 Gross profit 257,069 260,669 787,198 726,388 Net income attributable to Wabtec shareholders 99,181 96,680 299,233 281,136 Diluted earnings per share As Reported $ 1.02 $ 0.93 $ 3.05 $ 2.67 Pro forma $ 1.02 $ 0.99 $ 3.08 $ 2.89 |
Accounting Policies
Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Accounting Policies | ACCOUNTING POLICIES Basis of Presentation The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission and include the accounts of Wabtec and its majority owned subsidiaries. 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. Results for these interim periods are not necessarily indicative of results to be expected for the full year. 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, 2014 . The December 31, 2014 information has been derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 . Revenue Recognition Revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 605 “Revenue Recognition.” Revenue is recognized when products have been shipped to the respective customers, title has passed and the price for the product has been determined. In general, the Company recognizes revenues on long-term contracts based on the percentage of completion method of accounting. The units-of-delivery method or other input-based or output-based measures, as appropriate, are used to measure the progress toward completion of individual contracts. Contract revenues and cost estimates are reviewed and revised at a minimum quarterly and adjustments are reflected in the accounting period as such amounts are determined. Provisions are made currently for estimated losses on uncompleted contracts. Unbilled accounts receivables were $151.1 million and $187.8 million , customer deposits were $106.9 million and $111.8 million , and provisions for loss contracts were $8.9 million and $7.1 million at September 30, 2015 and December 31, 2014 , respectively. Certain pre-production costs relating to long-term production and supply contracts have been deferred and will be recognized over the life of the contracts. Deferred pre-production costs were $30.1 million and $24.9 million at September 30, 2015 and December 31, 2014 , respectively. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. Financial Derivatives and Hedging Activities The Company periodically enters into foreign currency forward contracts to reduce the impact of changes in currency exchange rates. Forward contracts are agreements with a counter-party to exchange two distinct currencies at a set exchange rate for delivery on a set date at some point in the future. There is no exchange of funds until the delivery date. At the delivery date the Company can either take delivery of the currency or settle on a net basis. To reduce the impact of interest rate changes on a portion of its variable-rate debt, the Company has entered into two forward starting interest rate swap agreements with notional values of $150.0 million . As of September 30, 2015 , the Company has recorded a current liability of $5.8 million and a corresponding offset in accumulated other comprehensive loss of $3.5 million , net of tax, related to these agreements. For further information regarding the forward starting interest rate swap agreements, see Footnote 7. Foreign Currency Translation Assets and liabilities of foreign subsidiaries, except for the Company’s Mexican operations whose functional currency is the U.S. Dollar, are translated at the rate of exchange in effect on the balance sheet date while income and expenses are translated at the average rates of exchange prevailing during the period. Foreign currency gains and losses resulting from transactions and the translation of financial statements are recorded in the Company’s consolidated financial statements based upon the provisions of ASC 830 “Foreign Currency Matters.” The effects of currency exchange rate changes on intercompany transactions and balances of a long-term investment nature are accumulated and carried as a component of accumulated other comprehensive loss. The effects of currency exchange rate changes on intercompany transactions that are denominated in a currency other than an entity’s functional currency are charged or credited to earnings. Non-controlling Interests In accordance with ASC 810, the Company has classified non-controlling interests as equity on our condensed consolidated balance sheets as of September 30, 2015 and December 31, 2014 . Net income attributable to non-controlling interests for the three and nine months ended September 30, 2015 and 2014 was not material. Recent Accounting Pronouncements In April 2015, the FASB issued Accounting Standards Update No. 2015-3, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-3”) which changes the presentation of debt issuance costs in financial statements to present such costs as a direct deduction from the related debt liability rather than as an asset. ASU 2015-3 will become effective for public companies during interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this standard is not expected to have a material impact to the financial statements. The Company will make the required changes in the first quarter of 2016. In May 2014, the FASB issued ASU no. 2014-9, “Revenue from Contract with Customers.” The ASU will supersede most of the existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity’s nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Board voted to propose that the standard would take effect for reporting periods beginning after December 15, 2017 and that early adoption would be allowed as of the original effective date. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures. Other Comprehensive Income Comprehensive income is defined as net income and all other non-owner changes in shareholders’ equity. The changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2015 are as follows: In thousands Foreign currency translation Derivative contracts Pension and post retirement benefit plans Total Balance at December 31, 2014 $ (94,450 ) $ (2,243 ) $ (62,793 ) $ (159,486 ) Other comprehensive (loss) income before reclassifications (100,323 ) (2,503 ) 2,783 (100,043 ) Amounts reclassified from accumulated other comprehensive income — 946 1,375 2,321 Net current period other comprehensive (loss) income (100,323 ) (1,557 ) 4,158 (97,722 ) Balance at September 30, 2015 $ (194,773 ) $ (3,800 ) $ (58,635 ) $ (257,208 ) Reclassifications out of accumulated other comprehensive loss for the three months ended September 30, 2015 are as follows: In thousands Amount reclassified from accumulated other comprehensive income Affected line item in the Condensed Consolidated Statements of Operations Amortization of defined pension and post retirement items Amortization of initial net obligation and prior service cost $ (522 ) Cost of sales Amortization of net loss 1,191 Cost of sales 669 Income from Operations (211 ) Income tax expense $ 458 Net income Derivative contracts Realized loss on derivative contracts $ 467 Interest expense, net (147 ) Income tax expense $ 320 Net income Reclassifications out of accumulated other comprehensive loss for the nine months ended September 30, 2015 are as follows: In thousands Amount reclassified from accumulated other comprehensive income Affected line item in the Condensed Consolidated Statements of Operations Amortization of defined pension and post retirement items Amortization of initial net obligation and prior service cost $ (1,565 ) Cost of sales Amortization of net loss 3,585 Cost of sales 2,020 Income from Operations (645 ) Income tax expense $ 1,375 Net income Derivative contracts Realized loss on derivative contracts $ 1,390 Interest expense, net (444 ) Income tax expense $ 946 Net income |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | PROPOSED TRANSACTION WITH FAIVELEY TRANSPORT S.A. On July 27, 2015, the Company announced plans to acquire Faiveley Transport S.A. ("Faiveley Transport"), a leading global provider of value-added, integrated systems and services for the railway industry with annual sales of about $1.2 billion and more than 5,700 employees in 24 countries. Faiveley Transport supplies railway manufacturers, operators and maintenance providers with a range of valued-added, technology-based systems and services in Energy & Comfort (air conditioning, power collectors and converters, and passenger information), Access & Mobility (passenger access systems and platform doors), and Brakes & Safety (braking systems and couplers). The transaction has been structured in three steps: • Wabtec made an irrevocable offer to the owners of approximately 51% of Faiveley Transport’s shares for a purchase price of €100 per share, payable 25% in cash and 75% in Wabtec preferred stock. The preferred stock will have a 1% annual dividend or, if greater, the annual dividend assuming full conversion into common shares, and must be converted after three years into Wabtec common shares at an implied ratio of one Faiveley Transport common share for 1.125 Wabtec common shares. Shareholders owning 51% of Faiveley Transport have entered into exclusive discussions with Wabtec. • Upon completion of required labor group consultations, on October 6, 2015 the 51% shareholders entered into a definitive share purchase agreement and Faiveley Transport entered into an acquisition agreement with Wabtec. • Upon completing the share purchase, Wabtec will commence a tender offer for the remaining publicly traded Faiveley Transport shares. The public shareholders will have the option to elect to receive €100 per share in cash or Wabtec preferred stock. The preferred stock portion of the consideration is subject to a cap of 75% of Faiveley Transport’s common shares. Wabtec intends to delist Faiveley Transport from Euronext after the tender offer if minority interests represent less than 5% . The total purchase price offered is about $1.8 billion , including assumed debt. Wabtec plans to fund the cash portion of the transaction with cash on hand, existing credit facilities and potentially other debt financing. Prior to September 30, 2015 Wabtec set aside $209.1 million as an escrow deposit for the Faiveley Transport purchase. The combination of Wabtec and Faiveley Transport would create one of the world’s largest public rail equipment companies, with revenues of about $4.5 billion and a presence in all key freight rail and passenger transit geographies worldwide. Closing of the transaction is subject to various conditions, including completion of regulatory requirements. These steps are currently on-going and the timing of completion is unknown. ACQUISITIONS The Company has made the following acquisitions operating as a business unit or component of a business unit in the Freight Segment: • On February 4, 2015 , the Company acquired Railroad Controls L.P. (“RCL”), a provider of railway signal construction services, for a purchase price of approximately $76.4 million , net of cash acquired, resulting in preliminary goodwill of $12.8 million , none of which will be deductible for tax purposes. • On September 3, 2014 , the Company acquired C2CE Pty Ltd. (“C2CE”), a provider of railway signal design services, for a purchase price of approximately $25.5 million , net of cash acquired, resulting in additional goodwill of $15.9 million , none of which will be deductible for tax purposes. The Company has made the following acquisitions operating as a business unit or component of a business unit in the Transit Segment: • On June 17, 2015 , the Company acquired Metalocaucho (“MTC”), a manufacturer of transit products, primarily rubber components for suspension and vibration control systems, for a purchase price of approximately $23.4 million , net of cash acquired, resulting in preliminary goodwill of $12.1 million , none of which will be deductible for tax purposes. • On August 21, 2014 , the Company acquired Dia-Frag (“Dia-Frag”), a manufacturer of friction products for various markets with a focus on motorcycle braking, for a purchase price of approximately $70.6 million , net of cash acquired, resulting in additional goodwill of $35.9 million , none of which will be deductible for tax purposes. • On June 6, 2014 , the Company acquired Fandstan Electric Group Ltd. (“Fandstan”), a leading rail and industrial equipment manufacturer for a variety of markets, including rail and tram transportation, industrial and energy, for a purchase price of approximately $199.4 million , net of cash acquired, resulting in additional goodwill of $64.7 million , none of which will be deductible for tax purposes. The acquisitions listed above include escrow deposits of $40.8 million , which act as security for indemnity and other claims in accordance with the purchase and related escrow agreements. For the MTC and RCL acquisitions, the following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition. For the C2CE , Dia-Frag , and Fandstan acquisitions, the following table summarizes the final fair values of the assets acquired and liabilities assumed at the date of acquisition. MTC RCL C2CE Dia-Frag Fandstan In thousands June 17, February 4, September 3, August 21, June 6, Current assets $ 10,906 $ 16,445 $ 9,812 $ 12,158 $ 124,280 Property, plant & equipment 1,510 11,983 1,853 13,749 67,948 Goodwill 12,141 12,840 15,896 35,850 64,713 Other intangible assets 7,649 40,403 3,654 26,150 50,598 Other assets 114 — — 66 216 Total assets acquired 32,320 81,671 31,215 87,973 307,755 Total liabilities assumed (8,960 ) (5,289 ) (5,736 ) (17,332 ) (108,351 ) Net assets acquired $ 23,360 $ 76,382 $ 25,479 $ 70,641 $ 199,404 Of the $128.5 million of total acquired intangible assets, $95.2 million was assigned to customer relationships, $25.6 million was assigned to trade names, $2.1 million was assigned to non-compete agreements and $5.6 million was assigned to customer backlog. The trade names were determined to have an indefinite useful life, while the customer relationships’ average useful life is 20 years , and the non-compete useful life is five years . The following unaudited pro forma consolidated financial information presents income statement results as if the acquisitions listed above had occurred on January 1, 2014: In thousands Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Net sales $ 809,527 $ 835,231 $ 2,499,388 $ 2,358,518 Gross profit 257,069 260,669 787,198 726,388 Net income attributable to Wabtec shareholders 99,181 96,680 299,233 281,136 Diluted earnings per share As Reported $ 1.02 $ 0.93 $ 3.05 $ 2.67 Pro forma $ 1.02 $ 0.99 $ 3.08 $ 2.89 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES The components of inventory, net of reserves, were: In thousands September 30, December 31, Raw materials $ 188,326 $ 222,059 Work-in-progress 196,379 154,094 Finished goods 132,781 134,796 Total inventories $ 517,486 $ 510,949 |
Intangibles
Intangibles | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | INTANGIBLES The change in the carrying amount of goodwill by segment for the nine months ended September 30, 2015 is as follows: In thousands Freight Segment Transit Segment Total Balance at December 31, 2014 $ 515,067 $ 347,271 $ 862,338 Adjustment to preliminary purchase allocation 45 (4,140 ) (4,095 ) Acquisitions 12,840 12,141 24,981 Foreign currency impact (9,006 ) (21,223 ) (30,229 ) Balance at September 30, 2015 $ 518,946 $ 334,049 $ 852,995 As of September 30, 2015 and December 31, 2014 , the Company’s trademarks had a net carrying amount of $167.6 million and $170.1 million , respectively, and the Company believes these intangibles have indefinite lives. Intangible assets of the Company, other than goodwill and trademarks, consist of the following: In thousands September 30, December 31, Patents, non-compete and other intangibles, net of accumulated amortization of $40,364 and $39,780 $ 12,002 $ 14,722 Customer relationships, net of accumulated amortization of $67,285 and $56,684 257,384 237,983 Total $ 269,386 $ 252,705 The weighted average remaining useful life of patents, customer relationships and intellectual property were 10 years , 16 years and 14 years , respectively. Amortization expense for intangible assets was $5.5 million and $16.0 million for the three and nine months ended September 30, 2015 , and $6.7 million and $16.6 million for the three and nine months ended September 30, 2014 . Amortization expense for the five succeeding years is estimated to be as follows (in thousands): Remainder of 2015 $ 6,070 2016 21,005 2017 19,826 2018 18,848 2019 18,405 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt | LONG-TERM DEBT Long-term debt consisted of the following: In thousands September 30, December 31, 4.375% Senior Notes, due 2023 $ 250,000 $ 250,000 Revolving Credit Facility 200,000 270,000 Capital Leases 1,019 1,195 Total 451,019 521,195 Less - current portion 430 792 Long-term portion $ 450,589 $ 520,403 2013 Refinancing Credit Agreement On December 19, 2013 , the Company amended its existing revolving credit facility with a consortium of commercial banks. This “2013 Refinancing Credit Agreement” provides the Company with an $800.0 million , five -year revolving credit facility. The Company incurred approximately $1.0 million of deferred financing cost related to the 2013 Refinancing Credit Agreement. The facility expires on December 19, 2018 . The 2013 Refinancing Credit Agreement borrowings bear variable interest rates indexed as described below. At September 30, 2015 , the Company had available bank borrowing capacity, net of $27.1 million of letters of credit, of approximately $572.9 million , subject to certain financial covenant restrictions. Under the 2013 Refinancing Credit Agreement, the Company may elect a Base Rate of interest for U.S. Dollar denominated loans or, for certain currencies, an interest rate based on the London Interbank Offered Rate (“LIBOR”) of interest, or other rates appropriate for such currencies (in any case, “the Alternate Rate”). The Base Rate adjusts on a daily basis and is the greater of the Federal Funds Effective Rate plus 0.5% per annum, the PNC, N.A. prime rate or the Daily LIBOR Rate plus 100 basis points, plus a margin that ranges from 0 to 75 basis points. The Alternate Rate is based on the quoted rates specific to the applicable currency, plus a margin that ranges from 75 to 175 basis points. Both the Base Rate and Alternate Rate margins are dependent on the Company’s consolidated total indebtedness to cash flow ratios. The initial Base Rate margin is 0 basis points and the Alternate Rate margin is 75 basis points . At September 30, 2015 , the weighted average interest rate on the Company’s variable rate debt was 0.94% . On January 12, 2012, the Company entered into a forward starting interest rate swap agreement with a notional value of $150.0 million . The effective date of the interest rate swap agreement is July 31, 2013 , and the termination date is November 7, 2016 . The impact of the interest rate swap agreement converts a portion of the Company’s outstanding debt from a variable rate to a fixed-rate borrowing. During the term of the interest rate swap agreement the interest rate on the notional value will be fixed at 1.415% plus the Alternate Rate margin. The Company is exposed to credit risk in the event of nonperformance by the counterparty. However, since only the cash interest payments are exchanged, exposure is significantly less than the notional amount. The counterparty is a large financial institution with an excellent credit rating and history of performance. The Company currently believes the risk of nonperformance is negligible. On June 5, 2014, the Company entered into a forward starting interest rate swap agreement with a notional value of $150.0 million . The effective date of the interest rate swap agreement is November 7, 2016 , and the termination date is December 19, 2018 . The impact of the interest rate swap agreement converts a portion of the Company’s outstanding debt from a variable rate to a fixed-rate borrowing. During the term of the interest rate swap agreement the interest rate on the notional value will be fixed at 2.56% plus the Alternate Rate margin. The Company is exposed to credit risk in the event of nonperformance by the counterparty. However, since only the cash interest payments are exchanged, exposure is significantly less than the notional amount. The counterparty is a large financial institution with an excellent credit rating and history of performance. The Company currently believes the risk of nonperformance is negligible. The 2013 Refinancing Credit Agreement limits the Company’s ability to declare or pay cash dividends and prohibits the Company from declaring or making other distributions, subject to certain exceptions. The 2013 Refinancing Credit Agreement contains various other covenants and restrictions including the following limitations: incurrence of additional indebtedness; mergers, consolidations, sales of assets and acquisitions; additional liens; sale and leasebacks; permissible investments, loans and advances; certain debt payments; and imposes a minimum interest expense coverage ratio of 3.0 and a maximum debt to cash flow ratio of 3.25 . The Company does not expect that these measurements will limit the Company in executing our operating activities. 4.375% Senior Notes Due August 2023 In August 2013 , the Company issued $250.0 million of Senior Notes due in 2023 (the “2013 Notes”). The 2013 Notes were issued at 99.879% of face value. Interest on the 2013 Notes accrues at a rate of 4.375% per annum and is payable semi-annually on February 15 and August 15 of each year. The proceeds were used to repay debt outstanding under the Company’s existing credit agreement, and for general corporate purposes. The principal balance is due in full at maturity. The Company incurred $2.6 million of deferred financing costs related to the issuance. The 2013 Notes are senior unsecured obligations of the Company and rank pari passu with all existing and future senior debt and senior to all existing and future subordinated indebtedness of the Company. The indenture under which the 2013 Notes were issued contains covenants and restrictions which limit among other things, the following: the incurrence of indebtedness, payment of dividends and certain distributions, sale of assets, change in control, mergers and consolidations and the incurrence of liens. The Company is in compliance with the restrictions and covenants in the indenture under which the 2013 Notes were issued and expects that these restrictions and covenants will not be any type of limiting factor in executing our operating activities. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS Defined Benefit Pension Plans The Company sponsors defined benefit pension plans that cover certain U.S., Canadian, German and United Kingdom employees and which provide benefits of stated amounts for each year of service of the employee. The Company uses a December 31 measurement date for the plans. The following tables provide information regarding the Company’s defined benefit pension plans summarized by U.S. and international components. U.S. International Three Months Ended Three Months Ended In thousands, except percentages 2015 2014 2015 2014 Net periodic benefit cost Service cost 95 54 506 659 Interest cost 479 488 1,801 2,271 Expected return on plan assets (542 ) (617 ) (2,434 ) (2,655 ) Net amortization/deferrals 266 355 655 766 Net periodic benefit cost 298 280 528 1,041 U.S. International Nine Months Ended Nine Months Ended In thousands, except percentages 2015 2014 2015 2014 Net periodic benefit cost Service cost $ 285 $ 250 $ 1,518 $ 1,511 Interest cost 1,437 1,552 5,391 5,936 Expected return on plan assets (1,626 ) (1,857 ) (7,284 ) (7,116 ) Net amortization/deferrals 798 1,665 1,962 2,292 Net periodic benefit cost $ 894 $ 1,610 $ 1,587 $ 2,623 The Company’s funding methods are based on governmental requirements and differ from those methods used to recognize pension expense. The Company expects to contribute $6.7 million to the international plans and does not expect to make a contribution to the U.S. plans during 2015. Post Retirement Benefit Plans In addition to providing pension benefits, the Company has provided certain unfunded postretirement health care and life insurance benefits for a portion of North American employees. The Company is not obligated to pay health care and life insurance benefits to individuals who had retired prior to 1990. The Company uses a December 31 measurement date for all post retirement plans. The following tables provide information regarding the Company’s postretirement benefit plans summarized by U.S. and international components. U.S. International Three Months Ended Three Months Ended In thousands, except percentages 2015 2014 2015 2014 Net periodic benefit cost Service cost $ 2 $ 7 $ 11 $ 10 Interest cost 308 289 35 42 Net amortization/deferrals (234 ) (350 ) (10 ) (16 ) Net periodic benefit (credit) cost $ 76 $ (54 ) $ 36 $ 36 U.S. International Nine Months Ended Nine Months Ended In thousands, except percentages 2015 2014 2015 2014 Net periodic benefit cost Service cost $ 6 $ 27 $ 33 $ 28 Interest cost 924 881 105 126 Net amortization/deferrals (702 ) (1,003 ) (29 ) (46 ) Net periodic benefit (credit) cost $ 228 $ (95 ) $ 109 $ 108 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION As of September 30, 2015 , the Company maintains employee stock-based compensation plans for stock options, restricted stock, restricted units and incentive stock awards as governed by the 2011 Stock Incentive Compensation Plan (the “2011 Plan”) and the 2000 Stock Incentive Plan, as amended (the “2000 Plan”). The 2011 Plan has a 10 -year term through March 27, 2021 and provides a maximum of 3,800,000 shares for grants or awards. The 2011 Plan was approved by stockholders of Wabtec on May 11, 2011. The Company also maintains a Non-Employee Directors’ Fee and Stock Option Plan (“the Directors Plan”). No awards may be made under the Directors Plan subsequent to October 31, 2016 . Stock-based compensation expense was $20.1 million and $19.1 million for the nine months ended September 30, 2015 and 2014 , respectively. Included in stock-based compensation expense for the nine months ended September 30, 2015 is $1.7 million of expense related to stock options, $4.8 million related to restricted stock, $2.6 million related to restricted units, $10.2 million related to incentive stock awards and $0.8 million related to awards issued for Directors’ fees. At September 30, 2015 , unamortized compensation expense related to stock options, restricted stock, restricted units and incentive stock awards expected to vest totaled $30.2 million and will be recognized over a weighted average period of 1.3 years . Stock Options Stock options are granted to eligible employees and directors at the fair market value, which is the average of the high and low Wabtec stock price on the date of grant. Under the 2011 Plan and the 2000 Plan, options become exercisable over a four -year vesting period and expire 10 years from the date of grant. 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, 2015 : Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic value (in thousands) Outstanding at December 31, 2014 1,147,558 $ 28.33 5.5 $ 67,205 Granted 84,675 87.35 141 Exercised (112,156 ) 26.10 7,057 Canceled (8,751 ) 65.24 208 Outstanding at September 30, 2015 1,111,326 32.76 5.1 62,525 Exercisable at September 30, 2015 875,157 23.83 4.3 57,051 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Nine Months Ended 2015 2014 Dividend yield 0.14 % 0.11 % Risk-free interest rate 1.82 % 2.19 % Stock price volatility 27.3 % 33.2 % Expected life (years) 5.0 5.0 The dividend yield is based on the Company’s dividend rate and the current market price of the underlying common stock at the date of grant. Expected life in years is determined from historical stock option exercise data. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free interest rate is based on the U.S. Treasury bond rates for the expected life of the option. Restricted Stock, Restricted Units and Incentive Stock Beginning in 2006 the Company adopted a restricted stock program. As provided for under the 2011 and 2000 Plans, eligible employees are granted restricted stock or restricted units that generally vest over four 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 awards 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 awards can vest and be awarded ranging from 0% to 200% of the initial incentive stock awards granted. The incentive stock awards included in the table below represent the number of shares that are expected to vest based on the Company’s estimate for meeting those established performance targets. As of September 30, 2015 , the Company estimates that it will achieve 121% , 132% and 100% for the incentive stock awards expected to vest based on performance for the three-year periods ending December 31, 2015 , 2016 , and 2017 , respectively, and has recorded incentive compensation expense accordingly. If our estimate of the number of these stock awards expected to vest changes in a future accounting period, cumulative compensation expense could increase or decrease and will be recognized 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 restricted stock and incentive stock awards 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 and unit activity for the 2011 Plan, the 2000 Plan and the Directors Plan, and incentive stock awards activity for the 2011 Plan and the 2000 Plan with related information for the nine months ended September 30, 2015 : Restricted Stock and Units Incentive Stock Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2014 438,543 791,608 $ 47.97 Granted 110,945 125,650 87.74 Vested (182,776 ) (433,932 ) 37.76 Adjustment for incentive stock awards expected to vest — 61,654 57.60 Canceled (9,284 ) (6,196 ) 66.30 Outstanding at September 30, 2015 357,428 538,784 65.82 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The overall effective income tax rate was 31.5% and 31.9% for the three and nine months ended September 30, 2015 , respectively, and 31.3% and 31.2% for the three and nine months ended September 30, 2014 , respectively. For the three and nine months ended September 30, 2015 the increase in the effective rate is primarily the result of a higher earnings mix in higher tax rate jurisdictions, partially offset by lower state income taxes. As of September 30, 2015 , the liability for income taxes associated with uncertain tax positions was $13.7 million , of which $5.5 million , if recognized, would favorably affect the Company’s effective tax rate. As of December 31, 2014 the liability associated with uncertain tax positions was $12.6 million , of which $5.5 million , if recognized, would favorably affect the Company’s effective tax rate. The Company includes interest and penalties related to uncertain tax positions in income tax expense. As of September 30, 2015 the total accrued interest and penalties are $2.4 million and $1.7 million , respectively. As of December 31, 2014 the total accrued interest and penalties were $1.9 million and $1.3 million , respectively. At this time, the Company believes that it is reasonably possible that unrecognized tax benefits of approximately $4.4 million may change within the next 12 months due to the expiration of statutory review periods and current examinations. The Internal Revenue Service is currently auditing the 2012 tax year. With limited exception, the Company is no longer subject to examination by various U.S. and foreign taxing authorities for years before 2011. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 In thousands, except per share data 2015 2014 Numerator Numerator for basic and diluted earnings per common share - net income attributable to Wabtec shareholders $ 99,181 $ 90,155 Less: dividends declared - common shares and non-vested restricted stock (7,735 ) (5,780 ) Undistributed earnings 91,446 84,375 Percentage allocated to common shareholders (1) 99.7 % 99.6 % 91,172 84,038 Add: dividends declared - common shares 7,713 5,759 Numerator for basic and diluted earnings per common share $ 98,885 $ 89,797 Denominator Denominator for basic earnings per common share - weighted average shares 96,369 95,935 Effect of dilutive securities: Assumed conversion of dilutive stock-based compensation plans 999 1,069 Denominator for diluted earnings per common share - adjusted weighted average shares and assumed conversion 97,368 97,004 Net income per common share attributable to Wabtec shareholders Basic $ 1.03 $ 0.94 Diluted $ 1.02 $ 0.93 (1) Basic weighted-average common shares outstanding 96,369 95,935 Basic weighted-average common shares outstanding and non-vested restricted stock expected to vest 96,647 96,285 Percentage allocated to common shareholders 99.7 % 99.6 % Nine Months Ended In thousands, except per share data 2015 2014 Numerator Numerator for basic and diluted earnings per common share - net income attributable to Wabtec shareholders $ 296,849 $ 258,994 Less: dividends declared - common shares and non-vested restricted stock (19,315 ) (13,471 ) Undistributed earnings 277,534 245,523 Percentage allocated to common shareholders (1) 99.7 % 99.6 % 276,701 244,541 Add: dividends declared - common shares 19,250 13,415 Numerator for basic and diluted earnings per common share $ 295,951 $ 257,956 Denominator Denominator for basic earnings per common share - weighted average shares 96,135 95,745 Effect of dilutive securities: Assumed conversion of dilutive stock-based compensation plans 1,027 1,089 Denominator for diluted earnings per common share - adjusted weighted average shares and assumed conversion 97,162 96,834 Net income per common share attributable to Wabtec shareholders Basic $ 3.08 $ 2.69 Diluted $ 3.05 $ 2.67 (1) Basic weighted-average common shares outstanding 96,135 95,745 Basic weighted-average common shares outstanding and non-vested restricted stock expected to vest 96,462 96,146 Percentage allocated to common shareholders 99.7 % 99.6 % The Company’s non-vested restricted stock contains rights to receive nonforfeitable dividends, and thus, are participating securities requiring the two-class method of computing earnings per share. The calculation of earnings per share for common stock shown above excludes the income attributable to the non-vested restricted stock from the numerator and excludes the dilutive impact of those shares from the denominator. |
Warranties
Warranties | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Changes In Product Warranty Reserve [Abstract] | |
Warranties | WARRANTIES The following table reconciles the changes in the Company’s product warranty reserve as follows: Nine Months Ended In thousands 2015 2014 Balance at December 31, 2014 and 2013 respectively $ 87,849 $ 60,593 Warranty expense 21,615 22,104 Acquisitions 6,001 3,567 Warranty claim payments (18,961 ) (14,572 ) Foreign currency impact/other (1,554 ) (980 ) Balance at September 30, 2015 and 2014, respectively $ 94,950 $ 70,712 |
Fair Value Measurement and Fair
Fair Value Measurement and Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement and Fair Value of Financial Instruments | FAIR VALUE MEASUREMENT AND FAIR VALUE OF FINANCIAL 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. 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 following table provides the liabilities carried at fair value measured on a recurring basis as of September 30, 2015 , which are included in other current liabilities on the Condensed Consolidated Balance sheet: Fair Value Measurements at September 30, 2015 Using In thousands Total Carrying Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap agreements $ 5,798 $ — $ 5,798 $ — Total $ 5,798 $ — $ 5,798 $ — The following table provides the liabilities carried at fair value measured on a recurring basis as of December 31, 2014 , which is included in other current liabilities on the Condensed Consolidated Balance sheet: Fair Value Measurements at December 31, 2014 Using In thousands Total Carrying Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap agreements $ 3,351 $ — $ 3,351 $ — Total $ 3,351 $ — $ 3,351 $ — To reduce the impact of interest rate changes on a portion of its variable-rate debt, the Company entered into interest rate swaps which effectively converted a portion of the debt from variable to fixed-rate borrowings during the term of the swap contracts. For certain derivative contracts whose fair values are based upon trades in liquid markets, such as interest rate swaps, valuation model inputs can generally be verified and valuation techniques do not involve significant management judgment. The fair values of such financial instruments are generally classified within Level 2 of the fair value hierarchy. As a result of our global operating activities the Company is exposed to market risks from changes in foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, the Company minimizes these risks through entering into foreign currency forward contracts. The foreign currency forward 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. 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, 2015 and December 31, 2014 . The Company’s defined benefit pension plan assets consist primarily of equity security funds, debt security funds and temporary cash and cash equivalent investments. Generally, all plan assets are considered Level 2 based on the fair value valuation hierarchy. 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 represent 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 2013 Notes are considered Level 2 based on the fair value valuation hierarchy. The estimated fair values and related carrying values of the Company’s financial instruments are as follows: September 30, 2015 December 31, 2014 In thousands Carry Value Fair Value Carry Fair Interest rate swap agreement $ 5,798 $ 5,798 $ 3,351 $ 3,351 4.375% Senior Notes 250,000 257,503 250,000 260,000 The fair value of the Company’s interest rate swap agreements and the 2013 Notes were based on dealer quotes and represent the estimated amount the Company would pay to the counterparty to terminate the agreement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES 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. Further information and detail on these claims is described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 , in Note 18 therein, filed on February 20, 2015. During the first nine months of 2015 , there were no material changes to the information described in the Form 10-K. The Company is also subject to litigation from time to time arising out of its operations in the ordinary course of business, including claims based on product liability, contracts, intellectual property, or other causes of action. Further information and detail on any potentially material litigation is as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 , in Note 18 therein, filed on February 20, 2015. During the first nine months of 2015 , there were no material changes to the information described in the Form 10-K. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 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. The business segments are: Freight Segment primarily manufactures and services components for new and existing freight cars and locomotives, builds new switcher locomotives, rebuilds freight locomotives, supplies railway electronics, positive train control equipment, signal design and engineering services, friction products, 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. Transit Segment primarily manufactures and services components for new and existing passenger transit vehicles, typically subway cars and buses, builds new commuter locomotives, friction products, and refurbishes 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. Corporate activities include general corporate expenses, elimination of intersegment transactions, interest income and expense and other unallocated charges. Since certain administrative and other operating expenses and other items have not been allocated to business segments, the results in the following tables are not necessarily a measure computed in accordance with generally accepted accounting principles and may not be comparable to other companies. Segment financial information for the three months ended September 30, 2015 is as follows: In thousands Freight Segment Transit Segment Corporate Activities and Elimination Total Sales to external customers $ 507,173 $ 302,354 $ — $ 809,527 Intersegment sales/(elimination) 9,025 7,111 (16,136 ) — Total sales $ 516,198 $ 309,465 $ (16,136 ) $ 809,527 Income (loss) from operations $ 119,930 $ 38,772 $ (6,624 ) $ 152,078 Interest expense and other, net — — (7,288 ) (7,288 ) Income (loss) from operations before income taxes $ 119,930 $ 38,772 $ (13,912 ) $ 144,790 Segment financial information for the three months ended September 30, 2014 is as follows: In thousands Freight Transit Corporate Total Sales to external customers $ 453,329 $ 343,942 $ — $ 797,271 Intersegment sales/(elimination) 9,781 1,822 (11,603 ) — Total sales $ 463,110 $ 345,764 $ (11,603 ) $ 797,271 Income (loss) from operations $ 102,182 $ 40,734 $ (6,939 ) $ 135,977 Interest expense and other, net — — (4,748 ) (4,748 ) Income (loss) from operations before income taxes $ 102,182 $ 40,734 $ (11,687 ) $ 131,229 Segment financial information for the nine months ended September 30, 2015 is as follows: In thousands Freight Transit Corporate Total Sales to external customers $ 1,553,734 $ 921,415 $ — $ 2,475,149 Intersegment sales/(elimination) 26,982 8,227 (35,209 ) — Total sales $ 1,580,716 $ 929,642 $ (35,209 ) $ 2,475,149 Income (loss) from operations $ 356,731 $ 117,709 $ (18,082 ) $ 456,358 Interest expense and other, net — — (20,388 ) (20,388 ) Income (loss) from operations before income taxes $ 356,731 $ 117,709 $ (38,470 ) $ 435,970 Segment financial information for the nine months ended September 30, 2014 is as follows: In thousands Freight Transit Corporate Total Sales to external customers $ 1,250,337 $ 973,251 $ — $ 2,223,588 Intersegment sales/(elimination) 27,074 6,096 (33,170 ) — Total sales $ 1,277,411 $ 979,347 $ (33,170 ) $ 2,223,588 Income (loss) from operations $ 294,396 $ 112,009 $ (16,259 ) $ 390,146 Interest expense and other, net — — (13,497 ) (13,497 ) Income (loss) from operations before income taxes $ 294,396 $ 112,009 $ (29,756 ) $ 376,649 Sales by product are as follows: Three Months Ended In thousands 2015 2014 Specialty Products & Electronics $ 433,260 $ 390,038 Brake Products 148,552 142,620 Remanufacturing, Overhaul & Build 146,424 170,826 Other Transit Products 45,547 51,607 Other 35,744 42,180 Total sales $ 809,527 $ 797,271 Nine Months Ended In thousands 2015 2014 Specialty Products & Electronics $ 1,307,089 $ 980,897 Brake Products 472,855 487,095 Remanufacturing, Overhaul & Build 437,101 474,444 Other Transit Products 143,214 155,144 Other 114,890 126,008 Total sales $ 2,475,149 $ 2,223,588 |
Other Income (Expense), Net
Other Income (Expense), Net | 9 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), Net | OTHER INCOME (EXPENSE), NET The components of other income (expense) are as follows: Three Months Ended Nine Months Ended In thousands 2015 2014 2015 2014 Foreign currency (loss) $ (3,058 ) $ (455 ) $ (6,993 ) $ (554 ) Other miscellaneous income (expense) 121 301 (697 ) 626 Total other (expense) income, net $ (2,937 ) $ (154 ) $ (7,690 ) $ 72 |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission and include the accounts of Wabtec and its majority owned subsidiaries. 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. Results for these interim periods are not necessarily indicative of results to be expected for the full year. 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, 2014 . The December 31, 2014 information has been derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 . |
Revenue Recognition | Revenue Recognition Revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 605 “Revenue Recognition.” Revenue is recognized when products have been shipped to the respective customers, title has passed and the price for the product has been determined. In general, the Company recognizes revenues on long-term contracts based on the percentage of completion method of accounting. The units-of-delivery method or other input-based or output-based measures, as appropriate, are used to measure the progress toward completion of individual contracts. Contract revenues and cost estimates are reviewed and revised at a minimum quarterly and adjustments are reflected in the accounting period as such amounts are determined. Provisions are made currently for estimated losses on uncompleted contracts Certain pre-production costs relating to long-term production and supply contracts have been deferred and will be recognized over the life of the contracts. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. |
Financial Derivatives and Hedging Activities | Financial Derivatives and Hedging Activities The Company periodically enters into foreign currency forward contracts to reduce the impact of changes in currency exchange rates. Forward contracts are agreements with a counter-party to exchange two distinct currencies at a set exchange rate for delivery on a set date at some point in the future. There is no exchange of funds until the delivery date. At the delivery date the Company can either take delivery of the currency or settle on a net basis. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of foreign subsidiaries, except for the Company’s Mexican operations whose functional currency is the U.S. Dollar, are translated at the rate of exchange in effect on the balance sheet date while income and expenses are translated at the average rates of exchange prevailing during the period. Foreign currency gains and losses resulting from transactions and the translation of financial statements are recorded in the Company’s consolidated financial statements based upon the provisions of ASC 830 “Foreign Currency Matters.” The effects of currency exchange rate changes on intercompany transactions and balances of a long-term investment nature are accumulated and carried as a component of accumulated other comprehensive loss. The effects of currency exchange rate changes on intercompany transactions that are denominated in a currency other than an entity’s functional currency are charged or credited to earnings. |
Non-controlling Interests | Non-controlling Interests In accordance with ASC 810, the Company has classified non-controlling interests as equity on our condensed consolidated balance sheets as of September 30, 2015 and December 31, 2014 . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the FASB issued Accounting Standards Update No. 2015-3, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-3”) which changes the presentation of debt issuance costs in financial statements to present such costs as a direct deduction from the related debt liability rather than as an asset. ASU 2015-3 will become effective for public companies during interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this standard is not expected to have a material impact to the financial statements. The Company will make the required changes in the first quarter of 2016. In May 2014, the FASB issued ASU no. 2014-9, “Revenue from Contract with Customers.” The ASU will supersede most of the existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity’s nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Board voted to propose that the standard would take effect for reporting periods beginning after December 15, 2017 and that early adoption would be allowed as of the original effective date. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures. |
Other Comprehensive Income | Other Comprehensive Income Comprehensive income is defined as net income and all other non-owner changes in shareholders’ equity. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Changes in Accumulated Other Comprehensive Loss by Component, Net of Tax | The changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2015 are as follows: In thousands Foreign currency translation Derivative contracts Pension and post retirement benefit plans Total Balance at December 31, 2014 $ (94,450 ) $ (2,243 ) $ (62,793 ) $ (159,486 ) Other comprehensive (loss) income before reclassifications (100,323 ) (2,503 ) 2,783 (100,043 ) Amounts reclassified from accumulated other comprehensive income — 946 1,375 2,321 Net current period other comprehensive (loss) income (100,323 ) (1,557 ) 4,158 (97,722 ) Balance at September 30, 2015 $ (194,773 ) $ (3,800 ) $ (58,635 ) $ (257,208 ) |
Reclassifications Out of Accumulated Other Comprehensive Loss | Reclassifications out of accumulated other comprehensive loss for the three months ended September 30, 2015 are as follows: In thousands Amount reclassified from accumulated other comprehensive income Affected line item in the Condensed Consolidated Statements of Operations Amortization of defined pension and post retirement items Amortization of initial net obligation and prior service cost $ (522 ) Cost of sales Amortization of net loss 1,191 Cost of sales 669 Income from Operations (211 ) Income tax expense $ 458 Net income Derivative contracts Realized loss on derivative contracts $ 467 Interest expense, net (147 ) Income tax expense $ 320 Net income Reclassifications out of accumulated other comprehensive loss for the nine months ended September 30, 2015 are as follows: In thousands Amount reclassified from accumulated other comprehensive income Affected line item in the Condensed Consolidated Statements of Operations Amortization of defined pension and post retirement items Amortization of initial net obligation and prior service cost $ (1,565 ) Cost of sales Amortization of net loss 3,585 Cost of sales 2,020 Income from Operations (645 ) Income tax expense $ 1,375 Net income Derivative contracts Realized loss on derivative contracts $ 1,390 Interest expense, net (444 ) Income tax expense $ 946 Net income |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Summary of Preliminary Estimated Fair Values of the Assets Acquired and Liabilities Assumed at the Date of the Acquisition | For the MTC and RCL acquisitions, the following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition. For the C2CE , Dia-Frag , and Fandstan acquisitions, the following table summarizes the final fair values of the assets acquired and liabilities assumed at the date of acquisition. MTC RCL C2CE Dia-Frag Fandstan In thousands June 17, February 4, September 3, August 21, June 6, Current assets $ 10,906 $ 16,445 $ 9,812 $ 12,158 $ 124,280 Property, plant & equipment 1,510 11,983 1,853 13,749 67,948 Goodwill 12,141 12,840 15,896 35,850 64,713 Other intangible assets 7,649 40,403 3,654 26,150 50,598 Other assets 114 — — 66 216 Total assets acquired 32,320 81,671 31,215 87,973 307,755 Total liabilities assumed (8,960 ) (5,289 ) (5,736 ) (17,332 ) (108,351 ) Net assets acquired $ 23,360 $ 76,382 $ 25,479 $ 70,641 $ 199,404 |
Pro Forma Financial Information | The following unaudited pro forma consolidated financial information presents income statement results as if the acquisitions listed above had occurred on January 1, 2014: In thousands Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended Net sales $ 809,527 $ 835,231 $ 2,499,388 $ 2,358,518 Gross profit 257,069 260,669 787,198 726,388 Net income attributable to Wabtec shareholders 99,181 96,680 299,233 281,136 Diluted earnings per share As Reported $ 1.02 $ 0.93 $ 3.05 $ 2.67 Pro forma $ 1.02 $ 0.99 $ 3.08 $ 2.89 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Components of Inventory, Net of Reserves | The components of inventory, net of reserves, were: In thousands September 30, December 31, Raw materials $ 188,326 $ 222,059 Work-in-progress 196,379 154,094 Finished goods 132,781 134,796 Total inventories $ 517,486 $ 510,949 |
Intangibles (Tables)
Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Change in the Carrying Amount of Goodwill by Segment | The change in the carrying amount of goodwill by segment for the nine months ended September 30, 2015 is as follows: In thousands Freight Segment Transit Segment Total Balance at December 31, 2014 $ 515,067 $ 347,271 $ 862,338 Adjustment to preliminary purchase allocation 45 (4,140 ) (4,095 ) Acquisitions 12,840 12,141 24,981 Foreign currency impact (9,006 ) (21,223 ) (30,229 ) Balance at September 30, 2015 $ 518,946 $ 334,049 $ 852,995 |
Intangible Assets of the Company, Other Than Goodwill and Trademarks | Intangible assets of the Company, other than goodwill and trademarks, consist of the following: In thousands September 30, December 31, Patents, non-compete and other intangibles, net of accumulated amortization of $40,364 and $39,780 $ 12,002 $ 14,722 Customer relationships, net of accumulated amortization of $67,285 and $56,684 257,384 237,983 Total $ 269,386 $ 252,705 |
Amortization Expense | Amortization expense for the five succeeding years is estimated to be as follows (in thousands): Remainder of 2015 $ 6,070 2016 21,005 2017 19,826 2018 18,848 2019 18,405 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term debt consisted of the following: In thousands September 30, December 31, 4.375% Senior Notes, due 2023 $ 250,000 $ 250,000 Revolving Credit Facility 200,000 270,000 Capital Leases 1,019 1,195 Total 451,019 521,195 Less - current portion 430 792 Long-term portion $ 450,589 $ 520,403 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Defined Benefit Pension Plans | |
Components of Net Periodic Benefit Cost | The following tables provide information regarding the Company’s defined benefit pension plans summarized by U.S. and international components. U.S. International Three Months Ended Three Months Ended In thousands, except percentages 2015 2014 2015 2014 Net periodic benefit cost Service cost 95 54 506 659 Interest cost 479 488 1,801 2,271 Expected return on plan assets (542 ) (617 ) (2,434 ) (2,655 ) Net amortization/deferrals 266 355 655 766 Net periodic benefit cost 298 280 528 1,041 U.S. International Nine Months Ended Nine Months Ended In thousands, except percentages 2015 2014 2015 2014 Net periodic benefit cost Service cost $ 285 $ 250 $ 1,518 $ 1,511 Interest cost 1,437 1,552 5,391 5,936 Expected return on plan assets (1,626 ) (1,857 ) (7,284 ) (7,116 ) Net amortization/deferrals 798 1,665 1,962 2,292 Net periodic benefit cost $ 894 $ 1,610 $ 1,587 $ 2,623 |
Postretirement Benefit Plans | |
Components of Net Periodic Benefit Cost | The following tables provide information regarding the Company’s postretirement benefit plans summarized by U.S. and international components. U.S. International Three Months Ended Three Months Ended In thousands, except percentages 2015 2014 2015 2014 Net periodic benefit cost Service cost $ 2 $ 7 $ 11 $ 10 Interest cost 308 289 35 42 Net amortization/deferrals (234 ) (350 ) (10 ) (16 ) Net periodic benefit (credit) cost $ 76 $ (54 ) $ 36 $ 36 U.S. International Nine Months Ended Nine Months Ended In thousands, except percentages 2015 2014 2015 2014 Net periodic benefit cost Service cost $ 6 $ 27 $ 33 $ 28 Interest cost 924 881 105 126 Net amortization/deferrals (702 ) (1,003 ) (29 ) (46 ) Net periodic benefit (credit) cost $ 228 $ (95 ) $ 109 $ 108 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Activity | 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, 2015 : Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic value (in thousands) Outstanding at December 31, 2014 1,147,558 $ 28.33 5.5 $ 67,205 Granted 84,675 87.35 141 Exercised (112,156 ) 26.10 7,057 Canceled (8,751 ) 65.24 208 Outstanding at September 30, 2015 1,111,326 32.76 5.1 62,525 Exercisable at September 30, 2015 875,157 23.83 4.3 57,051 |
Share-Based Fair Value of Each Option Grant Weighted-Average Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Nine Months Ended 2015 2014 Dividend yield 0.14 % 0.11 % Risk-free interest rate 1.82 % 2.19 % Stock price volatility 27.3 % 33.2 % Expected life (years) 5.0 5.0 |
Restricted Stock Activity and Incentive Stock Awards Activity | The following table summarizes the restricted stock and unit activity for the 2011 Plan, the 2000 Plan and the Directors Plan, and incentive stock awards activity for the 2011 Plan and the 2000 Plan with related information for the nine months ended September 30, 2015 : Restricted Stock and Units Incentive Stock Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2014 438,543 791,608 $ 47.97 Granted 110,945 125,650 87.74 Vested (182,776 ) (433,932 ) 37.76 Adjustment for incentive stock awards expected to vest — 61,654 57.60 Canceled (9,284 ) (6,196 ) 66.30 Outstanding at September 30, 2015 357,428 538,784 65.82 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of 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 In thousands, except per share data 2015 2014 Numerator Numerator for basic and diluted earnings per common share - net income attributable to Wabtec shareholders $ 99,181 $ 90,155 Less: dividends declared - common shares and non-vested restricted stock (7,735 ) (5,780 ) Undistributed earnings 91,446 84,375 Percentage allocated to common shareholders (1) 99.7 % 99.6 % 91,172 84,038 Add: dividends declared - common shares 7,713 5,759 Numerator for basic and diluted earnings per common share $ 98,885 $ 89,797 Denominator Denominator for basic earnings per common share - weighted average shares 96,369 95,935 Effect of dilutive securities: Assumed conversion of dilutive stock-based compensation plans 999 1,069 Denominator for diluted earnings per common share - adjusted weighted average shares and assumed conversion 97,368 97,004 Net income per common share attributable to Wabtec shareholders Basic $ 1.03 $ 0.94 Diluted $ 1.02 $ 0.93 (1) Basic weighted-average common shares outstanding 96,369 95,935 Basic weighted-average common shares outstanding and non-vested restricted stock expected to vest 96,647 96,285 Percentage allocated to common shareholders 99.7 % 99.6 % Nine Months Ended In thousands, except per share data 2015 2014 Numerator Numerator for basic and diluted earnings per common share - net income attributable to Wabtec shareholders $ 296,849 $ 258,994 Less: dividends declared - common shares and non-vested restricted stock (19,315 ) (13,471 ) Undistributed earnings 277,534 245,523 Percentage allocated to common shareholders (1) 99.7 % 99.6 % 276,701 244,541 Add: dividends declared - common shares 19,250 13,415 Numerator for basic and diluted earnings per common share $ 295,951 $ 257,956 Denominator Denominator for basic earnings per common share - weighted average shares 96,135 95,745 Effect of dilutive securities: Assumed conversion of dilutive stock-based compensation plans 1,027 1,089 Denominator for diluted earnings per common share - adjusted weighted average shares and assumed conversion 97,162 96,834 Net income per common share attributable to Wabtec shareholders Basic $ 3.08 $ 2.69 Diluted $ 3.05 $ 2.67 (1) Basic weighted-average common shares outstanding 96,135 95,745 Basic weighted-average common shares outstanding and non-vested restricted stock expected to vest 96,462 96,146 Percentage allocated to common shareholders 99.7 % 99.6 % |
Warranties (Tables)
Warranties (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Changes In Product Warranty Reserve [Abstract] | |
Changes in Product Warranty Reserve | The following table reconciles the changes in the Company’s product warranty reserve as follows: Nine Months Ended In thousands 2015 2014 Balance at December 31, 2014 and 2013 respectively $ 87,849 $ 60,593 Warranty expense 21,615 22,104 Acquisitions 6,001 3,567 Warranty claim payments (18,961 ) (14,572 ) Foreign currency impact/other (1,554 ) (980 ) Balance at September 30, 2015 and 2014, respectively $ 94,950 $ 70,712 |
Fair Value Measurement and Fa34
Fair Value Measurement and Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Liabilities Carried at Fair Value Measured on Recurring Basis | The following table provides the liabilities carried at fair value measured on a recurring basis as of September 30, 2015 , which are included in other current liabilities on the Condensed Consolidated Balance sheet: Fair Value Measurements at September 30, 2015 Using In thousands Total Carrying Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap agreements $ 5,798 $ — $ 5,798 $ — Total $ 5,798 $ — $ 5,798 $ — The following table provides the liabilities carried at fair value measured on a recurring basis as of December 31, 2014 , which is included in other current liabilities on the Condensed Consolidated Balance sheet: Fair Value Measurements at December 31, 2014 Using In thousands Total Carrying Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap agreements $ 3,351 $ — $ 3,351 $ — Total $ 3,351 $ — $ 3,351 $ — |
Estimated Fair Values and Related Carrying Values of Financial Instruments | The estimated fair values and related carrying values of the Company’s financial instruments are as follows: September 30, 2015 December 31, 2014 In thousands Carry Value Fair Value Carry Fair Interest rate swap agreement $ 5,798 $ 5,798 $ 3,351 $ 3,351 4.375% Senior Notes 250,000 257,503 250,000 260,000 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Financial Information | Segment financial information for the three months ended September 30, 2015 is as follows: In thousands Freight Segment Transit Segment Corporate Activities and Elimination Total Sales to external customers $ 507,173 $ 302,354 $ — $ 809,527 Intersegment sales/(elimination) 9,025 7,111 (16,136 ) — Total sales $ 516,198 $ 309,465 $ (16,136 ) $ 809,527 Income (loss) from operations $ 119,930 $ 38,772 $ (6,624 ) $ 152,078 Interest expense and other, net — — (7,288 ) (7,288 ) Income (loss) from operations before income taxes $ 119,930 $ 38,772 $ (13,912 ) $ 144,790 Segment financial information for the three months ended September 30, 2014 is as follows: In thousands Freight Transit Corporate Total Sales to external customers $ 453,329 $ 343,942 $ — $ 797,271 Intersegment sales/(elimination) 9,781 1,822 (11,603 ) — Total sales $ 463,110 $ 345,764 $ (11,603 ) $ 797,271 Income (loss) from operations $ 102,182 $ 40,734 $ (6,939 ) $ 135,977 Interest expense and other, net — — (4,748 ) (4,748 ) Income (loss) from operations before income taxes $ 102,182 $ 40,734 $ (11,687 ) $ 131,229 Segment financial information for the nine months ended September 30, 2015 is as follows: In thousands Freight Transit Corporate Total Sales to external customers $ 1,553,734 $ 921,415 $ — $ 2,475,149 Intersegment sales/(elimination) 26,982 8,227 (35,209 ) — Total sales $ 1,580,716 $ 929,642 $ (35,209 ) $ 2,475,149 Income (loss) from operations $ 356,731 $ 117,709 $ (18,082 ) $ 456,358 Interest expense and other, net — — (20,388 ) (20,388 ) Income (loss) from operations before income taxes $ 356,731 $ 117,709 $ (38,470 ) $ 435,970 Segment financial information for the nine months ended September 30, 2014 is as follows: In thousands Freight Transit Corporate Total Sales to external customers $ 1,250,337 $ 973,251 $ — $ 2,223,588 Intersegment sales/(elimination) 27,074 6,096 (33,170 ) — Total sales $ 1,277,411 $ 979,347 $ (33,170 ) $ 2,223,588 Income (loss) from operations $ 294,396 $ 112,009 $ (16,259 ) $ 390,146 Interest expense and other, net — — (13,497 ) (13,497 ) Income (loss) from operations before income taxes $ 294,396 $ 112,009 $ (29,756 ) $ 376,649 |
Sales by Product | Sales by product are as follows: Three Months Ended In thousands 2015 2014 Specialty Products & Electronics $ 433,260 $ 390,038 Brake Products 148,552 142,620 Remanufacturing, Overhaul & Build 146,424 170,826 Other Transit Products 45,547 51,607 Other 35,744 42,180 Total sales $ 809,527 $ 797,271 Nine Months Ended In thousands 2015 2014 Specialty Products & Electronics $ 1,307,089 $ 980,897 Brake Products 472,855 487,095 Remanufacturing, Overhaul & Build 437,101 474,444 Other Transit Products 143,214 155,144 Other 114,890 126,008 Total sales $ 2,475,149 $ 2,223,588 |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
Components of Other Income (Expense) | The components of other income (expense) are as follows: Three Months Ended Nine Months Ended In thousands 2015 2014 2015 2014 Foreign currency (loss) $ (3,058 ) $ (455 ) $ (6,993 ) $ (554 ) Other miscellaneous income (expense) 121 301 (697 ) 626 Total other (expense) income, net $ (2,937 ) $ (154 ) $ (7,690 ) $ 72 |
Business - Additional Informati
Business - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015country | |
Product Information [Line Items] | |
Number of countries company operates | 20 |
Sales Revenue Outside United States | Customer Concentration Risk | |
Product Information [Line Items] | |
Percent of revenue from customers outside the U.S. | 48.00% |
Minimum | |
Product Information [Line Items] | |
Number of countries where product is found (more than) | 100 |
Proposed Transaction with Fai38
Proposed Transaction with Faiveley Transport S.A. (Details) $ in Thousands | Jul. 27, 2015USD ($)employeecountry | Jul. 27, 2015USD ($) | Oct. 06, 2015 | Sep. 30, 2015USD ($) | Sep. 29, 2015USD ($) | Jul. 27, 2015€ / sharesshares | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | |||||||
Convertible preferred stock, conversion period | 3 years | ||||||
Deposit in escrow | $ 209,128 | $ 0 | |||||
Business acquisition consolidated revenue after acquisition | $ 4,500,000 | ||||||
Faiveley Transport | |||||||
Business Acquisition [Line Items] | |||||||
Annual sales of Faiveley | $ 1,200,000 | ||||||
Number of employees (more than) | employee | 5,700 | ||||||
Number of countries Faiveley operates in | country | 24 | ||||||
Purchase price per share (in euros per share) | € / shares | € 100 | ||||||
Percentage of business acquisition consideration payable in cash | 25.00% | ||||||
Percentage of business acquisition consideration payable in preferred stock | 75.00% | ||||||
Preferred stock annual dividend rate | 1.00% | ||||||
Number of common shares issued for conversion of one acquiree common share | shares | 1.125 | ||||||
Minority interests percentage for delisting of acquiree company (less than) | 5.00% | ||||||
Business combination, consideration transferred | $ 1,800,000 | ||||||
Deposit in escrow | $ 209,100 | ||||||
Subsequent Event | Faiveley Transport | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of voting interests in Faiveley | 51.00% |
Accounting Policies - Additiona
Accounting Policies - Additional Information (Detail) $ in Thousands | Sep. 30, 2015USD ($)derivative_contract | Dec. 31, 2014USD ($) | Jun. 05, 2014USD ($) | Jan. 12, 2012USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||
Unbilled accounts receivable | $ 151,131 | $ 187,762 | ||
Customer deposits | 106,889 | 111,797 | ||
Provisions for loss contracts | 8,900 | 7,100 | ||
Deferred pre-production costs | 30,100 | 24,900 | ||
Interest rate swap agreement, current liability | $ 5,798 | 3,351 | ||
Forward Starting Interest Rate Swap Agreement | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Derivative number of instruments held | derivative_contract | 2 | |||
Interest rate swap agreements, notional amount | $ 150,000 | $ 150,000 | $ 150,000 | |
Interest rate swap agreement, current liability | 5,798 | $ 3,351 | ||
Interest rate swap, accumulated other comprehensive loss | $ 3,500 |
Accounting Policies - Accumulat
Accounting Policies - Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
December 31, 2014 | $ (159,486) | |||
Other comprehensive (loss) income before reclassifications | (100,043) | |||
Amounts reclassified from accumulated other comprehensive income | 2,321 | |||
Other comprehensive loss, net of tax | $ (47,512) | $ (58,325) | (97,722) | $ (49,429) |
September 30, 2015 | (257,208) | (257,208) | ||
Foreign currency translation | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
December 31, 2014 | (94,450) | |||
Other comprehensive (loss) income before reclassifications | (100,323) | |||
Other comprehensive loss, net of tax | (100,323) | |||
September 30, 2015 | (194,773) | (194,773) | ||
Derivative contracts | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
December 31, 2014 | (2,243) | |||
Other comprehensive (loss) income before reclassifications | (2,503) | |||
Amounts reclassified from accumulated other comprehensive income | 946 | |||
Other comprehensive loss, net of tax | (1,557) | |||
September 30, 2015 | (3,800) | (3,800) | ||
Pension and post retirement benefit plans | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
December 31, 2014 | (62,793) | |||
Other comprehensive (loss) income before reclassifications | 2,783 | |||
Amounts reclassified from accumulated other comprehensive income | 1,375 | |||
Other comprehensive loss, net of tax | 4,158 | |||
September 30, 2015 | $ (58,635) | $ (58,635) |
Accounting Policies - Reclassif
Accounting Policies - Reclassifications Out of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||
Cost of sales | $ 552,458 | $ 549,813 | $ 1,694,961 | $ 1,541,903 |
Income from Operations | 144,790 | 131,229 | 435,970 | 376,649 |
Interest expense, net | (4,351) | (4,594) | (12,698) | (13,569) |
Income tax expense | (45,609) | (41,074) | (139,121) | (117,655) |
Net income attributable to Wabtec shareholders | 99,181 | $ 90,155 | 296,849 | $ 258,994 |
Reclassification out of Accumulated Other Comprehensive Income | Amortization of initial net obligation and prior service cost | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||
Cost of sales | (522) | (1,565) | ||
Reclassification out of Accumulated Other Comprehensive Income | Amortization of net loss | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||
Cost of sales | 1,191 | 3,585 | ||
Reclassification out of Accumulated Other Comprehensive Income | Pension and post retirement benefit plans | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||
Income from Operations | 669 | 2,020 | ||
Income tax expense | (211) | (645) | ||
Net income attributable to Wabtec shareholders | 458 | 1,375 | ||
Reclassification out of Accumulated Other Comprehensive Income | Derivative contracts | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||
Interest expense, net | 467 | 1,390 | ||
Income tax expense | (147) | (444) | ||
Net income attributable to Wabtec shareholders | $ 320 | $ 946 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||||
Sep. 30, 2015 | Jun. 17, 2015 | Feb. 04, 2015 | Dec. 31, 2014 | Sep. 03, 2014 | Aug. 21, 2014 | Jun. 06, 2014 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 852,995,000 | $ 862,338,000 | |||||
Escrow deposits | 209,128,000 | $ 0 | |||||
Acquired indefinite-lived intangible assets | 128,500,000 | ||||||
Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Acquired indefinite-lived intangible assets | 25,600,000 | ||||||
Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Acquired indefinite-lived intangible assets | $ 95,200,000 | ||||||
Average useful life, years | 20 years | ||||||
Noncompete Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Acquired indefinite-lived intangible assets | $ 2,100,000 | ||||||
Average useful life, years | 5 years | ||||||
Customer Backlog | |||||||
Business Acquisition [Line Items] | |||||||
Acquired indefinite-lived intangible assets | $ 5,600,000 | ||||||
Acquisitions other than Faiveley | |||||||
Business Acquisition [Line Items] | |||||||
Escrow deposits | $ 40,800,000 | ||||||
RCL | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price, net of cash acquired | $ 76,382,000 | ||||||
Goodwill | 12,840,000 | ||||||
Goodwill tax deduction | $ 0 | ||||||
C2CE | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price, net of cash acquired | $ 25,479,000 | ||||||
Goodwill | 15,896,000 | ||||||
Goodwill tax deduction | $ 0 | ||||||
MTC | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price, net of cash acquired | $ 23,360,000 | ||||||
Goodwill | 12,141,000 | ||||||
Goodwill tax deduction | $ 0 | ||||||
Dia-Frag | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price, net of cash acquired | $ 70,641,000 | ||||||
Goodwill | 35,850,000 | ||||||
Goodwill tax deduction | $ 0 | ||||||
Fandstan Electric Group Ltd | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price, net of cash acquired | $ 199,404,000 | ||||||
Goodwill | 64,713,000 | ||||||
Goodwill tax deduction | $ 0 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 17, 2015 | Feb. 04, 2015 | Dec. 31, 2014 | Sep. 03, 2014 | Aug. 21, 2014 | Jun. 06, 2014 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 852,995 | $ 862,338 | |||||
MTC | |||||||
Business Acquisition [Line Items] | |||||||
Current assets | $ 10,906 | ||||||
Property, plant & equipment | 1,510 | ||||||
Goodwill | 12,141 | ||||||
Other intangible assets | 7,649 | ||||||
Other assets | 114 | ||||||
Total assets acquired | 32,320 | ||||||
Total liabilities assumed | (8,960) | ||||||
Net assets acquired | $ 23,360 | ||||||
RCL | |||||||
Business Acquisition [Line Items] | |||||||
Current assets | $ 16,445 | ||||||
Property, plant & equipment | 11,983 | ||||||
Goodwill | 12,840 | ||||||
Other intangible assets | 40,403 | ||||||
Total assets acquired | 81,671 | ||||||
Total liabilities assumed | (5,289) | ||||||
Net assets acquired | $ 76,382 | ||||||
C2CE | |||||||
Business Acquisition [Line Items] | |||||||
Current assets | $ 9,812 | ||||||
Property, plant & equipment | 1,853 | ||||||
Goodwill | 15,896 | ||||||
Other intangible assets | 3,654 | ||||||
Total assets acquired | 31,215 | ||||||
Total liabilities assumed | (5,736) | ||||||
Net assets acquired | $ 25,479 | ||||||
Dia-Frag | |||||||
Business Acquisition [Line Items] | |||||||
Current assets | $ 12,158 | ||||||
Property, plant & equipment | 13,749 | ||||||
Goodwill | 35,850 | ||||||
Other intangible assets | 26,150 | ||||||
Other assets | 66 | ||||||
Total assets acquired | 87,973 | ||||||
Total liabilities assumed | (17,332) | ||||||
Net assets acquired | $ 70,641 | ||||||
Fandstan Electric Group Ltd | |||||||
Business Acquisition [Line Items] | |||||||
Current assets | $ 124,280 | ||||||
Property, plant & equipment | 67,948 | ||||||
Goodwill | 64,713 | ||||||
Other intangible assets | 50,598 | ||||||
Other assets | 216 | ||||||
Total assets acquired | 307,755 | ||||||
Total liabilities assumed | (108,351) | ||||||
Net assets acquired | $ 199,404 |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Combinations [Abstract] | ||||
Net sales | $ 809,527 | $ 835,231 | $ 2,499,388 | $ 2,358,518 |
Gross profit | 257,069 | 260,669 | 787,198 | 726,388 |
Net income attributable to Wabtec shareholders | $ 99,181 | $ 96,680 | $ 299,233 | $ 281,136 |
Diluted earnings per share, as reported (in dollars per share) | $ 1.02 | $ 0.93 | $ 3.05 | $ 2.67 |
Diluted earnings per share, pro forma (in dollars per share) | $ 1.02 | $ 0.99 | $ 3.08 | $ 2.89 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 188,326 | $ 222,059 |
Work-in-progress | 196,379 | 154,094 |
Finished goods | 132,781 | 134,796 |
Total inventories | $ 517,486 | $ 510,949 |
Intangibles - Change in the Car
Intangibles - Change in the Carrying Amount of Goodwill by Segment (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
December 31, 2014 | $ 862,338 |
Adjustment to preliminary purchase allocation | (4,095) |
Acquisitions | 24,981 |
Foreign currency impact | (30,229) |
September 30, 2015 | 852,995 |
Freight Segment | |
Goodwill [Roll Forward] | |
December 31, 2014 | 515,067 |
Adjustment to preliminary purchase allocation | 45 |
Acquisitions | 12,840 |
Foreign currency impact | (9,006) |
September 30, 2015 | 518,946 |
Transit Segment | |
Goodwill [Roll Forward] | |
December 31, 2014 | 347,271 |
Adjustment to preliminary purchase allocation | (4,140) |
Acquisitions | 12,141 |
Foreign currency impact | (21,223) |
September 30, 2015 | $ 334,049 |
Intangibles - Additional Inform
Intangibles - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Intangible Assets Disclosure [Line Items] | |||||
Trademarks | $ 167,600 | $ 167,600 | $ 170,100 | ||
Intangible assets, amortization expense | $ 5,546 | $ 6,731 | $ 16,009 | $ 16,559 | |
Patents | |||||
Intangible Assets Disclosure [Line Items] | |||||
Intangible assets, weighted average useful life (years) | 10 years | ||||
Customer Relationships | |||||
Intangible Assets Disclosure [Line Items] | |||||
Intangible assets, weighted average useful life (years) | 16 years | ||||
Intellectual Property | |||||
Intangible Assets Disclosure [Line Items] | |||||
Intangible assets, weighted average useful life (years) | 14 years |
Intangibles - Intangible Assets
Intangibles - Intangible Assets Other Than Goodwill and Trademarks (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net of accumulated amortization | $ 269,386 | $ 252,705 |
Patents And Other | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net of accumulated amortization | 12,002 | 14,722 |
Intangible assets, accumulated amortization | 40,364 | 39,780 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net of accumulated amortization | 257,384 | 237,983 |
Intangible assets, accumulated amortization | $ 67,285 | $ 56,684 |
Intangibles - Amortization Expe
Intangibles - Amortization Expense (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2015 | $ 6,070 |
2,016 | 21,005 |
2,017 | 19,826 |
2,018 | 18,848 |
2,019 | $ 18,405 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Dec. 19, 2013 | Sep. 30, 2015 | Dec. 31, 2014 | Jun. 05, 2014 | Aug. 31, 2013 | Jan. 12, 2012 |
Debt Instrument [Line Items] | ||||||
Capital Leases | $ 1,019,000 | $ 1,195,000 | ||||
Total | 451,019,000 | 521,195,000 | ||||
Less - current portion | 430,000 | 792,000 | ||||
Long-term portion | $ 450,589,000 | 520,403,000 | ||||
Weighted average interest rate on variable rate debt | 0.94% | |||||
Forward Starting Interest Rate Swap Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate swap agreements, notional amount | $ 150,000,000 | $ 150,000,000 | $ 150,000,000 | |||
Interest rate on notional value | 1.415% | 2.56% | ||||
4.375% Senior Notes, due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | |||
Deferred financing cost | $ 2,600,000 | |||||
Senior notes coupon rate | 99.879% | |||||
Stated interest percentage | 4.375% | 4.375% | 4.375% | |||
2013 Refinancing Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Deferred financing cost | $ 1,000,000 | |||||
Debt instrument, interest rate, effective percentage | 0.50% | |||||
Debt instrument, basis spread on variable rate | 1.00% | |||||
Minimum interest expense coverage ratio | 300.00% | |||||
Maximum debt to cash flow ratio | 325.00% | |||||
2013 Refinancing Credit Agreement | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.00% | |||||
2013 Refinancing Credit Agreement | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||
2013 Refinancing Credit Agreement | Alternative Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||
2013 Refinancing Credit Agreement | Alternative Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||
Alternative Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||
Alternative Rate | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.00% | |||||
Letter of Credit | 2013 Refinancing Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, current borrowing capacity | $ 27,100,000 | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 200,000,000 | $ 270,000,000 | ||||
Revolving Credit Facility | 2013 Refinancing Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, amount | $ 800,000,000 | |||||
Credit facility loan term, years | 5 years | |||||
Line of credit facility, amount currently available | $ 572,900,000 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | Aug. 31, 2013 | |
Alternative Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.75% | ||
4.375% Senior Notes, due 2023 | |||
Debt Instrument [Line Items] | |||
Stated interest percentage | 4.375% | 4.375% | 4.375% |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
U.S. Defined Benefit Pension Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 95 | $ 54 | $ 285 | $ 250 |
Interest cost | 479 | 488 | 1,437 | 1,552 |
Expected return on plan assets | (542) | (617) | (1,626) | (1,857) |
Net amortization/deferrals | 266 | 355 | 798 | 1,665 |
Net periodic benefit cost | 298 | 280 | 894 | 1,610 |
International Defined Benefit Pension Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 506 | 659 | 1,518 | 1,511 |
Interest cost | 1,801 | 2,271 | 5,391 | 5,936 |
Expected return on plan assets | (2,434) | (2,655) | (7,284) | (7,116) |
Net amortization/deferrals | 655 | 766 | 1,962 | 2,292 |
Net periodic benefit cost | 528 | 1,041 | 1,587 | 2,623 |
U.S. Post Retirement | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 2 | 7 | 6 | 27 |
Interest cost | 308 | 289 | 924 | 881 |
Net amortization/deferrals | (234) | (350) | (702) | (1,003) |
Net periodic benefit cost | 76 | (54) | 228 | (95) |
International Post Retirement | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 11 | 10 | 33 | 28 |
Interest cost | 35 | 42 | 105 | 126 |
Net amortization/deferrals | (10) | (16) | (29) | (46) |
Net periodic benefit cost | $ 36 | $ 36 | $ 109 | $ 108 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
International Defined Benefit Pension Plans | |
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Contribution to the plan | $ 6,700,000 |
U.S. Defined Benefit Pension Plans | |
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Contribution to the plan | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | Oct. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 20.1 | $ 19.1 | ||||
Unamortized compensation expense expected to be vested | $ 30.2 | |||||
Recognized weighted average period, years | 1 year 3 months 18 days | |||||
Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 1.7 | |||||
Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 4.8 | |||||
Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 2.6 | |||||
Performance Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 10.2 | |||||
Award vesting period | 3 years | |||||
Performance Shares | Scenario Forecast | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of incentive stock awards expected to be vested and awarded of stocks granted | 100.00% | 132.00% | 121.00% | |||
Performance Shares | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of incentive stock awards expected to be vested and awarded of stocks granted | 0.00% | |||||
Performance Shares | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of incentive stock awards expected to be vested and awarded of stocks granted | 200.00% | |||||
2011 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Plan term | 10 years | |||||
Number of shares available for grant | 3,800,000 | |||||
2011 Plan | Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Plan term | 10 years | |||||
Award vesting period | 4 years | |||||
2011 Plan | Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
2011 Plan | Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Directors Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 0.8 | |||||
Directors Plan | Scenario Forecast | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of additional shares authorized | 0 | |||||
Directors Plan | Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Plan Two Thousand | Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Plan term | 10 years | |||||
Award vesting period | 4 years | |||||
Plan Two Thousand | Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Plan Two Thousand | Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting period | 4 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Options Outstanding | ||
December 31, 2014 (in shares) | 1,147,558 | |
Granted (in shares) | 84,675 | |
Exercised (in shares) | (112,156) | |
Canceled (in shares) | (8,751) | |
September 30, 2015 (in shares) | 1,111,326 | 1,147,558 |
Exercisable at September 30, 2015 (in shares) | 875,157 | |
Weighted-Average Exercise Price per Share | ||
December 31, 2014 (in dollars per share) | $ 28.33 | |
Granted (in dollars per share) | 87.35 | |
Exercised (in dollars per share) | 26.10 | |
Canceled (in dollars per share) | 65.24 | |
September 30, 2015 (in dollars per share) | 32.76 | $ 28.33 |
Exercisable at September 30, 2015 (in dollars per share) | $ 23.83 | |
Weighted-Average Remaining Contractual Life | ||
Outstanding, Weighted Average Remaining Contractual Life | 5 years 1 month 6 days | 5 years 6 months |
Exercisable at September 30, 2015 | 4 years 3 months 18 days | |
Aggregate Intrinsic Value | ||
December 31, 2014 | $ 67,205 | |
Granted | 141 | |
Exercised | 7,057 | |
Canceled | 208 | |
September 30, 2015 | 62,525 | $ 67,205 |
Exercisable at September 30, 2015 | $ 57,051 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Each Option Grant Weighted Average Assumptions (Detail) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Dividend yield | 0.14% | 0.11% |
Risk-free interest rate | 1.82% | 2.19% |
Stock price volatility | 27.30% | 33.20% |
Expected life (years) | 5 years | 5 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity and Incentive Stock Awards Activity (Detail) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 47.97 |
Granted (in dollars per share) | $ / shares | 87.74 |
Vested (in dollars per share) | $ / shares | 37.76 |
Adjustment for incentive stock awards expected to vest (in dollars per share) | $ / shares | 57.60 |
Canceled (in dollars per share) | $ / shares | 66.30 |
Outstanding, end of period (in dollars per share) | $ / shares | $ 65.82 |
Restricted Stock and Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, beginning of period (in shares) | 438,543 |
Granted (in shares) | 110,945 |
Vested (in shares) | (182,776) |
Canceled (in shares) | (9,284) |
Outstanding, end of period (in shares) | 357,428 |
Incentive Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, beginning of period (in shares) | 791,608 |
Granted (in shares) | 125,650 |
Vested (in shares) | (433,932) |
Adjustment for incentive stock awards expected to vest (in shares) | 61,654 |
Canceled (in shares) | (6,196) |
Outstanding, end of period (in shares) | 538,784 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 31.50% | 31.30% | 31.90% | 31.20% | |
Liability for uncertain tax positions | $ 13.7 | $ 13.7 | $ 12.6 | ||
Unrecognized tax benefits if recognized that would affect effective tax rate | 5.5 | 5.5 | 5.5 | ||
Accrued interest related to uncertain tax positions | 2.4 | 2.4 | 1.9 | ||
Accrued penalties related to uncertain tax positions | 1.7 | 1.7 | $ 1.3 | ||
Unrecognized tax benefits subject to change within the next 12 months | $ 4.4 | $ 4.4 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to Wabtec shareholders | $ 99,181 | $ 90,155 | $ 296,849 | $ 258,994 |
Less: dividends declared - common shares and non-vested restricted stock | (7,735) | (5,780) | (19,315) | (13,471) |
Undistributed earnings | $ 91,446 | $ 84,375 | $ 277,534 | $ 245,523 |
Percentage allocated to common shareholders | 99.70% | 99.60% | 99.70% | 99.60% |
Undistributed earnings allocated to common shareholders | $ 91,172 | $ 84,038 | $ 276,701 | $ 244,541 |
Add: dividends declared - common shares | 7,713 | 5,759 | 19,250 | 13,415 |
Numerator for basic and diluted earnings per common share | $ 98,885 | $ 89,797 | $ 295,951 | $ 257,956 |
Basic weighted average common shares outstanding (in shares) | 96,369 | 95,935 | 96,135 | 95,745 |
Assumed conversion of dilutive stock-based compensation plans (in shares) | 999 | 1,069 | 1,027 | 1,089 |
Denominator for diluted earnings per common share - adjusted weighted average shares and assumed conversion (in shares) | 97,368 | 97,004 | 97,162 | 96,834 |
Basic earnings per share (in dollars per share) | $ 1.03 | $ 0.94 | $ 3.08 | $ 2.69 |
Diluted earnings per share, as reported (in dollars per share) | $ 1.02 | $ 0.93 | $ 3.05 | $ 2.67 |
Computation of Basic and Dilute
Computation of Basic and Diluted Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Basic weighted average common shares outstanding (in shares) | 96,369 | 95,935 | 96,135 | 95,745 |
Basic weighted-average common shares outstanding and non-vested restricted stock expected to vest (in shares) | 96,647 | 96,285 | 96,462 | 96,146 |
Percentage allocated to common shareholders | 99.70% | 99.60% | 99.70% | 99.60% |
Warranties - Changes in Product
Warranties - Changes in Product Warranty Reserve (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Balance at beginning of period | $ 87,849 | $ 60,593 |
Warranty expense | 21,615 | 22,104 |
Acquisitions | 6,001 | 3,567 |
Warranty claim payments | (18,961) | (14,572) |
Foreign currency impact/other | (1,554) | (980) |
Balance at end of period | $ 94,950 | $ 70,712 |
Fair Value Measurement and Fa62
Fair Value Measurement and Fair Value of Financial Instruments - Liabilities Carried at Fair Value Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap agreement, current liability | $ 5,798 | $ 3,351 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 5,798 | 3,351 |
Interest rate swap agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap agreement, current liability | 5,798 | 3,351 |
Liabilities at fair value | 5,798 | 3,351 |
Interest rate swap agreements | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | $ 5,798 | $ 3,351 |
Fair Value Measurement and Fa63
Fair Value Measurement and Fair Value of Financial Instruments - Estimated Fair Values and Related Carrying Values of Financial Instruments (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Aug. 31, 2013 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carry value | $ 5,798 | $ 3,351 | |
Interest rate swap agreements | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carry value | 5,798 | 3,351 | |
Fair value | 5,798 | 3,351 | |
4.375% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carry value | 250,000 | 250,000 | $ 250,000 |
Fair value | $ 257,503 | $ 260,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Segment F
Segment Information - Segment Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Total sales | $ 809,527 | $ 797,271 | $ 2,475,149 | $ 2,223,588 |
Income (loss) from operations | 152,078 | 135,977 | 456,358 | 390,146 |
Interest expense and other, net | (7,288) | (4,748) | (20,388) | (13,497) |
Income from operations before income taxes | 144,790 | 131,229 | 435,970 | 376,649 |
Sales to external customers | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 809,527 | 797,271 | 2,475,149 | 2,223,588 |
Operating Segments | Freight Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 516,198 | 463,110 | 1,580,716 | 1,277,411 |
Income (loss) from operations | 119,930 | 102,182 | 356,731 | 294,396 |
Income from operations before income taxes | 119,930 | 102,182 | 356,731 | 294,396 |
Operating Segments | Transit Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 309,465 | 345,764 | 929,642 | 979,347 |
Income (loss) from operations | 38,772 | 40,734 | 117,709 | 112,009 |
Income from operations before income taxes | 38,772 | 40,734 | 117,709 | 112,009 |
Operating Segments | Sales to external customers | Freight Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 507,173 | 453,329 | 1,553,734 | 1,250,337 |
Operating Segments | Sales to external customers | Transit Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 302,354 | 343,942 | 921,415 | 973,251 |
Operating Segments | Intersegment sales/(elimination) | Freight Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 9,025 | 9,781 | 26,982 | 27,074 |
Operating Segments | Intersegment sales/(elimination) | Transit Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 7,111 | 1,822 | 8,227 | 6,096 |
Corporate Activities and Elimination | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | (16,136) | (11,603) | (35,209) | (33,170) |
Income (loss) from operations | (6,624) | (6,939) | (18,082) | (16,259) |
Interest expense and other, net | (7,288) | (4,748) | (20,388) | (13,497) |
Income from operations before income taxes | (13,912) | (11,687) | (38,470) | (29,756) |
Corporate Activities and Elimination | Intersegment sales/(elimination) | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | $ (16,136) | $ (11,603) | $ (35,209) | $ (33,170) |
Segment Information - Sales by
Segment Information - Sales by Product (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Total sales | $ 809,527 | $ 797,271 | $ 2,475,149 | $ 2,223,588 |
Specialty Products & Electronics | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 433,260 | 390,038 | 1,307,089 | 980,897 |
Brake Products | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 148,552 | 142,620 | 472,855 | 487,095 |
Remanufacturing, Overhaul & Build | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 146,424 | 170,826 | 437,101 | 474,444 |
Other Transit Products | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 45,547 | 51,607 | 143,214 | 155,144 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | $ 35,744 | $ 42,180 | $ 114,890 | $ 126,008 |
Other Income (Expense), Net - C
Other Income (Expense), Net - Components of Other Income Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Other Income and Expenses [Abstract] | ||||
Foreign currency (loss) | $ (3,058) | $ (455) | $ (6,993) | $ (554) |
Other miscellaneous income (expense) | 121 | 301 | (697) | 626 |
Total other (expense) income, net | $ (2,937) | $ (154) | $ (7,690) | $ 72 |