Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | WAB | |
Entity Registrant Name | WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP | |
Entity Central Index Key | 0000943452 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 162,817,600 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 512,870 | $ 580,908 |
Restricted cash | 0 | 1,761,446 |
Accounts receivable | 1,271,198 | 801,193 |
Unbilled accounts receivable | 455,626 | 345,585 |
Inventories | 1,947,220 | 844,886 |
Other current assets | 194,223 | 115,649 |
Total current assets | 4,381,137 | 4,449,667 |
Property, plant and equipment | 2,133,778 | 1,036,550 |
Accumulated depreciation | (498,812) | (472,813) |
Property, plant and equipment, net | 1,634,966 | 563,737 |
Other Assets | ||
Goodwill | 8,142,473 | 2,396,544 |
Other intangibles, net | 4,364,021 | 1,129,880 |
Other noncurrent assets | 555,308 | 109,406 |
Total other assets | 13,061,802 | 3,635,830 |
Total Assets | 19,077,905 | 8,649,234 |
Current Liabilities | ||
Accounts payable | 1,187,261 | 589,449 |
Customer deposits | 573,244 | 373,538 |
Accrued compensation | 273,449 | 173,183 |
Accrued warranty | 217,752 | 135,636 |
Current portion of long-term debt | 321,308 | 64,099 |
Other accrued liabilities | 681,421 | 310,785 |
Total current liabilities | 3,254,435 | 1,646,690 |
Long-term debt | 4,641,286 | 3,792,774 |
Accrued postretirement and pension benefits | 96,533 | 95,446 |
Deferred income taxes | 176,116 | 198,269 |
Accrued warranty | 31,563 | 18,066 |
Other long-term liabilities | 1,097,526 | 28,914 |
Total Liabilities | 9,297,459 | 5,780,159 |
Commitments and contingencies (Note 16) | ||
Equity | ||
Convertible preferred stock, $0.01 par value; 1,000,000 shares authorized, 10,000 and no shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 0 | 0 |
Common stock, $0.01 par value; 500,000,000 shares authorized: 198,131,716 and 132,349,534 shares issued and 162,817,600 and 96,614,966 outstanding at March 31, 2019 and December 31, 2018, respectively | 1,981 | 1,323 |
Additional paid-in capital | 7,796,270 | 914,568 |
Treasury stock, at cost, 35,314,116 and 35,734,588 shares, at March 31, 2019 and December 31, 2018, respectively | (807,214) | (816,145) |
Retained earnings | 3,005,809 | 3,021,968 |
Accumulated other comprehensive income (loss) | (309,000) | (256,583) |
Total Westinghouse Air Brake Technologies Corporation shareholders' equity | 9,687,846 | 2,865,131 |
Noncontrolling interest | 92,600 | 3,944 |
Total Equity | 9,780,446 | 2,869,075 |
Total Liabilities and Equity | $ 19,077,905 | $ 8,649,234 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 10,000 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 198,131,716 | |
Common stock, shares outstanding (in shares) | 162,817,600 | 96,614,946 |
Treasury stock, shares (in shares) | 35,314,116 | 35,734,588 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net sales: | ||
Total net sales | $ 1,593,617 | $ 1,056,177 |
Cost of sales: | ||
Total cost of sales | (1,204,600) | (745,296) |
Gross profit | 389,017 | 310,881 |
Operating expenses: | ||
Selling, general and administrative expenses | (259,723) | (147,201) |
Engineering expenses | (34,545) | (22,049) |
Amortization expense | (27,442) | (10,352) |
Total operating expenses | (321,710) | (179,602) |
Income from operations | 67,307 | 131,279 |
Other income and expenses: | ||
Interest expense, net | (44,569) | (20,284) |
Other (expense) income, net | (8,228) | 2,586 |
Income from operations before income taxes | 14,510 | 113,581 |
Income tax expense | (18,523) | (26,124) |
Net (loss) income | (4,013) | 87,457 |
Less: Net (gain) loss attributable to noncontrolling interest | (459) | 909 |
Net (loss) income attributable to Wabtec shareholders | $ (4,472) | $ 88,366 |
Basic | ||
Net income attributable to Wabtec shareholders (in dollars per share) | $ (0.04) | $ 0.92 |
Diluted | ||
Net income attributable to Wabtec shareholders (in dollars per share) | $ (0.04) | $ 0.92 |
Weighted average shares outstanding | ||
Basic (in shares) | 121,226 | 95,810 |
Diluted (in shares) | 121,226 | 96,371 |
Goods | ||
Net sales: | ||
Total net sales | $ 1,434,509 | $ 1,010,677 |
Cost of sales: | ||
Total cost of sales | (1,073,571) | (709,278) |
Services | ||
Net sales: | ||
Total net sales | 159,108 | 45,500 |
Cost of sales: | ||
Total cost of sales | $ (131,029) | $ (36,018) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income attributable to Wabtec shareholders | $ (4,472) | $ 88,366 |
Foreign currency translation (loss) gain | (46,553) | 77,967 |
Unrealized (loss) gain on derivative contracts | (4,093) | 2,066 |
Unrealized loss on pension benefit plans and post-retirement benefit plans | (3,622) | (430) |
Other comprehensive (loss) income before tax | (54,268) | 79,603 |
Income tax (benefit) expense related to components of other comprehensive income | 1,851 | (595) |
Other comprehensive (loss) income, net of tax | (52,417) | 79,008 |
Comprehensive (loss) income attributable to Wabtec shareholders | $ (56,889) | $ 167,374 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating Activities | ||
Net (loss) income | $ (4,013) | $ 87,457 |
Adjustments to reconcile net income to cash provided by operations: | ||
Depreciation and amortization | 55,962 | 27,854 |
Stock-based compensation expense | 8,526 | 5,696 |
Loss (gain) on disposal of property, plant and equipment | 1,028 | (24) |
Changes in operating assets and liabilities, net of acquisitions | ||
Accounts receivable and unbilled accounts receivable | (51,614) | (66,347) |
Inventories | 75,300 | (50,755) |
Accounts payable | (116,375) | 32,096 |
Accrued income taxes | 18,396 | 14,004 |
Accrued liabilities and customer deposits | (59,978) | (1,529) |
Other assets and liabilities | 104,106 | (24,252) |
Net cash provided by operating activities | 31,338 | 24,200 |
Investing Activities | ||
Purchase of property, plant and equipment | (29,720) | (17,466) |
Proceeds from disposal of property, plant and equipment | 786 | 7,898 |
Acquisitions of businesses, net of cash acquired | (2,710,714) | (34,297) |
Net cash used for investing activities | (2,739,648) | (43,865) |
Financing Activities | ||
Proceeds from debt | 1,736,521 | 306,610 |
Payments of debt | (837,744) | (266,347) |
Proceeds from exercise of stock options and other benefit plans | 25 | 2,873 |
Payment of income tax withholding on share-based compensation | (4,125) | (2,937) |
Cash dividends ($0.12 and $0.12 per share for the three months ended March 31, 2019 and 2018, respectively) | (11,687) | (11,531) |
Net cash provided by financing activities | 882,990 | 28,668 |
Effect of changes in currency exchange rates | (4,164) | 7,482 |
(Decrease) increase in cash | (1,829,484) | 16,485 |
Cash, cash equivalents and restricted cash beginning of period | 2,342,354 | 233,401 |
Cash and cash equivalents end of period | $ 512,870 | $ 249,886 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||
Cash dividends, per share (in dollars per share) | $ 0.12 | $ 0.12 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interest |
Beginning Balance (in shares) at Dec. 31, 2017 | 132,349,534 | (36,315,182) | |||||
Beginning Balance at Dec. 31, 2017 | $ 2,828,532 | $ 1,323 | $ 906,616 | $ (827,379) | $ 2,773,300 | $ (44,992) | $ 19,664 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cash dividends | (11,531) | ||||||
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax (in shares) | 193,013 | ||||||
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | (1,289) | (4,511) | $ 3,222 | ||||
Stock based compensation | 5,696 | ||||||
Net income (loss) | 87,457 | 88,366 | (909) | ||||
Other comprehensive income, net of tax | 79,008 | 79,008 | |||||
Other owner changes | 356 | 356 | |||||
Ending Balance (in shares) at Mar. 31, 2018 | 132,349,534 | (36,122,169) | |||||
Ending Balance at Mar. 31, 2018 | $ 2,988,229 | $ 1,323 | 907,801 | $ (824,157) | 2,850,135 | 34,016 | 19,111 |
Beginning Balance (in shares) at Dec. 31, 2018 | 132,349,534 | 132,349,534 | (35,734,588) | ||||
Beginning Balance at Dec. 31, 2018 | $ 2,869,075 | $ 1,323 | 914,568 | $ (816,145) | 3,021,968 | (256,583) | 3,944 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cash dividends | (11,687) | (11,687) | |||||
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax (in shares) | 420,472 | ||||||
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | (5,515) | (14,446) | $ 8,931 | ||||
Stock based compensation | 8,526 | 8,526 | |||||
Net income (loss) | (4,013) | (4,472) | 459 | ||||
Other comprehensive income, net of tax | (52,417) | (52,417) | |||||
Acquisition of General Electric Transportation (in shares) | 65,782,182 | ||||||
Acquisition of General Electric Transportation | 6,975,045 | $ 658 | 6,887,622 | 86,765 | |||
Other owner changes | 1,432 | 1,432 | |||||
Ending Balance (in shares) at Mar. 31, 2019 | 198,131,716 | (35,314,116) | |||||
Ending Balance at Mar. 31, 2019 | $ 9,780,446 | $ 1,981 | $ 7,796,270 | $ (807,214) | $ 3,005,809 | $ (309,000) | $ 92,600 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividends, per share (in dollars per share) | $ 0.12 | $ 0.12 |
Business
Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | BUSINESS Westinghouse Air Brake Technologies Corporation (“Wabtec” or the "Company") is one of the world’s largest providers of value-added, technology-based equipment, systems and services for the global passenger transit and freight rail industries. Our highly engineered products enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight cars, passenger transit cars and buses around the world 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 over 50 countries and our products can be found in more than 100 countries throughout the world. In the first three months of 2019 , approximately 61% of the Company’s revenues came from customers outside the United States. |
Accounting Policies
Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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 ("GAAP") in the United States of America and the rules and regulations of the Securities and Exchange Commission and include the accounts of Wabtec and its subsidiaries in which Wabtec has a controlling interest. These condensed consolidated interim financial statements do not include all of the information and footnotes required for complete financial statements. In management’s opinion, these financial statements reflect all adjustments of a normal, recurring nature necessary for a fair presentation of the results for the interim periods presented. 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, 2018 . The December 31, 2018 information has been derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . Revenue Recognition On January 1, 2018, the Company adopted ASC 606 “Revenue from Contracts with Customers”. This new guidance provides a five-step analysis of transactions to determine when and how revenue is recognized, and requires 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. Approximately 75% of the Company’s revenues are derived from performance obligations that are satisfied at a point in time when control passes to the customer. The remaining revenues are earned over time. Generally, for performance obligations satisfied at a point in time control passes at the time of shipment in accordance with agreed upon delivery terms. The Company also has long-term customer agreements involving the design and production of highly engineered products that require revenue to be recognized over time because these products have no alternative use without significant economic loss and the agreements contain an enforceable right to payment including a reasonable profit margin from the customer in the event of contract termination. Additionally, the Company has customer agreements involving the creation or enhancement of an asset that the customer controls which also require revenue to be recognized over time. Generally, the Company uses an input method for determining the amount of revenue, cost and gross margin to recognize over time for these customer agreements. The input methods used for these agreements include costs of material and labor, both of which give an accurate representation of the progress made toward complete satisfaction of a particular performance obligation. Contract revenues and cost estimates are reviewed and revised quarterly at a minimum and adjustments are reflected in the accounting period as such amounts are determined. Contract assets include unbilled amounts resulting from sales under long-term contracts where revenue is recognized over time and revenue exceeds the amount that can be billed to the customer based on the terms of the contract. The current portion of the contract assets are classified as current assets under the caption “Unbilled Accounts Receivable” while the noncurrent contract assets are classified as other assets under the caption "Other Noncurrent Assets" on the consolidated balance sheet. Noncurrent contract assets were $119.2 million at March 31, 2019 and were not material at December 31, 2018 , respectively. Included in noncurrent contract assets are certain costs that are specifically related to a contract, however, do not directly contribute to the transfer of control of the tangible product being created, such as non-recurring engineering costs. The Company has elected to use the practical expedient and not consider unbilled amounts anticipated to be paid within one year as significant financing components. Contract liabilities include customer deposits that are made prior to the incurrence of costs related to a newly agreed upon contract and advanced customer payments that are in excess of revenue recognized. The current portion of contract liabilities are classified as current liabilities under the caption “Customer Deposits” while the noncurrent contract liabilities are classified as noncurrent liabilities under the caption "Other Long-Term Liabilities" on the consolidated balance sheet. Noncurrent contract liabilities were $58.1 million at March 31, 2019 and were not material at December 31, 2018 . These contract liabilities are not considered a significant financing component because they are used to meet working capital demands that can be higher in the early stages of a contract or revenue associated with the contract liabilities is expected to be recognized within one year. Contract liabilities also include provisions for estimated losses from uncompleted contracts. Provisions for loss contracts were $81.5 million and $71.2 million at March 31, 2019 and December 31, 2018 , respectively. These provisions for estimated losses are classified as current liabilities and included within the caption “Other accrued liabilities” on the consolidated balance sheet. Due to the nature of work required to be performed on the Company’s long-term projects, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Contract estimates related to long-term projects are based on various assumptions to project the outcome of future events that could span several years. These assumptions include cost of materials; labor availability and productivity; complexity of the work to be performed; and the performance of suppliers, customers and subcontractors that may be associated with the contract. We have a disciplined quarterly estimate-at-completion process where management reviews the progress of long term-projects. As part of this process, management reviews information including key contract matters, progress towards completion, identified risks and opportunities and any other information that could impact the Company’s estimates of revenue and costs. After completing this analysis, any quarterly adjustments to net sales, cost of goods sold, and the related impact to operating income are recognized as necessary in the period they become known. Generally, the Company’s revenue contains a single performance obligation for each distinct good; however, a single contract may have multiple performance obligations comprising multiple promises to customers. Performance obligations are determined based on customer's intended use of products and services. Less complex products principally result in each completed product being a separate performance obligation recognized at a point in time. More complex products or services principally result in a single performance obligation as a customer is either procuring bundled offering that is managed or utilized on a combined basis or there are multiple complex goods or services in the contract, which are substantially the same and recognized over time. When there are multiple performance obligations, revenue is allocated based on the relative stand-alone selling price. Pricing is defined in our contracts on a line item basis and includes an estimate of variable consideration when required by the terms of the individual customer contract. Types of variable consideration the Company typically has include volume discounts, prompt payment discounts, liquidating damages, and performance bonuses. Sales returns and allowances are also estimated and recognized in the same period the related revenue is recognized, based upon the Company’s experience. Remaining performance obligations represent the transaction price of firm customer orders subject to standard industry cancellation provisions and substantial scope-of-work adjustments. As of March 31, 2019, the Company's remaining performance obligations were $ 22.0 billion . The Company expects to recognize revenue of approximately 27% of remaining performance obligation over the next 12 months , with the remainder recognized thereafter. Reclassifications Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation. Refer to Recently Adopted Accounting Pronouncements below. 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 As part of its risk management strategy, the Company utilizes derivative financial instruments to mitigate the impact of changes in foreign currencies and interest rates on earnings and cash flow. For further information regarding financial derivatives and hedging activities, refer to Footnotes 14 and 15. Foreign Currency Translation Certain of our international operations have determined that the local currency is the functional currency whereas others have determined the U.S. dollar is their functional currency. Assets and liabilities of foreign subsidiaries where the functional currency is the local currency 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. Noncontrolling Interests In accordance with ASC 810 "Consolidation", the Company has classified noncontrolling interests as equity on the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 . Net income attributable to noncontrolling interests was $0.5 million for the three months ended March 31, 2019 . Net loss attributable to noncontrolling interests was $0.9 million for the three months ended March 31, 2018 . Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The amendments in this update eliminate the requirement to perform Step 2 of the goodwill impairment test. Instead, an entity should perform a goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value up to the carrying amount of the goodwill. The ASU is effective for public companies in the fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The impact of adopting this guidance could result in a change in the overall conclusion as to whether or not a reporting unit's goodwill is impaired and the amount of an impairment charge recognized in the event a reporting units' carrying value exceeds its fair value. All of the Company's reporting units had fair values that were substantially greater than the carrying value as of the Company's last quantitative goodwill impairment test, which was performed as of October 1, 2018. Recently Adopted Accounting Pronouncements In February 2018, FASB issued ASU No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income". The amendments in this update address certain stranded income tax effects in accumulated other comprehensive income ("AOCI") resulting from the Tax Cuts and Jobs Act (the "Tax Act"). Current guidance requires the effect of a change in tax laws or rates on deferred tax balances to be reported in income from continuing operations in the accounting period that includes the period of enactment, even if the related income tax effects were originally charged or credited directly to AOCI. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded effects resulting from the Tax Act. The amount of the reclassification would include the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of the enactment of the Tax Act related to items in AOCI. The updated guidance became effective for reporting periods beginning after December 15, 2018. The Company adopted this accounting standard at the beginning of the period and elected to not retrospectively apply the new standard. The impact of adopting the new standard was not material to the consolidated statement of income or the consolidated balance sheet. In February 2016, FASB issued ASU No. 2016-02, "Leases (Topic 814)" which requires lessees to recognize a right of use asset and lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with terms less than 12 months, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize a right of use asset and lease liability. This guidance became effective for the Company on January 1, 2019. The Company elected the practical expedient which does not require the capitalization of leases with terms of 12 months or less. And the Company did not elect the practical expedient which allows hindsight to be used to determine the term of a lease. The Company adopted the standard using the transition alternative, which allowed for the application of the guidance at beginning of the period in which it is adopted, rather than requiring the adjustment of prior comparative periods. For further information regarding the Company's adoption of the new standard, see Footnote 7. Other Comprehensive Income (Loss) Comprehensive income comprises both net income and the change in equity from transactions and other events and circumstances from nonowner sources. The changes in accumulated other comprehensive income (loss) by component, net of tax, for the three months ended March 31, 2019 are as follows: In thousands Foreign currency translation Derivative contracts Pension and post retirement benefit plans Total Balance at December 31, 2018 $ (202,204 ) $ (53 ) $ (54,326 ) $ (256,583 ) Other comprehensive income (loss) before reclassifications (46,553 ) (3,111 ) (3,305 ) (52,969 ) Amounts reclassified from accumulated other comprehensive income — — 552 552 Net current period other comprehensive income (loss) (46,553 ) (3,111 ) (2,753 ) (52,417 ) Balance at March 31, 2019 $ (248,757 ) $ (3,164 ) $ (57,079 ) $ (309,000 ) Reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2019 are as follows: In thousands Amount reclassified from accumulated other comprehensive income Affected line item in the Condensed Consolidated Statements of Income Amortization of defined pension and post retirement items Amortization of initial net obligation and prior service cost $ (366 ) Other income (expense), net Amortization of net loss 1,092 Other income (expense), net 726 Other income (expense), net (174 ) Income tax expense $ 552 Net income Derivative contracts Realized loss on derivative contracts $ — Interest expense, net — Income tax expense $ — Net income The changes in accumulated other comprehensive loss by component, net of tax, for the three months ended March 31, 2018 are as follows: Foreign Derivative Pension and Total Balance at December 31, 2017 $ 5,063 $ 4,015 $ (54,070 ) $ (44,992 ) Other comprehensive income (loss) before reclassifications 77,967 920 (847 ) 78,040 Amounts reclassified from accumulated other comprehensive income — 448 520 968 Net current period other comprehensive income (loss) 77,967 1,368 (327 ) 79,008 Balance at March 31, 2018 $ 83,030 $ 5,383 $ (54,397 ) $ 34,016 Reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2018 are as follows: In thousands Amount reclassified from Affected line item in the Amortization of defined pension and post retirement items Amortization of initial net obligation and prior service cost $ (375 ) Other income (expense), net Amortization of net loss 1,093 Other income (expense), net 718 Other income (expense), net (198 ) Income tax expense $ 520 Net income Derivative contracts Realized loss on derivative contracts $ 679 Interest expense, net (231 ) Income tax expense $ 448 Net income |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS General Electric Transportation Wabtec, General Electric Company ("GE"), GE Transportation, a Wabtec Company formerly known as Transportation System Holdings Inc. ("SpinCo"), which was a newly formed wholly owned subsidiary of GE, and Wabtec US Rail Holdings, Inc. ("Merger Sub"), which was a newly formed wholly owned subsidiary of the Company, entered into the Original Merger Agreement on May 20, 2018, and GE, SpinCo, Wabtec and Wabtec US Rail, Inc. ("Direct Sale Purchaser") entered into the Original Separation Agreement on May 20, 2018, which together provided for the combination of Wabtec and GE Transportation. The Original Merger Agreement and Original Separation Agreement were subsequently amended on January 25, 2019 and the Merger was completed on February 25, 2019. As part of the Merger, certain assets of GE Transportation ("GET"), including the equity interests of certain pre-Transaction subsidiaries of GE that compose part of GE Transportation, were sold to Direct Sale Purchaser for a cash payment of $2.875 billion , and Direct Sale Purchaser assumed certain liabilities of GE Transportation in connection with this purchase (the "Direct Sale"). Thereafter, GE transferred the SpinCo Business to SpinCo and its subsidiaries (to the extent not already held by SpinCo and its subsidiaries), and SpinCo issued to GE shares of SpinCo Class A preferred stock, SpinCo Class B preferred stock, SpinCo Class C preferred stock and additional shares of SpinCo common stock in the SpinCo Transfer. Following this issuance of additional SpinCo common stock to GE, and immediately prior to the Distribution, GE owned 8,700,000,000 shares of SpinCo common stock, 15,000 shares of SpinCo Class A preferred stock, 10,000 shares of SpinCo Class B preferred stock and one share of SpinCo Class C preferred stock, which constituted all of the outstanding stock of SpinCo. Following the Direct Sale, GE distributed the Distribution Shares of SpinCo in a spin-off transaction to its stockholder. Immediately after the Distribution, Merger Sub merged with and into SpinCo, whereby the separate corporate existence of Merger Sub ceased and SpinCo continued as the surviving company and a wholly owned subsidiary of Wabtec (except with respect to shares of SpinCo Class A preferred stock held by GE). In the Merger, subject to adjustment in accordance with the Merger Agreement, each share of SpinCo common stock converted into the right to receive a number of shares of Wabtec common stock based on the common stock exchange ratio set forth in the Merger Agreement and the share of SpinCo Class C preferred stock was converted into the right to receive (a) 10,000 shares of Wabtec convertible preferred stock and (b) a number of shares of Wabtec common stock equal to 9.9% of the fully-diluted pro forma Wabtec shares. Immediately prior to the Merger, Wabtec paid $10.0 million in cash to GE in exchange for all of the shares of SpinCo Class B preferred stock. Upon consummation of the Merger Wabtec issued 46,763,975 shares of common stock to the holders of GE common stock, 19,018,207 shares of common stock to GE and 10,000 shares of preferred stock to GE and made a cash payment to GE of $2.885 billion . As a result and calculated based on Wabtec’s outstanding common stock on a fully-diluted, as-converted and as-exercised basis, as of December 31, 2018, approximately 49.2% of the outstanding shares of Wabtec common stock was held collectively by GE and holders of GE common stock (with 9.9% to be held by GE directly in shares of Wabtec common stock and 15% underlying the shares of Wabtec convertible preferred stock to be held by GE) and approximately 50.8% of the outstanding shares of Wabtec common stock would be held by pre-Merger Wabtec stockholders, in each case calculated on a fully-diluted, as-converted and as-exercised basis. Following the Merger, GE also retained 15,000 shares of SpinCo Class A non-voting preferred stock, and Wabtec held 10,000 shares of SpinCo Class B non-voting preferred stock. The shares of Wabtec common stock and Wabtec convertible preferred stock held by GE are subject to GE’s obligations under the Shareholders Agreement, including, among other things, and in each case subject to certain exceptions, (i) restrictions on the ability to sell, transfer or otherwise divest such shares for a period of 30 days and (ii) an obligation to sell, transfer or otherwise divest (A) by no later than 120 days following the closing date of the Merger, GE’s (and its affiliates’) ownership of Wabtec common stock and/or Wabtec convertible preferred stock so that GE (together with its affiliates) beneficially owns not less than 14.9% and not more than 19.9% of the number of shares of Wabtec common stock that were outstanding immediately after the closing of the Merger, (B) by no later than one year following the closing date of the Merger, GE’s (and its affiliates’) ownership of Wabtec common stock and/or Wabtec convertible preferred stock so that GE (together with its affiliates) beneficially owns not more than 18.5% of the number of shares of Wabtec common stock that were outstanding immediately after the closing of the Merger, in each case of clauses (A) and (B) treating the Wabtec convertible preferred stock as the Wabtec common stock into which it is convertible both for purposes of determining the number of shares of Wabtec common stock owned and for purposes of determining the number of shares of Wabtec common stock outstanding and (C) by no later than the third anniversary of the closing date of the Merger, all of the subject shares that GE (together with its affiliates) beneficially owns, and (iii) an obligation to vote all of such shares of Wabtec common stock in the proportion required under the Shareholders Agreement. After the Merger, SpinCo, which is Wabtec’s wholly owned subsidiary (except with respect to shares of SpinCo Class A preferred stock held by GE), holds the SpinCo Business and Direct Sale Purchaser, which also is Wabtec’s wholly owned subsidiary, holds the assets purchased and the liabilities assumed in connection with the Direct Sale. Together, SpinCo and Direct Sale Purchaser own and operate the post-Transaction GE Transportation. All shares of the Company’s common stock, including those issued in the Merger, are listed on the NYSE under the Company’s current trading symbol “WAB.” On the date of the Distribution, GE or its subsidiaries and SpinCo or the SpinCo Transferred Subsidiaries entered into additional agreements relating to, among other things, intellectual property, employee matters, tax matters, research and development and transition services. On May 6, 2019, GE completed the sale of approximately 8,780 shares of Wabtec's Series A Preferred stock which converted upon the sale to 25,300,000 shares of Wabtec's common stock. After the sale Wabtec had approximately 1,220 shares of Series A Preferred Stock outstanding convertible to approximately 3,515,500 shares of common stock and GE's aggregate beneficial ownership percentage of the Company was reduced from approximately 24.9% to approximately 11.7% on a fully-diluted, as-converted and as-exercised basis. In conjunction with this secondary offering the Company waived the requirement under the Shareholders Agreement for GE to maintain ownership of at least 14.9% of Wabtec's stock for 120 days following the closing date of the Merger. The Company did not receive any proceeds from the sale of these shares. Total future consideration to be paid by Wabtec to GE includes a fixed payment of $470.0 million , which is directly related to the timing of tax benefits expected to be realized by Wabtec as a result of the merger. This payment is considered contingent consideration because the timing of cash payments to GE is directly related to the future timing of tax benefits received by the Company as a result of the merger. The estimated total value of the consideration to be paid by Wabtec in the Transactions is approximately $10.3 billion , including the cash paid for the Direct Sales Assets, equity transferred for SpinCo, contingent consideration, assumed debt and net of cash acquired. The estimated consideration is based on the Company’s closing share price of $73.36 on February 22, 2019 and the preliminary fair value of the contingent consideration. The value of the preliminary purchase price consideration could change when the Company has completed the detailed valuation of the contingent consideration and other necessary calculations. The fair values of the assets acquired and liabilities assumed were determined using the income, cost and market approaches. The fair value measurements were primarily based on significant inputs that are not observable in the market and are considered Level 3. The March 31, 2019 consolidated balance sheet includes the assets and liabilities of GET, which have been initially measured at fair value. The noncontrolling interest includes equity interests in GET's Brazil operations held by third parties on the date of acquisition. At the time of acquisition, quotable market prices of the noncontrolling interest existed; therefore, the noncontrolling interest in the GET Brazil operations were measured using a Level 1 input. In April 2019, the Company acquired the noncontrolling interest in GET's Brazil operations for $56.2 million which approximated the fair value assigned to the noncontrolling interest on the date of acquisition. The remaining noncontrolling interest value was determined based on inputs that are not observable in the market and are considered Level 3. The following table summarizes the preliminary fair values of the GET assets acquired and liabilities assumed: In thousands Assets acquired Cash and cash equivalents $ 174,334 Accounts receivable 530,054 Inventories 1,179,439 Other current assets 64,464 Property, plant, and equipment 1,071,402 Goodwill 5,783,358 Trade names 50,000 Customer relationships 529,984 Intellectual property 1,219,968 Backlog 1,480,000 Other noncurrent assets 234,823 Total assets acquired 12,317,826 Liabilities assumed Current liabilities 1,495,438 Contingent consideration 440,000 Other noncurrent liabilities 523,801 Total liabilities assumed 2,459,239 Net assets acquired 9,858,587 Noncontrolling interest $ 86,765 These estimates are preliminary in nature and subject to adjustments, which could be material. Any necessary adjustments will be finalized within one year from the date of acquisition. Substantially all of the accounts receivable acquired are expected to be collectible. Trade names, customer relationships, patents and backlog intangible assets are all subject to amortization. Contingent liabilities assumed as part of the transaction were not material. The contingent liabilities are related to legal and tax matters. Contingent liabilities are recorded at fair value in purchase accounting, aside from those pertaining to uncertainty in income taxes which are an exception to the fair value basis of accounting. Included in other noncurrent liabilities are customer contracts whose terms are unfavorable compared to market terms at the date of acquisition. Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of the net assets acquired, and represents the future economic benefits, including synergies, assembled workforce, that are expected to be achieved as a result of the acquisition. Substantially all of the purchased goodwill is expected to be deductible for tax purposes. The goodwill has been preliminarily allocated to the Freight segment. For the 34 day period ended March 31, 2019, the Company's consolidated statement of income included $495.0 million of revenues and $0.5 million of operating income from GET. Acquisition related costs were approximately $58.9 million for the three months ended March 31, 2019 and are included in selling, general and administrative expenses on the consolidated statements of income. Other Acquisitions The Company has made the following acquisition operating as a business unit or component of a business unit in the Transit Segment: • On March 22, 2018 , the Company acquired Annax GmbH ("Annax"), a leading supplier of public address and passenger information systems for transit vehicles, for a purchase price of approximately $28.7 million , net of cash acquired, resulting in final goodwill of $27.2 million , none of which will be deductible for tax purposes. The acquisitions listed above include escrow deposits of $13.2 million , which act as security for indemnity and other claims in accordance with the purchase and related escrow agreements. The following table summarizes the final fair values of the assets acquired and liabilities assumed at the date of the acquisition for Annax. Annax In thousands March 22, Current assets $ 32,831 Property, plant & equipment 674 Goodwill 27,188 Other intangible assets 11,715 Total assets acquired 72,408 Total liabilities assumed (43,741 ) Net assets acquired $ 28,667 The total goodwill and other intangible assets for the acquisition listed in the table above was $38.9 million , of which $27.2 million and $11.7 million was related to goodwill and other intangible assets, respectively. Of the allocation of $11.7 million of total acquired other intangible assets, $3.8 million was assigned to trade names and $7.5 million was assigned to customer relationships. The trade names were determined to have indefinite useful lives, while the customer relationships’ average useful lives are 20 years . The following unaudited pro forma consolidated financial information presents income statement results as if the acquisitions listed above had occurred on January 1, 2018: In thousands Three Months Ended Three Months Ended Net sales $ 2,079,771 $ 1,881,724 Gross profit 543,480 553,681 Net income attributable to Wabtec shareholders 83,277 77,275 Diluted earnings per share As Reported $ (0.04 ) $ 0.92 Pro forma $ 0.44 $ 0.41 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES The components of inventory, net of reserves, were: In thousands March 31, December 31, Raw materials $ 822,178 $ 465,873 Work-in-progress 435,565 154,485 Finished goods 689,477 224,528 Total inventories $ 1,947,220 $ 844,886 |
Intangibles
Intangibles | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | INTANGIBLES The change in the carrying amount of goodwill by segment for the three months ended March 31, 2019 is as follows: In thousands Freight Segment Transit Segment Total Balance at December 31, 2018 $ 713,391 $ 1,683,153 $ 2,396,544 Additions 5,783,358 — 5,783,358 Foreign currency impact (15,315 ) (22,114 ) (37,429 ) Balance at March 31, 2019 $ 6,481,434 $ 1,661,039 $ 8,142,473 As of March 31, 2019 and December 31, 2018 , the Company’s trade names had a net carrying amount of $624.6 million and $582.8 million , respectively. The Company believes these intangibles have indefinite lives, with the exception of the GET trade name, to which the company has assigned a useful life of 5 years . Intangible assets of the Company, other than goodwill and trade names, consist of the following: In thousands March 31, December 31, Intellectual property, patents, non-compete and other intangibles, net of accumulated amortization of $51,127 and $42,446 $ 2,697,919 $ 15,328 Customer relationships, net of accumulated amortization of $168,774 and $158,533 1,041,551 531,761 Total $ 3,739,470 $ 547,089 The weighted average remaining useful life of intellectual property, customer relationships and other intangibles were 10 years , 18 years and 13 years , respectively. Amortization expense for intangible assets was $27.4 million for the three months ended March 31, 2019 , and $10.4 million for the three months ended March 31, 2018 , respectively. Amortization expense for the five succeeding years is estimated to be as follows: Remainder of 2019 $ 191,746 2020 254,053 2021 253,908 2022 253,596 2023 253,258 |
Contract Assets and Contract Li
Contract Assets and Contract Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Contract Assets and Contract Liabilities | CONTRACT ASSETS AND CONTRACT LIABILITIES Contract assets include unbilled amounts resulting from sales under long-term contracts where revenue is recognized over time and revenue exceeds the amount that can be billed to the customer based on the terms of the contract. Contract liabilities include customer deposits that are made prior to the incurrence of costs related to a newly agreed upon contract, advanced customer payments that are in excess of revenue recognized, and provisions for estimated losses from uncompleted contracts. The change in the carrying amount of contract assets and contract liabilities for the three months ended March 31, 2019 is as follows: In thousands Contract Assets Balance at beginning of year $ 345,585 Acquisitions 238,665 Recognized in current year 188,299 Reclassified to accounts receivable (196,973 ) Foreign currency impact (756 ) Balance at March 31, 2019 $ 574,820 In thousands Contract Liabilities Balance at beginning of year $ 444,805 Acquisitions 274,054 Recognized in current year 205,272 Amounts in beginning balance reclassified to revenue (204,388 ) Current year amounts reclassified to revenue (6,421 ) Foreign currency impact (424 ) Balance at March 31, 2019 $ 712,898 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | LEASES During the March 2019 quarter, the Company adopted ASU No. 2016-02, "Leases (Topic 842)," which requires leases with durations greater than twelve months to be recognized on the balance sheet. The Company adopted the standard using the modified retrospective approach with an effective date as of the beginning of our fiscal year, January 1, 2019. Prior year financial statements were not recast under the new standard and, therefore, those amounts are not presented below. The Company leases property and equipment under finance and operating leases. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of our leases include rental escalation clauses, renewal options, and/or termination options that are factored into our determination of lease payments when appropriate. The Company does not separate lease and non-lease components contracts. As most of the Company's leases do not provide a readily stated discount rate, the Company must estimate our incremental borrowing rate to discount lease payments. We have established discount rates by geographic region ranging from 1.19% to 12.26% . Lease Expense for the quarter is as follows: Three Months Ended (in thousands) 2019 Operating Lease Expense $ 13,397 Finance Lease Expense Amortization of Leased Assets 271 Interest on Lease Liabilities 4 Short-term and Variable Lease Expense 105 Sublease Income (138 ) Total $ 13,639 Maturity of Lease Liabilities: (in thousands) Operating Leases Finance Leases Total Remaining 2019 $ 38,094 $ 278 $ 38,372 2020 44,455 377 44,832 2021 36,350 180 36,530 2022 29,824 121 29,945 2023 25,377 121 25,498 Thereafter 106,069 348 106,417 Total Lease Payments 280,169 1,425 281,594 Less: Present Value Discount (30,949 ) (5 ) (30,954 ) Present Value Lease Liabilities $ 249,220 $ 1,420 $ 250,640 Lease Term and Discount Rate: Three Months Ended 2019 Weighted-average remaining lease term (years) Operating Leases 8.44 Finance Leases 5.68 Weighted-average discount rate Operating Leases 3.00 % Finance Leases 1.19 % |
Leases | LEASES During the March 2019 quarter, the Company adopted ASU No. 2016-02, "Leases (Topic 842)," which requires leases with durations greater than twelve months to be recognized on the balance sheet. The Company adopted the standard using the modified retrospective approach with an effective date as of the beginning of our fiscal year, January 1, 2019. Prior year financial statements were not recast under the new standard and, therefore, those amounts are not presented below. The Company leases property and equipment under finance and operating leases. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of our leases include rental escalation clauses, renewal options, and/or termination options that are factored into our determination of lease payments when appropriate. The Company does not separate lease and non-lease components contracts. As most of the Company's leases do not provide a readily stated discount rate, the Company must estimate our incremental borrowing rate to discount lease payments. We have established discount rates by geographic region ranging from 1.19% to 12.26% . Lease Expense for the quarter is as follows: Three Months Ended (in thousands) 2019 Operating Lease Expense $ 13,397 Finance Lease Expense Amortization of Leased Assets 271 Interest on Lease Liabilities 4 Short-term and Variable Lease Expense 105 Sublease Income (138 ) Total $ 13,639 Maturity of Lease Liabilities: (in thousands) Operating Leases Finance Leases Total Remaining 2019 $ 38,094 $ 278 $ 38,372 2020 44,455 377 44,832 2021 36,350 180 36,530 2022 29,824 121 29,945 2023 25,377 121 25,498 Thereafter 106,069 348 106,417 Total Lease Payments 280,169 1,425 281,594 Less: Present Value Discount (30,949 ) (5 ) (30,954 ) Present Value Lease Liabilities $ 249,220 $ 1,420 $ 250,640 Lease Term and Discount Rate: Three Months Ended 2019 Weighted-average remaining lease term (years) Operating Leases 8.44 Finance Leases 5.68 Weighted-average discount rate Operating Leases 3.00 % Finance Leases 1.19 % |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Long-term debt consisted of the following: In thousands March 31, December 31, Floating Senior Notes, due 2021, net of unamortized debt $ 497,096 $ 496,796 4.150% Senior Notes, due 2024, net of unamortized debt 743,297 742,957 4.70% Senior Notes, due 2028, net of unamortized debt 1,239,924 1,239,657 3.45% Senior Notes, due 2026, net of unamortized debt 748,339 748,282 4.375% Senior Notes, due 2023, net of unamortized 248,888 248,823 Revolving Credit Facility, net of unamortized 1,226,903 338,112 Other Borrowings 258,147 42,246 Total 4,962,594 3,856,873 Less - current portion 321,308 64,099 Long-term portion $ 4,641,286 $ 3,792,774 On September 14, 2018, the Company issued $2.5 billion of senior notes with three different maturities. • Floating Rate Senior Notes due 2021 - The Company issued $500.0 million of Floating Rate Senior Notes due 2021 (the "Floating Rate Notes"). The Floating Rate Notes, which are non-callable for one year , were issued at 100% of face value. Interest on the Floating Rate Notes accrues at a floating rate per annum equal to three-month Libor plus 105 basis points. The interest rate for the Floating Rate Notes for the initial interest period was the three-month Libor plus 105 basis points determined on September 12, 2018 and is payable quarterly on December 15, March 15, June 15, and September 15 of each year. The Company incurred $3.5 million of deferred financing costs related to the issuance of the Floating Rate Notes. • 4.15% Senior Notes due 2024 - The Company issued $750.0 million of 4.15% Senior Notes due 2024 (the "2024 Notes"). The 2024 Notes were issued at 99.805% of face value. Interest on the 2024 Notes accrues at a rate of 4.15% per annum and is payable semi-annually on March 15 and September 15 of each year. The Company incurred $7.4 million of deferred financing costs related to the issuance of the 2024 Notes. • 4.70% Senior Notes Due 2028 - The Company issued $1,250.0 million of 4.70% Senior Notes due 2028 (the "2028 Notes" and together with the Floating Rate Notes and 2024 Notes, the "Senior Notes"). The 2028 Notes were issued at 99.889% of face value. Interest on the 2028 Notes accrues at a rate of 4.70% per annum and is payable semi-annually on March 15 and September 15 of each year. The Company incurred $10.6 million of deferred financing costs related to the issuance of the 2028 Notes. The net proceeds from the issuance and sale of the Senior Notes were used to finance the cash portion of the GE Transportation acquisition. The principal balances are due in full at maturity. The Senior 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 Senior Notes were issued contains covenants and restrictions which limit among other things, the following: the incurrence of indebtedness, payment of dividends and certain distributions, sales of assets, change in control, mergers and consolidations and the incurrence of liens. On February 12, 2019, the rating assigned by Moody's was decreased to Ba1. Accordingly, pursuant to the respective terms of the Senior Notes issued on September 14, 2018, the interest rate shall be increased by 0.25% . The interest rate increase took effect during the interest period following February 12, 2019. The Company is in compliance with the restrictions and covenants in the indenture under which the Senior Notes were issued and expects that these restrictions and covenants will not be any type of limiting factor in executing our operating activities. 3.45% Senior Notes Due November 2026 On November 3, 2016, the Company issued $750.0 million of 3.45% Senior Notes due in 2026 (the "2016 Notes"). The 2016 Notes were issued at 99.965% of face value. Interest on the 2016 Notes accrues at a rate of 3.45% per annum and is payable semi-annually on May 15 and November 15 of each year. The proceeds were used to finance the cash portion of the Faiveley Transport acquisition, refinance Faiveley Transport's indebtedness, and for general corporate purposes. The principal balance is due in full at maturity. The Company incurred $2.7 million of deferred financing costs related to the issuance of the 2016 Notes. The 2016 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 2016 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 2016 Notes were issued and expects that these restrictions and covenants will not be any type of limiting factor in executing our operating activities. 4.375% Senior Notes Due August 2023 In August 2013, the Company issued $250.0 million of 4.375% 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 of the 2013 Notes. 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. 2018 Refinancing Credit Agreement On June 8, 2018, the Company entered into a credit agreement (the “2018 Refinancing Credit Agreement”), which replaced the Company’s then-existing 2016 Refinancing Credit Agreement. As part of the 2018 Refinancing Credit Agreement, the Company entered into (i) a $1.2 billion revolving credit facility (the “Revolving Credit Facility”), which replaced the Company’s revolving credit facility under the 2016 Refinancing Credit Agreement, and includes a letter of credit sub-facility of up to $450.0 million and a swing line sub-facility of $75.0 million , (ii) a $350.0 million term loan (the “Refinancing Term Loan”), which refinanced the term loan under the 2016 Refinancing Credit Agreement, and (iii) a new $400.0 million delayed draw term loan (the “Delayed Draw Term Loan”). The 2018 Refinancing Credit Agreement also provided for a bridge loan facility (the “Bridge Loan Facility”) in an amount not to exceed $2.5 billion , such facility to become effective at the Company’s request. Commitments in respect of the Bridge Loan Facility were terminated upon the issuance and sale of the Senior Notes on September 14, 2018. In addition, the 2018 Refinancing Credit Agreement contains an uncommitted accordion feature allowing the Company to request, in an aggregate amount not to exceed $600.0 million , increases to the borrowing commitments under the Revolving Credit Facility or a new incremental term loan commitment. At March 31, 2019, the Company had approximately $675.1 million of available bank borrowing capacity subject to certain financial covenant restrictions, net of $27.6 million of letters of credit. The Revolving Credit Facility matures on June 8, 2023 and is unsecured. The Refinancing Term Loan matures on June 8, 2021 and is unsecured. The Delayed Draw Term Loan matures on the third anniversary of the date on which it is borrowed and is unsecured. The applicable interest rate for borrowings under the 2018 Refinancing Credit Agreement includes interest rate spreads based on the lower of the pricing corresponding to (i) the Company’s ratio of total debt (less unrestricted cash up to $300.0 million ) to EBITDA (“Leverage Ratio”) or (ii) the Company’s public rating, in each case that range between 1.000% and 1.875% for LIBOR/CDOR-based borrowings and 0.0% and 0.875% for Alternate Base Rate based borrowings. The obligations of the Company under the 2018 Refinancing Credit Agreement have been guaranteed by certain of the Company’s subsidiaries. The Delayed Draw Term Loan was initially drawn on February 25, 2019. The Company incurred a 17.5 basis point commitment fee from June 8, 2018 until the initial draw. The 2018 Refinancing Credit Agreement contains customary representations and warranties by the Company and its subsidiaries, including customary use of materiality, material adverse effect, and knowledge qualifiers. The Company and its subsidiaries are also subject to (i) customary affirmative covenants that impose certain reporting obligations on the Company and its subsidiaries and (ii) customary negative covenants, including limitations on: indebtedness; liens; restricted payments; fundamental changes; business activities; transactions with affiliates; restrictive agreements; changes in fiscal year; and use of proceeds. In addition, the Company is required to maintain (i) an Interest Coverage ratio at least 3.00 to 1.00 over each period of four consecutive fiscal quarters ending on the last day of a fiscal quarter and (ii) a Leverage Ratio, calculated as of the last day of a fiscal quarter for a period of four consecutive fiscal quarters, of 3.25 to 1.00 or less; provided that, in the event the Company completes the Direct Sale and the Merger or any other material acquisition in which the cash consideration paid exceeds $500.0 million , the maximum Leverage Ratio permitted will be 3.75 to 1.00 at the end of the fiscal quarter in which such acquisition is consummated and each of the three fiscal quarters immediately following such fiscal quarter and 3.50 to 1.00 at the end of each of the fourth and fifth full fiscal quarters after the consummation of such acquisition. The Company is in compliance with the restrictions and covenants of the 2018 Refinancing Credit Agreement and does not expect that these measurements will limit the Company in executing its operating activities. At March 31, 2019, the weighted average interest rate on the Company’s variable rate debt was 3.46% . 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 was November 7, 2016, and the termination date was December 19, 2018. 2016 Refinancing Credit Agreement On June 22, 2016 , the Company amended its existing revolving credit facility with a consortium of commercial banks. This 2016 Refinancing Credit Agreement provided the Company with a $1.2 billion , 5 year revolving credit facility and a $400 million delayed draw term loan (the “Term Loan”). The Company incurred approximately $3 million of deferred financing cost related to the 2016 Refinancing Credit Agreement. The 2016 Refinancing Credit Agreement borrowings bore variable interest rates indexed as described below. Under the 2016 Refinancing Credit Agreement, the Company could 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 adjusted on a daily basis and was the greater of the Federal Funds Effective Rate plus 0.50% per annum, the PNC, N.A. prime rate or the Daily LIBOR Rate plus 100 basis points, plus a margin that ranged from 0 to 75 basis points. The Alternate Rate was based on the quoted rates specific to the applicable currency, plus a margin that ranged from 75 to 175 basis points. Both the Base Rate and Alternate Rate margins were dependent on the Company’s consolidated total indebtedness to EBITDA ratios. The initial Base Rate margin was 0 basis points and the Alternate Rate margin is 175 basis points. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [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 March 31, Three Months Ended March 31, In thousands, except percentages 2019 2018 2019 2018 Net periodic benefit cost Service cost $ 71 $ 87 $ 611 $ 691 Interest cost 372 333 1,711 1,834 Expected return on plan assets (433 ) (445 ) (2,927 ) (3,466 ) Net amortization/deferrals 207 243 641 554 Net periodic benefit cost (credit) $ 217 $ 218 $ 36 $ (387 ) Assumptions Discount Rate 4.30 % 3.56 % 2.53 % 2.40 % Expected long-term rate of return 5.35 % 5.15 % 5.01 % 5.10 % Rate of compensation increase 3.00 % 3.00 % 2.60 % 2.60 % 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 $6.4 million to the international plans during 2019 . The Company does not expect to make contributions to the U.S. plans during 2019 . 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 March 31, Three Months Ended March 31, In thousands, except percentages 2019 2018 2019 2018 Net periodic benefit cost Service cost $ 1 $ 1 $ 2 $ 8 Interest cost 89 81 20 26 Net amortization/deferrals (101 ) (76 ) (22 ) (4 ) Net periodic benefit cost $ (11 ) $ 6 $ 0 $ 30 Assumptions Discount Rate 4.17 % 3.43 % 3.49 % 3.21 % |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION As of March 31, 2019 , the Company maintains employee stock-based compensation plans for stock options, restricted stock, and incentive stock units as governed by the 2011 Stock Incentive Compensation Plan, as amended and restated (the “2011 Plan”) and the 2000 Stock Incentive Plan, as amended (the “2000 Plan”). The 2011 Plan has a term through May 10, 2027 and provides a maximum of 3,800,000 shares for grants or awards, plus any shares which remain available under the 2000 Plan. The amendment and restatement of the 2011 Plan was approved by stockholders of Wabtec on May 10, 2017. The Company also maintains a 1995 Non-Employee Directors’ Fee and Stock Option Plan as amended and restated (“the Directors Plan”). Stock-based compensation expense was $8.5 million and $5.7 million for the three months ended March 31, 2019 and 2018 , respectively. Included in stock-based compensation expense for the three months ended March 31, 2019 is $0.4 million of expense related to stock options, $2.7 million related to restricted stock, $0.8 million related to restricted stock units, $4.3 million related to incentive stock units and $0.3 million related to units issued for Directors’ fees. At March 31, 2019 , unamortized compensation expense related to stock options, non-vested restricted shares and incentive stock units expected to vest totaled $75.6 million . Stock Options Stock options are granted to eligible employees at an exercise price equivalent to the stock's fair market value, which is the average of the high and low Wabtec stock price on the date of grant. Under the 2011 Plan and the 2000 Plan, options granted prior to 2019 become exercisable over a four -year vesting period, while options granted in 2019 become exercisable over a three -year vesting period. Both vesting periods 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 three months ended March 31, 2019 : Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic value (in thousands) Outstanding at December 31, 2018 466,677 $ 61.04 5.7 $ 5,917 Granted 128,555 72.85 112 Exercised (734 ) 64.54 7 Canceled (228 ) 74.38 — Outstanding at March 31, 2019 594,270 63.58 6.4 6,027 Exercisable at March 31, 2019 355,222 56.00 5.2 6,295 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: Three Months Ended 2019 2018 Dividend yield 0.66 % 0.33 % Risk-free interest rate 2.63 % 2.70 % Stock price volatility 25.8 % 23.9 % 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 Plan and 2000 Plan, eligible employees are granted restricted stock that generally vests over four years from the date of grant. Under the Directors Plan, restricted stock units vest one year from the date of grant. In addition, the Company has issued incentive stock units to eligible employees that vest upon attainment of certain cumulative three -year performance goals. Based on the Company’s performance for each three -year period then ended, the incentive stock units can vest, with underlying shares of common stock being awarded in an amount ranging from 0% to 200% of the amount of initial incentive stock units granted. The incentive stock units included in the table below represent the number of incentive stock units that are expected to vest based on the Company’s estimate for meeting those established performance targets. As of March 31, 2019 , the Company estimates that it will achieve 100% , 100% and 100% for the incentive stock awards expected to vest based on performance for the three -year periods ending December 31, 2019 , 2020 , and 2021 , respectively, and has recorded incentive compensation expense accordingly. If our estimate of the number of these incentive stock units expected to vest changes in a future accounting period, cumulative compensation expense could increase or decrease 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 non-vested restricted stock and incentive stock units is based on the average of the high and low Wabtec stock price on the date of grant and recognized over the applicable vesting period. The following table summarizes the restricted stock activity and related information for the 2011 Plan, the 2000 Plan and the Directors Plan, and incentive stock units activity for the 2011 Plan and the 2000 Plan with related information for the three months ended March 31, 2019 : Restricted Stock and Units Incentive Stock Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2018 445,089 415,243 $ 75.51 Granted 535,873 258,600 70.64 Vested (105,651 ) (119,835 ) 68.62 Adjustment for incentive stock awards expected to vest — 18,398 81.20 Canceled (6,733 ) (5,350 ) 80.17 Outstanding at March 31, 2019 868,578 567,056 73.93 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The overall effective tax rate was 127.7% and 23.0% for the three months ended March 31, 2019 and 2018 . The increase in the effective rate for the three months ended March 31, 2019 is primarily the result of non-deductible transaction related expenses incurred as a result of the acquisition of GE Transportation. As of March 31, 2019 , the liability for income taxes associated with uncertain tax positions was $12.1 million , of which $10.2 million , if recognized, would favorably affect the Company’s effective income tax rate. As of December 31, 2018 , the liability for income taxes associated with unrecognized tax benefits was $9.5 million , of which $8.4 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 March 31, 2019 , the total interest and penalties accrued was approximately $1.0 million . As of December 31, 2018 , the total interest and penalties accrued was approximately was $0.9 million . At this time, the Company believes it is reasonably possible that unrecognized tax benefits of approximately $6.2 million may change within the next 12 months due to the expiration of statutory review periods and current examinations. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 2018 Numerator Numerator for basic and diluted earnings per common share - net income attributable to Wabtec shareholders $ (4,472 ) $ 88,366 Less: dividends declared - common shares and non-vested restricted stock (11,687 ) (11,531 ) Undistributed earnings (16,159 ) 76,835 Percentage allocated to common shareholders (1) 99.7 % 99.7 % (16,111 ) 76,604 Add: dividends declared - common shares 11,646 11,497 Numerator for basic and diluted earnings per common share $ (4,465 ) $ 88,101 Denominator Denominator for basic earnings per common share - weighted average shares 121,226 95,810 Effect of dilutive securities: Assumed conversion of dilutive stock-based compensation plans — 561 Denominator for diluted earnings per common share - adjusted weighted average shares and assumed conversion 121,226 96,371 Net income attributable to Wabtec shareholders per common share Basic $ (0.04 ) $ 0.92 Diluted $ (0.04 ) $ 0.92 (1) Basic weighted-average common shares outstanding 121,226 95,810 Basic weighted-average common shares outstanding and non-vested restricted stock expected to vest 121,565 96,091 Percentage allocated to common shareholders 99.7 % 99.7 % 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. For the three months ended March 31, 2019, basic weighted average shares outstanding and diluted shares outstanding were the same because the effect of assumed conversion of preferred shares and assumed conversion of shares related to stock-based compensation plans were anti-dilutive since the Company generated a net loss. |
Warranties
Warranties | 3 Months Ended |
Mar. 31, 2019 | |
Product Warranties Disclosures [Abstract] | |
Warranties | WARRANTIES The following table reconciles the changes in the Company’s product warranty reserve as follows: In thousands 2019 2018 Balance at beginning of year $ 153,702 $ 153,063 Acquisitions 89,919 1,975 Warranty expense 34,627 11,677 Warranty claim payments (27,841 ) (11,282 ) Foreign currency impact/other (1,092 ) 2,138 Balance at March 31 $ 249,315 $ 157,571 |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Hedging | DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING Foreign Currency Hedging The Company uses forward contracts to mitigate its foreign currency exchange rate exposure due to forecasted sales of finished goods and future settlement of foreign currency denominated assets and liabilities. Derivatives used to hedge forecasted transactions and specific cash flows associated with foreign currency denominated financial assets and liabilities that meet the criteria for hedge accounting are designated as cash flow hedges. The effective portion of gain and losses is deferred as a component of accumulated other comprehensive income and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item. The contracts are scheduled to mature within two years. For the three months ended March 31, 2019 and March 31, 2018 , the amounts reclassified into income were not material. Other Activities The Company enters into certain derivative contracts in accordance with its risk management strategy that do not meet the criteria for hedge accounting but which have the impact of largely mitigating foreign currency exposure. These foreign exchange contracts are accounted for on a full mark to market basis through earnings, with gains and losses recorded as a component of other expense, net. The net unrealized loss related to these contracts was $3.0 million for the three months ended March 31, 2019 . These contracts are scheduled to mature within one year. The following table summarizes the gross notional amounts and fair values of the designated and non-designated hedges discussed in the above sections as of March 31, 2019 . In millions Designated Non-Designated Total Gross notional amount $ 1,727.0 $ 524.0 $ 2,251.0 Fair Value: Other current assets $ 4.3 $ — $ 4.3 Other current liabilities — (3.3 ) (3.3 ) Total $ 4.3 $ (3.3 ) $ 1.0 The following table summarizes the gross notional amounts and fair values of the designated and non-designated hedges discussed in the above sections as of December 31, 2018 . In millions Designated Non-Designated Total Gross notional amount $ 863.0 $ 834.0 $ 1,697.0 Fair Value: Other current assets $ — $ 1.3 $ 1.3 Other current liabilities (2.3 ) — (2.3 ) Total $ (2.3 ) $ 1.3 $ (1.0 ) Interest Rate Hedging The Company has historically used interest rate swaps to manage interest rate exposures. The Company is exposed to interest rate volatility with regard to existing floating rate debt. Primary exposure includes the London Interbank Offered Rates (LIBOR). Derivatives used to hedge risk associated with changes in the fair value of certain variable-rate debt were primarily designated as fair value hedges. Consequently, changes in the fair value of these derivatives, along with changes in the fair value of debt obligations were recognized in current period earnings. Refer to footnote 15 for further information on interest rate swaps. |
Fair Value Measurement and Fair
Fair Value Measurement and Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
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. To reduce the impact of interest rate changes on a portion of its variable-rate debt, the Company historically 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 mitigates 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 March 31, 2019 and December 31, 2018 . 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 and 2016 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: March 31, 2019 December 31, 2018 In thousands Carrying Value Fair Value Carrying Fair 4.375% Senior Notes 248,888 250,108 248,823 254,218 3.45% Senior Notes 748,339 698,258 748,282 675,075 Floating Rate Notes 2021 497,096 500,495 496,796 497,425 4.15% Senior Notes 743,298 762,870 742,957 729,350 4.7% Senior Notes 1,239,924 1,267,750 1,239,657 1,179,625 The fair value of the Company’s interest rate swap agreements and the 2013 and 2016 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 | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 , in Note 21 therein, filed on February 27, 2019. During the first three months of 2019 , there were no material changes to the information described in the Form 10-K related to claims arising from asbestos exposure. From time to time, the Company is involved in litigation related to claims arising out of the Company's 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, 2018 , in Note 21 therein, filed on February 27, 2019. Except as described below, there have been no material changes to the information described in the Form 10-K related to claims arising from Company's ordinary operations. On April 21, 2016, Siemens Industry, Inc. filed a lawsuit against the Company in federal district court in Delaware alleging that the Company has infringed seven patents owned by Siemens related to the Company's Positive Train Control (PTC) technology. On November 2, 2016, Siemens amended its complaint to add six additional patents they also claim are infringed by the Company's PTC Products or End of Train (EOT) Products (Siemen Patent Case). The Company has filed Answers, and asserted counterclaims, in response to Siemens’ complaints. Additionally, after filings by the Company, the US Patent & Trademark Office’s Patent Trail and Appeal Board (PTAB) has granted Inter-Parties Review (IPR) proceedings on eight (8) of the patents asserted by Siemens to contest their validity. Following pre-trial rulings that greatly reduced Siemens’ alleged damages, a jury trial was held in federal district court in Delaware in January 2019 on eight patents, two of which were still subject to an IPR decision on validity from the PTAB. At the conclusion of the trial, the jury awarded Siemens damages of $5.6 million related to PTC patents and $1.1 million related to EOT patents. Since the jury’s verdict was issued, one of the PTC patents found to be infringed was held to be invalid by the PTAB. All PTAB proceedings have been now been completed, pending appeals; five (5) of the (8) Siemens patents reviewed by the PTAB were found to be invalid. On February 26, 2019, the Court entered a Judgment on the verdict, subject to post-trial motions. Both parties have since filed post-trial motions, potentially affecting the Judgment, and a hearing is scheduled for May 28, 2019. Following the hearing, a final Judgment will be entered, and either party may file appeals to the Federal Circuit. On March 20, 2019, Siemens filed a new action in federal district court in Delaware alleging violations of federal antitrust and state trade practices laws since before 2008, related to Wabtec’s PTC sales, including on-board, back-office, wayside and aftermarket support systems (Siemens originally raised these antitrust claims as counterclaims in a separate DE patent case filed by Wabtec alleging that Siemens has violated three (3) of Wabtec’s patents; the antitrust claims were ultimately severed from that case in January, 2019, resulting in Siemens re-filing them as another separate proceeding in DE.) Wabtec believes Siemens’ antitrust claims are without merit and will vigorously defend itself against these claims. Xorail, Inc., a wholly owned subsidiary of the Company (“Xorail”), has received notices from Denver Transit Constructors (“DTC”) alleging breach of contract related to the operating of constant warning wireless crossings, and late delivery of the Train Management & Dispatch System (“TMDS”) for the Denver Eagle P3 Project, which is owned by the Denver Regional Transit District ("RTD"). No damages have been asserted for the alleged late delivery of the TMDS, and no formal claim has been filed. Xorail is in the final stages of successfully implementing a recovery plan concerning the TMDS issues. With regard to the wireless crossing issue, as of September 8, 2017, DTC alleged that total damages were $36.8 million through July 31, 2017 and are continuing to accumulate. The majority of the damages stems from a delay in approval of the wireless crossing system by the Federal Railway Administration ("FRA") and the Public Utility Commission ("PUC"), resulting in the use of flaggers at all of the crossings pending approval of the wireless crossing system and certification of the crossings. DTC has alleged that the delay is due to Xorail's failure to achieve constant warning times for the crossings in accordance with the approval requirements imposed by the FRA and PUC. Xorail has denied DTC's assertions, stating that its system satisfied the contractual requirements. Xorail has worked with DTC to modify its system an implement the FRA's and PUC's previously undefined approval requirements; the FRA and PUC have both approved modified wireless crossing system, and as of August 2018, DTC completed the process of certifying the crossings and eliminated the use of flaggers. On September 21, 2018, DTC filed a complaint against RTD in Colorado state court for breach of contract related to non-payments and the costs for the flaggers, asserting a change-in-law arising from the FRA/PUC’s new certification requirements; a jury trial is scheduled to begin on May 18, 2019. DTC’s complaint generally supports Xorail’s position and does not name or implicate Xorail; DTC has not updated its notices against Xorail, nor have they filed any formal claim against Xorail. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
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, 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 regional trains, high speed trains, subway cars, light-rail vehicles and buses, builds new commuter locomotives, refurbishes subway cars, provides heating, ventilation, and air conditioning equipment, and doors for buses and subways. Customers include public transit authorities and municipalities, leasing companies, and manufacturers of subway cars and buses around the world. The Company evaluates its business segments’ operating results based on income from operations. Intersegment sales are accounted for at prices that are generally established by reference to similar transactions with unaffiliated customers. Corporate activities include general corporate expenses, elimination of intersegment transactions, interest income and expense and other unallocated charges. Since certain administrative and other operating expenses 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 March 31, 2019 is as follows: In thousands Freight Segment Transit Segment Corporate Activities and Elimination Total Sales to external customers $ 876,434 $ 717,183 $ — $ 1,593,617 Intersegment sales/(elimination) 16,704 6,122 (22,826 ) — Total sales $ 893,138 $ 723,305 $ (22,826 ) $ 1,593,617 Income (loss) from operations $ 75,210 $ 58,933 $ (66,836 ) $ 67,307 Interest expense and other, net — — (52,797 ) (52,797 ) Income (loss) from operations before income taxes $ 75,210 $ 58,933 $ (119,633 ) $ 14,510 Segment financial information for the three months ended March 31, 2018 is as follows: In thousands Freight Segment Transit Segment Corporate Activities and Elimination Total Sales to external customers $ 379,554 $ 676,623 $ — $ 1,056,177 Intersegment sales/(elimination) 12,002 3,889 (15,891 ) — Total sales $ 391,556 $ 680,512 $ (15,891 ) $ 1,056,177 Income (loss) from operations $ 69,623 $ 68,083 $ (6,427 ) $ 131,279 Interest expense and other, net — — (17,698 ) (17,698 ) Income (loss) from operations before income taxes $ 69,623 $ 68,083 $ (24,125 ) $ 113,581 Sales by product line are as follows: Three Months Ended In thousands 2019 2018 Remanufacturing, Overhaul & Build $ 582,177 $ 135,713 Specialty Products & Electronics 418,114 386,548 Transit Products 294,817 274,265 Brake Products 242,222 215,618 Other 56,287 44,033 Total sales $ 1,593,617 $ 1,056,177 |
Guarantor Subsidiaries Financia
Guarantor Subsidiaries Financial Information | 3 Months Ended |
Mar. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Guarantor Subsidiaries Financial Information | GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION The obligations under the Company's 2016 Notes, 2013 Notes and Revolving Credit Facility and Term Loan are fully and unconditionally guaranteed by all U.S. subsidiaries as guarantors. Each guarantor is 100% owned by the parent company. In accordance with positions established by the Securities and Exchange Commission, the following shows separate financial information with respect to the parent, the guarantor subsidiaries and the non-guarantor subsidiaries. The principal elimination entries eliminate investment in subsidiaries and certain intercompany balances and transactions. Balance Sheet for March 31, 2019 : In thousands Parent Guarantors Non-Guarantors Elimination Consolidated Cash and cash equivalents $ 5,288 $ (38 ) $ 507,620 $ — $ 512,870 Receivables, net 137,358 69,745 1,519,721 — 1,726,824 Inventories 139,550 62,766 1,744,904 — 1,947,220 Current assets - other 11,335 920 181,968 — 194,223 Total current assets 293,531 133,393 3,954,213 — 4,381,137 Property, plant and equipment, net 54,641 25,550 1,554,775 — 1,634,966 Goodwill 503,700 283,241 7,355,532 — 8,142,473 Investment in subsidiaries 16,575,061 5,258,593 — (21,833,654 ) — Other intangibles, net 28,924 77,924 4,257,173 — 4,364,021 Other long-term assets 26,262 6,772 522,274 — 555,308 Total assets $ 17,482,119 $ 5,785,473 $ 17,643,967 $ (21,833,654 ) $ 19,077,905 Current liabilities $ 467,702 $ 84,137 $ 2,702,596 $ — $ 3,254,435 Inter-company 2,557,628 (1,458,674 ) (1,098,954 ) — — Long-term debt 4,387,180 — 254,106 — 4,641,286 Long-term liabilities - other 381,763 54,560 965,415 — 1,401,738 Total liabilities 7,794,273 (1,319,977 ) 2,823,163 — 9,297,459 Shareholders' equity 9,672,846 7,105,450 14,743,204 (21,833,654 ) 9,687,846 Non-controlling interest 15,000 — 77,600 — 92,600 Total shareholders' equity $ 9,687,846 $ 7,105,450 $ 14,820,804 $ (21,833,654 ) $ 9,780,446 Total Liabilities and Shareholders' Equity $ 17,482,119 $ 5,785,473 $ 17,643,967 $ (21,833,654 ) $ 19,077,905 Balance Sheet for December 31, 2018 : In thousands Parent Guarantors Non-Guarantors Elimination Consolidated Cash and cash equivalents $ 1,782,682 $ (119 ) $ 559,791 $ — $ 2,342,354 Receivables, net 106,815 61,513 978,450 — 1,146,778 Inventories 149,622 69,116 626,148 — 844,886 Current assets - other 11,884 690 103,075 — 115,649 Total current assets 2,051,003 131,200 2,267,464 — 4,449,667 Property, plant and equipment, net 51,551 24,755 487,431 — 563,737 Goodwill 25,275 283,241 2,088,028 — 2,396,544 Investment in subsidiaries 6,707,979 4,022,107 — (10,730,086 ) — Other intangibles, net 29,254 78,547 1,022,079 — 1,129,880 Other long-term assets 8,775 149 100,482 — 109,406 Total assets $ 8,873,837 $ 4,539,999 $ 5,965,484 $ (10,730,086 ) $ 8,649,234 Current liabilities $ 264,630 $ 91,004 $ 1,291,056 $ — $ 1,646,690 Inter-company 1,947,504 (1,436,222 ) (511,282 ) — — Long-term debt 3,779,627 — 13,147 — 3,792,774 Long-term liabilities - other 16,945 48,714 275,036 — 340,695 Total liabilities 6,008,706 (1,296,504 ) 1,067,957 — 5,780,159 Shareholders' equity 2,865,131 5,836,503 4,893,583 (10,730,086 ) 2,865,131 Non-controlling interest — — 3,944 — 3,944 Total shareholders' equity $ 2,865,131 $ 5,836,503 $ 4,897,527 $ (10,730,086 ) $ 2,869,075 Total Liabilities and Shareholders' Equity $ 8,873,837 $ 4,539,999 $ 5,965,484 $ (10,730,086 ) $ 8,649,234 Income Statement for the Three Months Ended March 31, 2019 : In thousands Parent Guarantors Non-Guarantors Elimination Consolidated Net Sales $ 193,066 $ 128,803 $ 1,327,249 $ (55,501 ) $ 1,593,617 Cost of sales (157,650 ) (82,015 ) (998,019 ) 33,084 (1,204,600 ) Gross profit 35,416 46,788 329,230 (22,417 ) 389,017 Total operating expenses (97,540 ) (15,321 ) (208,849 ) — (321,710 ) Income from operations (62,124 ) 31,467 120,381 (22,417 ) 67,307 Interest (expense) income, net (41,646 ) 3,478 (6,401 ) — (44,569 ) Other income (expense), net 20,333 (2,485 ) (26,076 ) — (8,228 ) Equity earnings 91,482 79,759 — (171,241 ) — Pretax income 8,045 112,219 87,904 (193,658 ) 14,510 Income tax (expense) benefit (12,517 ) — (6,006 ) — (18,523 ) Net income (4,472 ) 112,219 81,898 (193,658 ) (4,013 ) Less: Net income attributable to noncontrolling interest — — (459 ) — (459 ) Net income attributable to Wabtec shareholders $ (4,472 ) $ 112,219 $ 81,439 $ (193,658 ) $ (4,472 ) Comprehensive income attributable to Wabtec shareholders $ (4,472 ) $ 112,219 $ 29,022 $ (193,658 ) $ (56,889 ) Income Statement for the Three Months Ended March 31, 2018 : In thousands Parent Guarantors Non-Guarantors Elimination Consolidated Net Sales $ 161,301 $ 301,706 $ 641,663 $ (48,493 ) $ 1,056,177 Cost of sales (118,658 ) (179,090 ) (488,233 ) 40,685 (745,296 ) Gross profit 42,643 122,616 153,430 (7,808 ) 310,881 Total operating expenses (35,627 ) (37,327 ) (106,648 ) — (179,602 ) Income from operations 7,016 85,289 46,782 (7,808 ) 131,279 Interest (expense) income, net (20,394 ) 2,301 (2,191 ) — (20,284 ) Other income (expense), net 8,729 (2,469 ) (3,674 ) — 2,586 Equity earnings 106,698 28,720 — (135,418 ) — Pretax income 102,049 113,841 40,917 (143,226 ) 113,581 Income tax expense (13,682 ) 1,194 (13,636 ) — (26,124 ) Net income 88,367 115,035 27,281 (143,226 ) 87,457 Less: Net income attributable to noncontrolling interest — 215 694 — 909 Net income attributable to Wabtec shareholders $ 88,367 $ 115,250 $ 27,975 $ (143,226 ) $ 88,366 Comprehensive income attributable to Wabtec shareholders $ 88,649 $ 115,250 $ 106,701 $ (143,226 ) $ 167,374 Condensed Statement of Cash Flows for the Three Months Ended March 31, 2019 : In thousands Parent Guarantors Non-Guarantors Elimination Consolidated Net cash (used for) provided by operating activities $ (118,411 ) $ 24,140 $ 148,026 $ (22,417 ) $ 31,338 Net cash provided by (used for) investing activities 6,898,021 (1,601 ) (9,636,068 ) — (2,739,648 ) Net cash (used for) provided by financing activities (8,557,004 ) (22,458 ) 9,440,035 22,417 882,990 Effect of changes in currency exchange rates — — (4,164 ) — (4,164 ) (Decrease) increase in cash (1,777,394 ) 81 (52,171 ) — (1,829,484 ) Cash, cash equivalents, and restricted cash beginning of period 1,782,682 (119 ) 559,791 — 2,342,354 Cash and cash equivalents, end of period $ 5,288 $ (38 ) $ 507,620 $ — $ 512,870 Condensed Statement of Cash Flows for the Three Months Ended March 31, 2018 : In thousands Parent Guarantors Non-Guarantors Elimination Consolidated Net cash (used for) provided by operating activities $ (9,439 ) $ 50,789 $ (9,342 ) $ (7,808 ) $ 24,200 Net cash (used for) provided by investing activities (1,759 ) (3,693 ) (38,413 ) — (43,865 ) Net cash provided by (used for) financing activities 22,973 (49,808 ) 47,695 7,808 28,668 Effect of changes in currency exchange rates — — 7,482 — 7,482 Increase (decrease) in cash 11,775 (2,712 ) 7,422 — 16,485 Cash, cash equivalents and restricted cash, beginning of period 933 4,802 227,666 — 233,401 Cash and cash equivalents, end of period $ 12,708 $ 2,090 $ 235,088 $ — $ 249,886 |
Other Income (Expense), Net
Other Income (Expense), Net | 3 Months Ended |
Mar. 31, 2019 | |
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 In thousands 2019 2018 Foreign currency (loss) gain $ (12,682 ) $ (1,032 ) Equity income 929 629 Expected return on pension assets/amortization 3,376 3,023 Other miscellaneous expense (income) 149 (34 ) Total other (expense) income, net $ (8,228 ) $ 2,586 |
Accounting Policies (Policies)
Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 ("GAAP") in the United States of America and the rules and regulations of the Securities and Exchange Commission and include the accounts of Wabtec and its subsidiaries in which Wabtec has a controlling interest. These condensed consolidated interim financial statements do not include all of the information and footnotes required for complete financial statements. In management’s opinion, these financial statements reflect all adjustments of a normal, recurring nature necessary for a fair presentation of the results for the interim periods presented. 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, 2018 . The December 31, 2018 information has been derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASC 606 “Revenue from Contracts with Customers”. This new guidance provides a five-step analysis of transactions to determine when and how revenue is recognized, and requires 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. Approximately 75% of the Company’s revenues are derived from performance obligations that are satisfied at a point in time when control passes to the customer. The remaining revenues are earned over time. Generally, for performance obligations satisfied at a point in time control passes at the time of shipment in accordance with agreed upon delivery terms. The Company also has long-term customer agreements involving the design and production of highly engineered products that require revenue to be recognized over time because these products have no alternative use without significant economic loss and the agreements contain an enforceable right to payment including a reasonable profit margin from the customer in the event of contract termination. Additionally, the Company has customer agreements involving the creation or enhancement of an asset that the customer controls which also require revenue to be recognized over time. Generally, the Company uses an input method for determining the amount of revenue, cost and gross margin to recognize over time for these customer agreements. The input methods used for these agreements include costs of material and labor, both of which give an accurate representation of the progress made toward complete satisfaction of a particular performance obligation. Contract revenues and cost estimates are reviewed and revised quarterly at a minimum and adjustments are reflected in the accounting period as such amounts are determined. Contract assets include unbilled amounts resulting from sales under long-term contracts where revenue is recognized over time and revenue exceeds the amount that can be billed to the customer based on the terms of the contract. The current portion of the contract assets are classified as current assets under the caption “Unbilled Accounts Receivable” while the noncurrent contract assets are classified as other assets under the caption "Other Noncurrent Assets" on the consolidated balance sheet. Noncurrent contract assets were $119.2 million at March 31, 2019 and were not material at December 31, 2018 , respectively. Included in noncurrent contract assets are certain costs that are specifically related to a contract, however, do not directly contribute to the transfer of control of the tangible product being created, such as non-recurring engineering costs. The Company has elected to use the practical expedient and not consider unbilled amounts anticipated to be paid within one year as significant financing components. Contract liabilities include customer deposits that are made prior to the incurrence of costs related to a newly agreed upon contract and advanced customer payments that are in excess of revenue recognized. The current portion of contract liabilities are classified as current liabilities under the caption “Customer Deposits” while the noncurrent contract liabilities are classified as noncurrent liabilities under the caption "Other Long-Term Liabilities" on the consolidated balance sheet. Noncurrent contract liabilities were $58.1 million at March 31, 2019 and were not material at December 31, 2018 . These contract liabilities are not considered a significant financing component because they are used to meet working capital demands that can be higher in the early stages of a contract or revenue associated with the contract liabilities is expected to be recognized within one year. Contract liabilities also include provisions for estimated losses from uncompleted contracts. Provisions for loss contracts were $81.5 million and $71.2 million at March 31, 2019 and December 31, 2018 , respectively. These provisions for estimated losses are classified as current liabilities and included within the caption “Other accrued liabilities” on the consolidated balance sheet. Due to the nature of work required to be performed on the Company’s long-term projects, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Contract estimates related to long-term projects are based on various assumptions to project the outcome of future events that could span several years. These assumptions include cost of materials; labor availability and productivity; complexity of the work to be performed; and the performance of suppliers, customers and subcontractors that may be associated with the contract. We have a disciplined quarterly estimate-at-completion process where management reviews the progress of long term-projects. As part of this process, management reviews information including key contract matters, progress towards completion, identified risks and opportunities and any other information that could impact the Company’s estimates of revenue and costs. After completing this analysis, any quarterly adjustments to net sales, cost of goods sold, and the related impact to operating income are recognized as necessary in the period they become known. Generally, the Company’s revenue contains a single performance obligation for each distinct good; however, a single contract may have multiple performance obligations comprising multiple promises to customers. Performance obligations are determined based on customer's intended use of products and services. Less complex products principally result in each completed product being a separate performance obligation recognized at a point in time. More complex products or services principally result in a single performance obligation as a customer is either procuring bundled offering that is managed or utilized on a combined basis or there are multiple complex goods or services in the contract, which are substantially the same and recognized over time. When there are multiple performance obligations, revenue is allocated based on the relative stand-alone selling price. Pricing is defined in our contracts on a line item basis and includes an estimate of variable consideration when required by the terms of the individual customer contract. Types of variable consideration the Company typically has include volume discounts, prompt payment discounts, liquidating damages, and performance bonuses. Sales returns and allowances are also estimated and recognized in the same period the related revenue is recognized, based upon the Company’s experience. Remaining performance obligations represent the transaction price of firm customer orders subject to standard industry cancellation provisions and substantial scope-of-work adjustments. As of March 31, 2019, the Company's remaining performance obligations were $ 22.0 billion . The Company expects to recognize revenue of approximately 27% of remaining performance obligation over the next 12 months , with the remainder recognized thereafter. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation. Refer to Recently Adopted Accounting Pronouncements below. |
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 As part of its risk management strategy, the Company utilizes derivative financial instruments to mitigate the impact of changes in foreign currencies and interest rates on earnings and cash flow. For further information regarding financial derivatives and hedging activities, refer to Footnotes 14 and 15. |
Foreign Currency Translation | Foreign Currency Translation Certain of our international operations have determined that the local currency is the functional currency whereas others have determined the U.S. dollar is their functional currency. Assets and liabilities of foreign subsidiaries where the functional currency is the local currency 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. |
Noncontrolling Interests | Noncontrolling Interests In accordance with ASC 810 "Consolidation", the Company has classified noncontrolling interests as equity on the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 . |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The amendments in this update eliminate the requirement to perform Step 2 of the goodwill impairment test. Instead, an entity should perform a goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value up to the carrying amount of the goodwill. The ASU is effective for public companies in the fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The impact of adopting this guidance could result in a change in the overall conclusion as to whether or not a reporting unit's goodwill is impaired and the amount of an impairment charge recognized in the event a reporting units' carrying value exceeds its fair value. All of the Company's reporting units had fair values that were substantially greater than the carrying value as of the Company's last quantitative goodwill impairment test, which was performed as of October 1, 2018. Recently Adopted Accounting Pronouncements In February 2018, FASB issued ASU No. 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income". The amendments in this update address certain stranded income tax effects in accumulated other comprehensive income ("AOCI") resulting from the Tax Cuts and Jobs Act (the "Tax Act"). Current guidance requires the effect of a change in tax laws or rates on deferred tax balances to be reported in income from continuing operations in the accounting period that includes the period of enactment, even if the related income tax effects were originally charged or credited directly to AOCI. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded effects resulting from the Tax Act. The amount of the reclassification would include the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of the enactment of the Tax Act related to items in AOCI. The updated guidance became effective for reporting periods beginning after December 15, 2018. The Company adopted this accounting standard at the beginning of the period and elected to not retrospectively apply the new standard. The impact of adopting the new standard was not material to the consolidated statement of income or the consolidated balance sheet. In February 2016, FASB issued ASU No. 2016-02, "Leases (Topic 814)" which requires lessees to recognize a right of use asset and lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with terms less than 12 months, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize a right of use asset and lease liability. This guidance became effective for the Company on January 1, 2019. The Company elected the practical expedient which does not require the capitalization of leases with terms of 12 months or less. And the Company did not elect the practical expedient which allows hindsight to be used to determine the term of a lease. The Company adopted the standard using the transition alternative, which allowed for the application of the guidance at beginning of the period in which it is adopted, rather than requiring the adjustment of prior comparative periods. For further information regarding the Company's adoption of the new standard, see Footnote 7. |
Other Comprehensive Income | Other Comprehensive Income (Loss) Comprehensive income comprises both net income and the change in equity from transactions and other events and circumstances from nonowner sources. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2018 are as follows: Foreign Derivative Pension and Total Balance at December 31, 2017 $ 5,063 $ 4,015 $ (54,070 ) $ (44,992 ) Other comprehensive income (loss) before reclassifications 77,967 920 (847 ) 78,040 Amounts reclassified from accumulated other comprehensive income — 448 520 968 Net current period other comprehensive income (loss) 77,967 1,368 (327 ) 79,008 Balance at March 31, 2018 $ 83,030 $ 5,383 $ (54,397 ) $ 34,016 The changes in accumulated other comprehensive income (loss) by component, net of tax, for the three months ended March 31, 2019 are as follows: In thousands Foreign currency translation Derivative contracts Pension and post retirement benefit plans Total Balance at December 31, 2018 $ (202,204 ) $ (53 ) $ (54,326 ) $ (256,583 ) Other comprehensive income (loss) before reclassifications (46,553 ) (3,111 ) (3,305 ) (52,969 ) Amounts reclassified from accumulated other comprehensive income — — 552 552 Net current period other comprehensive income (loss) (46,553 ) (3,111 ) (2,753 ) (52,417 ) Balance at March 31, 2019 $ (248,757 ) $ (3,164 ) $ (57,079 ) $ (309,000 ) The changes in accumulated other comprehensive income (loss) by component, net of tax, for the three months ended March 31, 2019 are as follows: In thousands Foreign currency translation Derivative contracts Pension and post retirement benefit plans Total Balance at December 31, 2018 $ (202,204 ) $ (53 ) $ (54,326 ) $ (256,583 ) Other comprehensive income (loss) before reclassifications (46,553 ) (3,111 ) (3,305 ) (52,969 ) Amounts reclassified from accumulated other comprehensive income — — 552 552 Net current period other comprehensive income (loss) (46,553 ) (3,111 ) (2,753 ) (52,417 ) Balance at March 31, 2019 $ (248,757 ) $ (3,164 ) $ (57,079 ) $ (309,000 ) |
Reclassifications Out of Accumulated Other Comprehensive Loss | Reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2018 are as follows: In thousands Amount reclassified from Affected line item in the Amortization of defined pension and post retirement items Amortization of initial net obligation and prior service cost $ (375 ) Other income (expense), net Amortization of net loss 1,093 Other income (expense), net 718 Other income (expense), net (198 ) Income tax expense $ 520 Net income Derivative contracts Realized loss on derivative contracts $ 679 Interest expense, net (231 ) Income tax expense $ 448 Net income Reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2019 are as follows: In thousands Amount reclassified from accumulated other comprehensive income Affected line item in the Condensed Consolidated Statements of Income Amortization of defined pension and post retirement items Amortization of initial net obligation and prior service cost $ (366 ) Other income (expense), net Amortization of net loss 1,092 Other income (expense), net 726 Other income (expense), net (174 ) Income tax expense $ 552 Net income Derivative contracts Realized loss on derivative contracts $ — Interest expense, net — Income tax expense $ — Net income |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Summary of Preliminary Estimated Fair Values of the Assets Acquired and Liabilities Assumed at the Date of the Acquisition | The following table summarizes the final fair values of the assets acquired and liabilities assumed at the date of the acquisition for Annax. Annax In thousands March 22, Current assets $ 32,831 Property, plant & equipment 674 Goodwill 27,188 Other intangible assets 11,715 Total assets acquired 72,408 Total liabilities assumed (43,741 ) Net assets acquired $ 28,667 The following table summarizes the preliminary fair values of the GET assets acquired and liabilities assumed: In thousands Assets acquired Cash and cash equivalents $ 174,334 Accounts receivable 530,054 Inventories 1,179,439 Other current assets 64,464 Property, plant, and equipment 1,071,402 Goodwill 5,783,358 Trade names 50,000 Customer relationships 529,984 Intellectual property 1,219,968 Backlog 1,480,000 Other noncurrent assets 234,823 Total assets acquired 12,317,826 Liabilities assumed Current liabilities 1,495,438 Contingent consideration 440,000 Other noncurrent liabilities 523,801 Total liabilities assumed 2,459,239 Net assets acquired 9,858,587 Noncontrolling interest $ 86,765 |
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, 2018: In thousands Three Months Ended Three Months Ended Net sales $ 2,079,771 $ 1,881,724 Gross profit 543,480 553,681 Net income attributable to Wabtec shareholders 83,277 77,275 Diluted earnings per share As Reported $ (0.04 ) $ 0.92 Pro forma $ 0.44 $ 0.41 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Components of Inventory, Net of Reserves | The components of inventory, net of reserves, were: In thousands March 31, December 31, Raw materials $ 822,178 $ 465,873 Work-in-progress 435,565 154,485 Finished goods 689,477 224,528 Total inventories $ 1,947,220 $ 844,886 |
Intangibles (Tables)
Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2019 is as follows: In thousands Freight Segment Transit Segment Total Balance at December 31, 2018 $ 713,391 $ 1,683,153 $ 2,396,544 Additions 5,783,358 — 5,783,358 Foreign currency impact (15,315 ) (22,114 ) (37,429 ) Balance at March 31, 2019 $ 6,481,434 $ 1,661,039 $ 8,142,473 |
Intangible Assets of the Company, Other Than Goodwill and Trade Names | Intangible assets of the Company, other than goodwill and trade names, consist of the following: In thousands March 31, December 31, Intellectual property, patents, non-compete and other intangibles, net of accumulated amortization of $51,127 and $42,446 $ 2,697,919 $ 15,328 Customer relationships, net of accumulated amortization of $168,774 and $158,533 1,041,551 531,761 Total $ 3,739,470 $ 547,089 |
Amortization Expense | Amortization expense for the five succeeding years is estimated to be as follows: Remainder of 2019 $ 191,746 2020 254,053 2021 253,908 2022 253,596 2023 253,258 |
Contract Assets and Contract _2
Contract Assets and Contract Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Change in Carrying Amount of Contract Assets and Contract Liabilities | The change in the carrying amount of contract assets and contract liabilities for the three months ended March 31, 2019 is as follows: In thousands Contract Assets Balance at beginning of year $ 345,585 Acquisitions 238,665 Recognized in current year 188,299 Reclassified to accounts receivable (196,973 ) Foreign currency impact (756 ) Balance at March 31, 2019 $ 574,820 In thousands Contract Liabilities Balance at beginning of year $ 444,805 Acquisitions 274,054 Recognized in current year 205,272 Amounts in beginning balance reclassified to revenue (204,388 ) Current year amounts reclassified to revenue (6,421 ) Foreign currency impact (424 ) Balance at March 31, 2019 $ 712,898 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease Expense, Term and Discount Rate | Lease Expense for the quarter is as follows: Three Months Ended (in thousands) 2019 Operating Lease Expense $ 13,397 Finance Lease Expense Amortization of Leased Assets 271 Interest on Lease Liabilities 4 Short-term and Variable Lease Expense 105 Sublease Income (138 ) Total $ 13,639 Lease Term and Discount Rate: Three Months Ended 2019 Weighted-average remaining lease term (years) Operating Leases 8.44 Finance Leases 5.68 Weighted-average discount rate Operating Leases 3.00 % Finance Leases 1.19 % |
Maturity of Finance Lease Liabilities | Maturity of Lease Liabilities: (in thousands) Operating Leases Finance Leases Total Remaining 2019 $ 38,094 $ 278 $ 38,372 2020 44,455 377 44,832 2021 36,350 180 36,530 2022 29,824 121 29,945 2023 25,377 121 25,498 Thereafter 106,069 348 106,417 Total Lease Payments 280,169 1,425 281,594 Less: Present Value Discount (30,949 ) (5 ) (30,954 ) Present Value Lease Liabilities $ 249,220 $ 1,420 $ 250,640 |
Maturity of Operating Lease Liabilities | Maturity of Lease Liabilities: (in thousands) Operating Leases Finance Leases Total Remaining 2019 $ 38,094 $ 278 $ 38,372 2020 44,455 377 44,832 2021 36,350 180 36,530 2022 29,824 121 29,945 2023 25,377 121 25,498 Thereafter 106,069 348 106,417 Total Lease Payments 280,169 1,425 281,594 Less: Present Value Discount (30,949 ) (5 ) (30,954 ) Present Value Lease Liabilities $ 249,220 $ 1,420 $ 250,640 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: In thousands March 31, December 31, Floating Senior Notes, due 2021, net of unamortized debt $ 497,096 $ 496,796 4.150% Senior Notes, due 2024, net of unamortized debt 743,297 742,957 4.70% Senior Notes, due 2028, net of unamortized debt 1,239,924 1,239,657 3.45% Senior Notes, due 2026, net of unamortized debt 748,339 748,282 4.375% Senior Notes, due 2023, net of unamortized 248,888 248,823 Revolving Credit Facility, net of unamortized 1,226,903 338,112 Other Borrowings 258,147 42,246 Total 4,962,594 3,856,873 Less - current portion 321,308 64,099 Long-term portion $ 4,641,286 $ 3,792,774 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Pension Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
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 March 31, Three Months Ended March 31, In thousands, except percentages 2019 2018 2019 2018 Net periodic benefit cost Service cost $ 71 $ 87 $ 611 $ 691 Interest cost 372 333 1,711 1,834 Expected return on plan assets (433 ) (445 ) (2,927 ) (3,466 ) Net amortization/deferrals 207 243 641 554 Net periodic benefit cost (credit) $ 217 $ 218 $ 36 $ (387 ) Assumptions Discount Rate 4.30 % 3.56 % 2.53 % 2.40 % Expected long-term rate of return 5.35 % 5.15 % 5.01 % 5.10 % Rate of compensation increase 3.00 % 3.00 % 2.60 % 2.60 % |
Other Postretirement Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
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 March 31, Three Months Ended March 31, In thousands, except percentages 2019 2018 2019 2018 Net periodic benefit cost Service cost $ 1 $ 1 $ 2 $ 8 Interest cost 89 81 20 26 Net amortization/deferrals (101 ) (76 ) (22 ) (4 ) Net periodic benefit cost $ (11 ) $ 6 $ 0 $ 30 Assumptions Discount Rate 4.17 % 3.43 % 3.49 % 3.21 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2019 : Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic value (in thousands) Outstanding at December 31, 2018 466,677 $ 61.04 5.7 $ 5,917 Granted 128,555 72.85 112 Exercised (734 ) 64.54 7 Canceled (228 ) 74.38 — Outstanding at March 31, 2019 594,270 63.58 6.4 6,027 Exercisable at March 31, 2019 355,222 56.00 5.2 6,295 |
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: Three Months Ended 2019 2018 Dividend yield 0.66 % 0.33 % Risk-free interest rate 2.63 % 2.70 % Stock price volatility 25.8 % 23.9 % Expected life (years) 5.0 5.0 |
Restricted Stock Activity and Incentive Stock Awards Activity | The following table summarizes the restricted stock activity and related information for the 2011 Plan, the 2000 Plan and the Directors Plan, and incentive stock units activity for the 2011 Plan and the 2000 Plan with related information for the three months ended March 31, 2019 : Restricted Stock and Units Incentive Stock Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2018 445,089 415,243 $ 75.51 Granted 535,873 258,600 70.64 Vested (105,651 ) (119,835 ) 68.62 Adjustment for incentive stock awards expected to vest — 18,398 81.20 Canceled (6,733 ) (5,350 ) 80.17 Outstanding at March 31, 2019 868,578 567,056 73.93 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted 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 2019 2018 Numerator Numerator for basic and diluted earnings per common share - net income attributable to Wabtec shareholders $ (4,472 ) $ 88,366 Less: dividends declared - common shares and non-vested restricted stock (11,687 ) (11,531 ) Undistributed earnings (16,159 ) 76,835 Percentage allocated to common shareholders (1) 99.7 % 99.7 % (16,111 ) 76,604 Add: dividends declared - common shares 11,646 11,497 Numerator for basic and diluted earnings per common share $ (4,465 ) $ 88,101 Denominator Denominator for basic earnings per common share - weighted average shares 121,226 95,810 Effect of dilutive securities: Assumed conversion of dilutive stock-based compensation plans — 561 Denominator for diluted earnings per common share - adjusted weighted average shares and assumed conversion 121,226 96,371 Net income attributable to Wabtec shareholders per common share Basic $ (0.04 ) $ 0.92 Diluted $ (0.04 ) $ 0.92 (1) Basic weighted-average common shares outstanding 121,226 95,810 Basic weighted-average common shares outstanding and non-vested restricted stock expected to vest 121,565 96,091 Percentage allocated to common shareholders 99.7 % 99.7 % |
Warranties (Tables)
Warranties (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Product Warranties Disclosures [Abstract] | |
Changes in Product Warranty Reserve | The following table reconciles the changes in the Company’s product warranty reserve as follows: In thousands 2019 2018 Balance at beginning of year $ 153,702 $ 153,063 Acquisitions 89,919 1,975 Warranty expense 34,627 11,677 Warranty claim payments (27,841 ) (11,282 ) Foreign currency impact/other (1,092 ) 2,138 Balance at March 31 $ 249,315 $ 157,571 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Notional Amounts and Fair Value | The following table summarizes the gross notional amounts and fair values of the designated and non-designated hedges discussed in the above sections as of March 31, 2019 . In millions Designated Non-Designated Total Gross notional amount $ 1,727.0 $ 524.0 $ 2,251.0 Fair Value: Other current assets $ 4.3 $ — $ 4.3 Other current liabilities — (3.3 ) (3.3 ) Total $ 4.3 $ (3.3 ) $ 1.0 The following table summarizes the gross notional amounts and fair values of the designated and non-designated hedges discussed in the above sections as of December 31, 2018 . In millions Designated Non-Designated Total Gross notional amount $ 863.0 $ 834.0 $ 1,697.0 Fair Value: Other current assets $ — $ 1.3 $ 1.3 Other current liabilities (2.3 ) — (2.3 ) Total $ (2.3 ) $ 1.3 $ (1.0 ) |
Fair Value Measurement and Fa_2
Fair Value Measurement and Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
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: March 31, 2019 December 31, 2018 In thousands Carrying Value Fair Value Carrying Fair 4.375% Senior Notes 248,888 250,108 248,823 254,218 3.45% Senior Notes 748,339 698,258 748,282 675,075 Floating Rate Notes 2021 497,096 500,495 496,796 497,425 4.15% Senior Notes 743,298 762,870 742,957 729,350 4.7% Senior Notes 1,239,924 1,267,750 1,239,657 1,179,625 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Financial Information | Segment financial information for the three months ended March 31, 2019 is as follows: In thousands Freight Segment Transit Segment Corporate Activities and Elimination Total Sales to external customers $ 876,434 $ 717,183 $ — $ 1,593,617 Intersegment sales/(elimination) 16,704 6,122 (22,826 ) — Total sales $ 893,138 $ 723,305 $ (22,826 ) $ 1,593,617 Income (loss) from operations $ 75,210 $ 58,933 $ (66,836 ) $ 67,307 Interest expense and other, net — — (52,797 ) (52,797 ) Income (loss) from operations before income taxes $ 75,210 $ 58,933 $ (119,633 ) $ 14,510 Segment financial information for the three months ended March 31, 2018 is as follows: In thousands Freight Segment Transit Segment Corporate Activities and Elimination Total Sales to external customers $ 379,554 $ 676,623 $ — $ 1,056,177 Intersegment sales/(elimination) 12,002 3,889 (15,891 ) — Total sales $ 391,556 $ 680,512 $ (15,891 ) $ 1,056,177 Income (loss) from operations $ 69,623 $ 68,083 $ (6,427 ) $ 131,279 Interest expense and other, net — — (17,698 ) (17,698 ) Income (loss) from operations before income taxes $ 69,623 $ 68,083 $ (24,125 ) $ 113,581 |
Sales by Product | Sales by product line are as follows: Three Months Ended In thousands 2019 2018 Remanufacturing, Overhaul & Build $ 582,177 $ 135,713 Specialty Products & Electronics 418,114 386,548 Transit Products 294,817 274,265 Brake Products 242,222 215,618 Other 56,287 44,033 Total sales $ 1,593,617 $ 1,056,177 |
Guarantor Subsidiaries Financ_2
Guarantor Subsidiaries Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Balance Sheet | Balance Sheet for March 31, 2019 : In thousands Parent Guarantors Non-Guarantors Elimination Consolidated Cash and cash equivalents $ 5,288 $ (38 ) $ 507,620 $ — $ 512,870 Receivables, net 137,358 69,745 1,519,721 — 1,726,824 Inventories 139,550 62,766 1,744,904 — 1,947,220 Current assets - other 11,335 920 181,968 — 194,223 Total current assets 293,531 133,393 3,954,213 — 4,381,137 Property, plant and equipment, net 54,641 25,550 1,554,775 — 1,634,966 Goodwill 503,700 283,241 7,355,532 — 8,142,473 Investment in subsidiaries 16,575,061 5,258,593 — (21,833,654 ) — Other intangibles, net 28,924 77,924 4,257,173 — 4,364,021 Other long-term assets 26,262 6,772 522,274 — 555,308 Total assets $ 17,482,119 $ 5,785,473 $ 17,643,967 $ (21,833,654 ) $ 19,077,905 Current liabilities $ 467,702 $ 84,137 $ 2,702,596 $ — $ 3,254,435 Inter-company 2,557,628 (1,458,674 ) (1,098,954 ) — — Long-term debt 4,387,180 — 254,106 — 4,641,286 Long-term liabilities - other 381,763 54,560 965,415 — 1,401,738 Total liabilities 7,794,273 (1,319,977 ) 2,823,163 — 9,297,459 Shareholders' equity 9,672,846 7,105,450 14,743,204 (21,833,654 ) 9,687,846 Non-controlling interest 15,000 — 77,600 — 92,600 Total shareholders' equity $ 9,687,846 $ 7,105,450 $ 14,820,804 $ (21,833,654 ) $ 9,780,446 Total Liabilities and Shareholders' Equity $ 17,482,119 $ 5,785,473 $ 17,643,967 $ (21,833,654 ) $ 19,077,905 Balance Sheet for December 31, 2018 : In thousands Parent Guarantors Non-Guarantors Elimination Consolidated Cash and cash equivalents $ 1,782,682 $ (119 ) $ 559,791 $ — $ 2,342,354 Receivables, net 106,815 61,513 978,450 — 1,146,778 Inventories 149,622 69,116 626,148 — 844,886 Current assets - other 11,884 690 103,075 — 115,649 Total current assets 2,051,003 131,200 2,267,464 — 4,449,667 Property, plant and equipment, net 51,551 24,755 487,431 — 563,737 Goodwill 25,275 283,241 2,088,028 — 2,396,544 Investment in subsidiaries 6,707,979 4,022,107 — (10,730,086 ) — Other intangibles, net 29,254 78,547 1,022,079 — 1,129,880 Other long-term assets 8,775 149 100,482 — 109,406 Total assets $ 8,873,837 $ 4,539,999 $ 5,965,484 $ (10,730,086 ) $ 8,649,234 Current liabilities $ 264,630 $ 91,004 $ 1,291,056 $ — $ 1,646,690 Inter-company 1,947,504 (1,436,222 ) (511,282 ) — — Long-term debt 3,779,627 — 13,147 — 3,792,774 Long-term liabilities - other 16,945 48,714 275,036 — 340,695 Total liabilities 6,008,706 (1,296,504 ) 1,067,957 — 5,780,159 Shareholders' equity 2,865,131 5,836,503 4,893,583 (10,730,086 ) 2,865,131 Non-controlling interest — — 3,944 — 3,944 Total shareholders' equity $ 2,865,131 $ 5,836,503 $ 4,897,527 $ (10,730,086 ) $ 2,869,075 Total Liabilities and Shareholders' Equity $ 8,873,837 $ 4,539,999 $ 5,965,484 $ (10,730,086 ) $ 8,649,234 |
Condensed Income Statement | Income Statement for the Three Months Ended March 31, 2019 : In thousands Parent Guarantors Non-Guarantors Elimination Consolidated Net Sales $ 193,066 $ 128,803 $ 1,327,249 $ (55,501 ) $ 1,593,617 Cost of sales (157,650 ) (82,015 ) (998,019 ) 33,084 (1,204,600 ) Gross profit 35,416 46,788 329,230 (22,417 ) 389,017 Total operating expenses (97,540 ) (15,321 ) (208,849 ) — (321,710 ) Income from operations (62,124 ) 31,467 120,381 (22,417 ) 67,307 Interest (expense) income, net (41,646 ) 3,478 (6,401 ) — (44,569 ) Other income (expense), net 20,333 (2,485 ) (26,076 ) — (8,228 ) Equity earnings 91,482 79,759 — (171,241 ) — Pretax income 8,045 112,219 87,904 (193,658 ) 14,510 Income tax (expense) benefit (12,517 ) — (6,006 ) — (18,523 ) Net income (4,472 ) 112,219 81,898 (193,658 ) (4,013 ) Less: Net income attributable to noncontrolling interest — — (459 ) — (459 ) Net income attributable to Wabtec shareholders $ (4,472 ) $ 112,219 $ 81,439 $ (193,658 ) $ (4,472 ) Comprehensive income attributable to Wabtec shareholders $ (4,472 ) $ 112,219 $ 29,022 $ (193,658 ) $ (56,889 ) Income Statement for the Three Months Ended March 31, 2018 : In thousands Parent Guarantors Non-Guarantors Elimination Consolidated Net Sales $ 161,301 $ 301,706 $ 641,663 $ (48,493 ) $ 1,056,177 Cost of sales (118,658 ) (179,090 ) (488,233 ) 40,685 (745,296 ) Gross profit 42,643 122,616 153,430 (7,808 ) 310,881 Total operating expenses (35,627 ) (37,327 ) (106,648 ) — (179,602 ) Income from operations 7,016 85,289 46,782 (7,808 ) 131,279 Interest (expense) income, net (20,394 ) 2,301 (2,191 ) — (20,284 ) Other income (expense), net 8,729 (2,469 ) (3,674 ) — 2,586 Equity earnings 106,698 28,720 — (135,418 ) — Pretax income 102,049 113,841 40,917 (143,226 ) 113,581 Income tax expense (13,682 ) 1,194 (13,636 ) — (26,124 ) Net income 88,367 115,035 27,281 (143,226 ) 87,457 Less: Net income attributable to noncontrolling interest — 215 694 — 909 Net income attributable to Wabtec shareholders $ 88,367 $ 115,250 $ 27,975 $ (143,226 ) $ 88,366 Comprehensive income attributable to Wabtec shareholders $ 88,649 $ 115,250 $ 106,701 $ (143,226 ) $ 167,374 |
Condensed Cash Flow Statement | Condensed Statement of Cash Flows for the Three Months Ended March 31, 2019 : In thousands Parent Guarantors Non-Guarantors Elimination Consolidated Net cash (used for) provided by operating activities $ (118,411 ) $ 24,140 $ 148,026 $ (22,417 ) $ 31,338 Net cash provided by (used for) investing activities 6,898,021 (1,601 ) (9,636,068 ) — (2,739,648 ) Net cash (used for) provided by financing activities (8,557,004 ) (22,458 ) 9,440,035 22,417 882,990 Effect of changes in currency exchange rates — — (4,164 ) — (4,164 ) (Decrease) increase in cash (1,777,394 ) 81 (52,171 ) — (1,829,484 ) Cash, cash equivalents, and restricted cash beginning of period 1,782,682 (119 ) 559,791 — 2,342,354 Cash and cash equivalents, end of period $ 5,288 $ (38 ) $ 507,620 $ — $ 512,870 Condensed Statement of Cash Flows for the Three Months Ended March 31, 2018 : In thousands Parent Guarantors Non-Guarantors Elimination Consolidated Net cash (used for) provided by operating activities $ (9,439 ) $ 50,789 $ (9,342 ) $ (7,808 ) $ 24,200 Net cash (used for) provided by investing activities (1,759 ) (3,693 ) (38,413 ) — (43,865 ) Net cash provided by (used for) financing activities 22,973 (49,808 ) 47,695 7,808 28,668 Effect of changes in currency exchange rates — — 7,482 — 7,482 Increase (decrease) in cash 11,775 (2,712 ) 7,422 — 16,485 Cash, cash equivalents and restricted cash, beginning of period 933 4,802 227,666 — 233,401 Cash and cash equivalents, end of period $ 12,708 $ 2,090 $ 235,088 $ — $ 249,886 |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Components of Other Income (Expense) | The components of other income (expense) are as follows: Three Months Ended In thousands 2019 2018 Foreign currency (loss) gain $ (12,682 ) $ (1,032 ) Equity income 929 629 Expected return on pension assets/amortization 3,376 3,023 Other miscellaneous expense (income) 149 (34 ) Total other (expense) income, net $ (8,228 ) $ 2,586 |
Business (Detail)
Business (Detail) | 3 Months Ended |
Mar. 31, 2019country | |
Product Information [Line Items] | |
Number of countries company operates | 50 |
Sales Revenue Outside United States | Geographic Concentration Risk | Non-US | |
Product Information [Line Items] | |
Percent of revenue from customers outside the U.S. (as a percent) | 61.00% |
Minimum | |
Product Information [Line Items] | |
Number of countries where product is found (more than) | 100 |
Accounting Policies - Additiona
Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Noncurrent contract assets | $ 119,200 | ||
Noncurrent contract liabilities | 58,100 | ||
Provisions for loss contracts | 81,500 | $ 71,200 | |
Net income (loss) attributable to noncontrolling interest | 459 | $ (909) | |
Interest expense, net | 44,569 | 20,284 | |
Other (expense) income, net | $ (8,228) | $ 2,586 | |
Transferred at Point in Time | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenue derived from performance obligations satisfied when control passes to customer (as a percent) | 75.00% |
Accounting Policies - Accumulat
Accounting Policies - Accumulated Other Comprehensive Loss by Component, Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | $ 2,869,075 | $ 2,828,532 |
Net current period other comprehensive income (loss) | (52,417) | 79,008 |
Ending Balance | 9,780,446 | 2,988,229 |
Foreign currency translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (202,204) | 5,063 |
Other comprehensive income (loss) before reclassifications | (46,553) | 77,967 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Net current period other comprehensive income (loss) | (46,553) | 77,967 |
Ending Balance | (248,757) | 83,030 |
Derivative contracts | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (53) | 4,015 |
Other comprehensive income (loss) before reclassifications | (3,111) | 920 |
Amounts reclassified from accumulated other comprehensive income | 0 | 448 |
Net current period other comprehensive income (loss) | (3,111) | 1,368 |
Ending Balance | (3,164) | 5,383 |
Pension and post retirement benefit plans | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (54,326) | (54,070) |
Other comprehensive income (loss) before reclassifications | (3,305) | (847) |
Amounts reclassified from accumulated other comprehensive income | 552 | 520 |
Net current period other comprehensive income (loss) | (2,753) | (327) |
Ending Balance | (57,079) | (54,397) |
AOCI Attributable to Parent | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (256,583) | (44,992) |
Other comprehensive income (loss) before reclassifications | (52,969) | 78,040 |
Amounts reclassified from accumulated other comprehensive income | 552 | 968 |
Net current period other comprehensive income (loss) | (52,417) | 79,008 |
Ending Balance | $ (309,000) | $ 34,016 |
Accounting Policies - Reclassif
Accounting Policies - Reclassifications Out of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||
Other income (expense), net | $ (8,228) | $ 2,586 |
Income tax expense | (18,523) | (26,124) |
Interest expense, net | (44,569) | (20,284) |
Net (loss) income | (4,013) | 87,457 |
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] | ||
Other income (expense), net | 726 | 718 |
Income tax expense | (174) | (198) |
Net (loss) income | 552 | 520 |
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] | ||
Other income (expense), net | (366) | (375) |
Reclassification out of Accumulated Other Comprehensive Income | Amortization of net loss | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||
Other income (expense), net | 1,092 | 1,093 |
Reclassification out of Accumulated Other Comprehensive Income | Derivative contracts | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||
Income tax expense | 0 | (231) |
Interest expense, net | 0 | 679 |
Net (loss) income | $ 0 | $ 448 |
Accounting Policies - Remaining
Accounting Policies - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 $ in Billions | Mar. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, amount | $ 22 |
Remaining performance obligation percentage expected to be recognized | 27.00% |
Performance obligation period | 12 months |
Acquisitions - General Electric
Acquisitions - General Electric Transportation (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 25, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | May 06, 2019 | May 05, 2019 | Apr. 30, 2019 | Feb. 22, 2019 |
Business Acquisition [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 162,817,600 | 96,614,946 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||
Common stock, shares issued (in shares) | 198,131,716 | ||||||
Preferred stock, shares issued (in shares) | 10,000 | 0 | |||||
GE Transportation | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 2,875,000 | ||||||
Payments to Acquire Businesses, Gross | 470,000 | ||||||
Business combination, consideration transferred | 10,300,000 | ||||||
Closing share price (in USD per share) | $ 73.36 | ||||||
Revenues | $ 495,000 | ||||||
Operating income | 500 | ||||||
Acquisition related costs | $ 58,900 | ||||||
GE Transportation | SpinCo Class B Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, consideration transferred | $ 10,000 | ||||||
GE Transportation | Convertible Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Shares issuable (in shares) | 10,000 | ||||||
GE Transportation | GE and Pre-Merger Holders | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of outstanding shares transferred | 49.20% | ||||||
GE Transportation | General Electric Company | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of outstanding shares transferred | 9.90% | 9.90% | |||||
GE Transportation | General Electric Company | Convertible Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of outstanding shares transferred | 15.00% | ||||||
General Electric Company | |||||||
Business Acquisition [Line Items] | |||||||
Noncontrolling interest acquired | $ 86,765 | ||||||
Wabtec | GE Transportation | SpinCo Class B Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, shares outstanding (in shares) | 10,000 | ||||||
Pre-merger Wabtec Stockholders | GE Transportation | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of outstanding shares transferred | 50.80% | ||||||
General Electric Company | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, consideration transferred | $ 2,885,000 | ||||||
Common stock, shares issued (in shares) | 19,018,207 | ||||||
Preferred stock, shares issued (in shares) | 10,000 | ||||||
General Electric Company | General Electric Company | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, shares issued (in shares) | 46,763,975 | ||||||
General Electric Company | GE Transportation | SpinCo Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 8,700,000,000 | ||||||
General Electric Company | GE Transportation | SpinCo Class A Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, shares outstanding (in shares) | 15,000 | 15,000 | |||||
General Electric Company | GE Transportation | SpinCo Class B Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, shares outstanding (in shares) | 10,000 | ||||||
Minimum | General Electric Company | GE Transportation | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of common shares outstanding | 14.90% | ||||||
Maximum | Pre-merger Wabtec Stockholders | GE Transportation | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of common shares outstanding | 18.50% | ||||||
Maximum | General Electric Company | GE Transportation | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of common shares outstanding | 19.90% | ||||||
Subsequent Event | Series A Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, shares outstanding (in shares) | 1,220 | ||||||
Subsequent Event | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, shares outstanding (in shares) | 3,515,500 | ||||||
Subsequent Event | General Electric Company | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of outstanding shares transferred | 11.70% | 24.90% | |||||
Subsequent Event | GET Brazil | |||||||
Business Acquisition [Line Items] | |||||||
Noncontrolling interest acquired | $ 56,200 | ||||||
Subsequent Event | General Electric Company | GE Transportation | Series A Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, shares outstanding (in shares) | 8,780 | ||||||
Subsequent Event | General Electric Company | GE Transportation | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, shares outstanding (in shares) | 25,300,000 | ||||||
Subsequent Event | Minimum | General Electric Company | General Electric Company | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of outstanding shares transferred | 14.90% |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Estimated Fair Values of GET Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Feb. 25, 2019 | Dec. 31, 2018 |
Assets acquired | |||
Goodwill | $ 8,142,473 | $ 2,396,544 | |
General Electric Company | |||
Assets acquired | |||
Cash and cash equivalents | $ 174,334 | ||
Accounts receivable | 530,054 | ||
Inventories | 1,179,439 | ||
Other current assets | 64,464 | ||
Property, plant & equipment | 1,071,402 | ||
Goodwill | 5,783,358 | ||
Other noncurrent assets | 234,823 | ||
Total assets acquired | 12,317,826 | ||
Liabilities assumed | |||
Current liabilities | 1,495,438 | ||
Contingent consideration | 440,000 | ||
Other noncurrent liabilities | 523,801 | ||
Total liabilities assumed | 2,459,239 | ||
Net assets acquired | 9,858,587 | ||
Net assets acquired | 86,765 | ||
General Electric Company | Trade Names | |||
Assets acquired | |||
Intangible assets acquired | 50,000 | ||
General Electric Company | Customer relationships | |||
Assets acquired | |||
Intangible assets acquired | 529,984 | ||
General Electric Company | Patents | |||
Assets acquired | |||
Intangible assets acquired | 1,219,968 | ||
General Electric Company | Backlog | |||
Assets acquired | |||
Intangible assets acquired | $ 1,480,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Mar. 22, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 22, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 8,142,473 | $ 2,396,544 | ||
Annax | ||||
Business Acquisition [Line Items] | ||||
Purchase price, net of cash acquired | $ 28,667 | |||
Goodwill | 27,188 | |||
Escrow deposits | $ 13,200 | |||
Goodwill and other intangible assets acquired | 38,900 | |||
Acquired indefinite-lived intangible assets | 11,715 | |||
Annax | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Acquired indefinite-lived intangible assets | 7,500 | |||
Intangible assets, weighted average useful life (years) | 20 years | |||
Annax | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Acquired indefinite-lived intangible assets | $ 3,800 |
Acquisitions - Summary of Pre_2
Acquisitions - Summary of Preliminary Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 22, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 8,142,473 | $ 2,396,544 | |
Annax | |||
Business Acquisition [Line Items] | |||
Current assets | $ 32,831 | ||
Property, plant & equipment | 674 | ||
Goodwill | 27,188 | ||
Other intangible assets | 11,715 | ||
Total assets acquired | 72,408 | ||
Total liabilities assumed | (43,741) | ||
Net assets acquired | $ 28,667 |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Business Combinations [Abstract] | ||
Net sales | $ 2,079,771 | $ 1,881,724 |
Gross profit | 543,480 | 553,681 |
Net income attributable to Wabtec shareholders | $ 83,277 | $ 77,275 |
Diluted earnings per share | ||
As Reported (in dollars per share) | $ (0.04) | $ 0.92 |
Pro forma (in dollars per share) | $ 0.44 | $ 0.41 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 822,178 | $ 465,873 |
Work-in-progress | 435,565 | 154,485 |
Finished goods | 689,477 | 224,528 |
Total inventories | $ 1,947,220 | $ 844,886 |
Intangibles - Change in the Car
Intangibles - Change in the Carrying Amount of Goodwill by Segment (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 2,396,544 |
Additions | 5,783,358 |
Foreign currency impact | (37,429) |
Ending balance | 8,142,473 |
Freight Segment | |
Goodwill [Roll Forward] | |
Beginning balance | 713,391 |
Additions | 5,783,358 |
Foreign currency impact | (15,315) |
Ending balance | 6,481,434 |
Transit Segment | |
Goodwill [Roll Forward] | |
Beginning balance | 1,683,153 |
Additions | 0 |
Foreign currency impact | (22,114) |
Ending balance | $ 1,661,039 |
Intangibles - Additional Inform
Intangibles - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Intangible Assets Disclosure [Line Items] | |||
Trade names | $ 624,600 | $ 582,800 | |
Intangible assets, amortization expense | $ 27,442 | $ 10,352 | |
Trade Names | |||
Intangible Assets Disclosure [Line Items] | |||
Trade names, useful life | 5 years | ||
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) | 18 years | ||
Other Intangibles | |||
Intangible Assets Disclosure [Line Items] | |||
Intangible assets, weighted average useful life (years) | 13 years |
Intangibles - Intangible Assets
Intangibles - Intangible Assets Other Than Goodwill and Trade Names (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net of accumulated amortization | $ 3,739,470 | $ 547,089 |
Intellectual property, patents, non-compete and other intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net of accumulated amortization | 2,697,919 | 15,328 |
Intangible assets, accumulated amortization | 51,127 | 42,446 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net of accumulated amortization | 1,041,551 | 531,761 |
Intangible assets, accumulated amortization | $ 168,774 | $ 158,533 |
Intangibles - Amortization Expe
Intangibles - Amortization Expense (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2019 | $ 191,746 |
2020 | 254,053 |
2021 | 253,908 |
2022 | 253,596 |
2023 | $ 253,258 |
Contract Assets and Contract _3
Contract Assets and Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Contract Assets | |
Balance at beginning of year | $ 345,585 |
Acquisitions | 238,665 |
Recognized in current year | 188,299 |
Reclassified to accounts receivable | (196,973) |
Foreign currency impact | (756) |
Balance at end of period | 574,820 |
Contract Liabilities | |
Balance at beginning of year | 444,805 |
Acquisitions | 274,054 |
Recognized in current year | 205,272 |
Amounts in beginning balance reclassified to revenue | (204,388) |
Current year amounts reclassified to revenue | (6,421) |
Foreign currency impact | (424) |
Balance at end of period | $ 712,898 |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating Lease Expense | $ 13,397 |
Amortization of Leased Assets | 271 |
Interest on Lease Liabilities | 4 |
Short-term and Variable Lease Expense | 105 |
Sublease Income | (138) |
Total | $ 13,639 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Leases | |
Remaining 2019 | $ 38,094 |
2020 | 44,455 |
2021 | 36,350 |
2022 | 29,824 |
2023 | 25,377 |
Thereafter | 106,069 |
Total Lease Payments | 280,169 |
Less: Present Value Discount | (30,949) |
Present Value Lease Liabilities | 249,220 |
Finance Leases | |
Remaining 2019 | 278 |
2020 | 377 |
2021 | 180 |
2022 | 121 |
2023 | 121 |
Thereafter | 348 |
Total Lease Payments | 1,425 |
Less: Present Value Discount | (5) |
Present Value Lease Liabilities | 1,420 |
Total | |
Remaining 2019 | 38,372 |
2020 | 44,832 |
2021 | 36,530 |
2022 | 29,945 |
2023 | 25,498 |
Thereafter | 106,417 |
Total Lease Payments | 281,594 |
Less: Present Value Discount | 30,954 |
Present Value Lease Liabilities | $ 250,640 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Mar. 31, 2019 |
Weighted-average remaining lease term (years) | |
Operating Leases | 8 years 5 months 9 days |
Finance Leases | 5 years 8 months 5 days |
Weighted-average discount rate | |
Operating Leases | 3.00% |
Finance Leases | 1.19% |
Leases - Narrative (Details)
Leases - Narrative (Details) | Mar. 31, 2019 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Discount rate | 1.19% |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Discount rate | 12.26% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 14, 2018 | Oct. 31, 2016 | Aug. 31, 2013 |
Debt Instrument [Line Items] | |||||
Total | $ 4,962,594 | $ 3,856,873 | |||
Less - current portion | 321,308 | 64,099 | |||
Long-term portion | 4,641,286 | 3,792,774 | |||
Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 1,226,903 | 338,112 | |||
Unamortized discount and debt issuance cost | 2,865 | 3,138 | |||
Other Borrowings | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 258,147 | 42,246 | |||
Floating Rate Notes, due 2021 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 497,096 | 496,796 | |||
Unamortized discount and debt issuance cost | 2,904 | 3,204 | |||
4.15% Senior Notes, due 2024 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 743,297 | 742,957 | |||
Stated interest rate (as a percent) | 4.15% | 4.15% | |||
Unamortized discount and debt issuance cost | $ 6,703 | 7,043 | |||
4.70% Senior Notes, due 2028 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 1,239,924 | 1,239,657 | |||
Stated interest rate (as a percent) | 4.70% | 4.70% | |||
Unamortized discount and debt issuance cost | $ 10,076 | 10,343 | |||
3.45% Senior Notes, due 2026 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 748,339 | 748,282 | |||
Stated interest rate (as a percent) | 3.45% | 3.45% | |||
Unamortized discount and debt issuance cost | $ 1,661 | 1,718 | |||
4.375% Senior Notes, due 2023 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 248,888 | 248,823 | |||
Stated interest rate (as a percent) | 4.375% | 4.375% | |||
Unamortized discount and debt issuance cost | $ 1,113 | $ 1,177 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Feb. 25, 2019 | Feb. 12, 2019 | Sep. 14, 2018 | Oct. 31, 2016 | Jun. 22, 2016 | Aug. 31, 2013 | Mar. 31, 2019 | Jun. 08, 2018 | Jun. 05, 2014 |
Forward Starting Interest Rate Swap Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate on notional value (as a percent) | 3.46% | ||||||||
Interest rate swap agreements, notional amount | $ 150,000,000 | ||||||||
2018 Refinancing Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Coverage ratio | 3 | ||||||||
Leverage ratio | 3.25 | ||||||||
Cash consideration | $ 500,000,000 | ||||||||
Maximum Leverage Ratio permitted | 3.75 | ||||||||
Restrictive covenants, leverage ratio | 3.50 | ||||||||
2018 Refinancing Credit Agreement | LIBOR Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit subject to financial covenant restrictions | $ 300,000,000 | ||||||||
2018 Refinancing Credit Agreement | LIBOR Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||||
2018 Refinancing Credit Agreement | LIBOR Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.875% | ||||||||
2018 Refinancing Credit Agreement | Base Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.00% | ||||||||
2018 Refinancing Credit Agreement | Base Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.875% | ||||||||
2016 Refinancing Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Deferred financing cost | $ 3,000,000 | ||||||||
2016 Refinancing Credit Agreement | Federal Funds Effective Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||
2016 Refinancing Credit Agreement | LIBOR Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 10000.00% | ||||||||
2016 Refinancing Credit Agreement | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.00% | ||||||||
2016 Refinancing Credit Agreement | Base Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.00% | ||||||||
2016 Refinancing Credit Agreement | Base Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 7500.00% | ||||||||
2016 Refinancing Credit Agreement | Alternative Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 17500.00% | ||||||||
2016 Refinancing Credit Agreement | Alternative Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 7500.00% | ||||||||
2016 Refinancing Credit Agreement | Alternative Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 17500.00% | ||||||||
Bridge Loan | 2018 Refinancing Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | $ 2,500,000,000 | ||||||||
Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 2,500,000,000 | ||||||||
Increase in interest rate | 0.25% | ||||||||
Senior Notes | Floating Rate Notes, due 2021 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 500,000,000 | ||||||||
Debt instrument, term | 1 year | ||||||||
Debt issuance price (as a percent) | 100.00% | ||||||||
Deferred financing cost | $ 3,500,000 | ||||||||
Senior Notes | Floating Rate Notes, due 2021 | LIBOR Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.05% | ||||||||
Senior Notes | 4.15% Senior Notes, due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 750,000,000 | ||||||||
Debt issuance price (as a percent) | 99.805% | ||||||||
Deferred financing cost | $ 7,400,000 | ||||||||
Stated interest rate (as a percent) | 4.15% | 4.15% | |||||||
Senior Notes | 4.70% Senior Notes, due 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 1,250,000,000 | ||||||||
Debt issuance price (as a percent) | 99.889% | ||||||||
Deferred financing cost | $ 10,600,000 | ||||||||
Stated interest rate (as a percent) | 4.70% | 4.70% | |||||||
Senior Notes | 3.45% Senior Notes, due 2026 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 750,000,000 | ||||||||
Debt issuance price (as a percent) | 99.965% | ||||||||
Deferred financing cost | $ 2,700,000 | ||||||||
Stated interest rate (as a percent) | 3.45% | 3.45% | |||||||
Senior Notes | 4.375% Senior Notes, due 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 250,000,000 | ||||||||
Debt issuance price (as a percent) | 99.879% | ||||||||
Deferred financing cost | $ 2,600,000 | ||||||||
Stated interest rate (as a percent) | 4.375% | 4.375% | |||||||
Senior Notes | 2018 Refinancing Credit Agreement | Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | $ 27,600,000 | ||||||||
Letters of credit subject to financial covenant restrictions | $ 675,100,000 | ||||||||
Line of Credit | 2018 Refinancing Credit Agreement | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | 1,200,000,000 | ||||||||
Uncommitted accordion feature | 600,000,000 | ||||||||
Line of Credit | 2018 Refinancing Credit Agreement | Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | 450,000,000 | ||||||||
Line of Credit | 2018 Refinancing Credit Agreement | Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | 350,000,000 | ||||||||
Line of Credit | 2018 Refinancing Credit Agreement | Delayed Draw Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | 400,000,000 | ||||||||
Commitment fee | 0.175% | ||||||||
Line of Credit | 2018 Refinancing Credit Agreement | Swing Line Sub Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | $ 75,000,000 | ||||||||
Line of Credit | 2016 Refinancing Credit Agreement | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | $ 1,200,000,000 | ||||||||
Credit facility loan term, years | 5 years | ||||||||
Line of Credit | 2016 Refinancing Credit Agreement | Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, amount | $ 400,000,000 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Pension Plan | U.S. | ||
Net periodic benefit cost | ||
Service cost | $ 71 | $ 87 |
Interest cost | 372 | 333 |
Expected return on plan assets | (433) | (445) |
Net amortization/deferrals | 207 | 243 |
Net periodic benefit cost (credit) | $ 217 | $ 218 |
Assumptions | ||
Discount Rate (as a percent) | 4.30% | 3.56% |
Expected long-term rate of return (as a percent) | 5.35% | 5.15% |
Rate of compensation increase (as a percent) | 3.00% | 3.00% |
Pension Plan | International | ||
Net periodic benefit cost | ||
Service cost | $ 611 | $ 691 |
Interest cost | 1,711 | 1,834 |
Expected return on plan assets | (2,927) | (3,466) |
Net amortization/deferrals | 641 | 554 |
Net periodic benefit cost (credit) | $ 36 | $ (387) |
Assumptions | ||
Discount Rate (as a percent) | 2.53% | 2.40% |
Expected long-term rate of return (as a percent) | 5.01% | 5.10% |
Rate of compensation increase (as a percent) | 2.60% | 2.60% |
Other Postretirement Benefit Plan | U.S. | ||
Net periodic benefit cost | ||
Service cost | $ 1 | $ 1 |
Interest cost | 89 | 81 |
Net amortization/deferrals | (101) | (76) |
Net periodic benefit cost (credit) | $ (11) | $ 6 |
Assumptions | ||
Discount Rate (as a percent) | 4.17% | 3.43% |
Other Postretirement Benefit Plan | International | ||
Net periodic benefit cost | ||
Service cost | $ 2 | $ 8 |
Interest cost | 20 | 26 |
Net amortization/deferrals | (22) | (4) |
Net periodic benefit cost (credit) | $ 0 | $ 30 |
Assumptions | ||
Discount Rate (as a percent) | 3.49% | 3.21% |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) $ in Millions | Mar. 31, 2019USD ($) |
International | Pension Plan | |
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Expected plan contributions, current year | $ 6.4 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 8.5 | $ 5.7 | |||
Unamortized compensation expense expected to be vested | 75.6 | ||||
Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | 0.4 | ||||
Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | 2.7 | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | 0.8 | ||||
Performance Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 4.3 | ||||
Award vesting period (in years) | 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 (as a percent) | 100.00% | 100.00% | 100.00% | ||
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 (as a percent) | 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 (as a percent) | 200.00% | ||||
2011 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 3,800,000 | ||||
2011 Plan | Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years | ||||
Plan term (in years) | 10 years | ||||
2011 Plan | Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years | ||||
2019 Plan | Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting period (in years) | 3 years | ||||
Directors Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 0.3 | ||||
Directors Plan | Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting period (in years) | 1 year | ||||
2000 Plan | Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years | ||||
Plan term (in years) | 10 years | ||||
2000 Plan | Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Options | ||
Beginning balance (in shares) | 466,677 | |
Granted (in shares) | 128,555 | |
Exercised (in shares) | (734) | |
Canceled (in shares) | (228) | |
Ending balance (in shares) | 594,270 | 466,677 |
Exercisable at period end (in shares) | 355,222 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 61.04 | |
Granted (in dollars per share) | 72.85 | |
Exercised (in dollars per share) | 64.54 | |
Canceled (in dollars per share) | 74.38 | |
Ending balance (in dollars per share) | 63.58 | $ 61.04 |
Exercisable (in dollars per share) | $ 56 | |
Weighted Average Remaining Contractual Life | ||
Outstanding, weighted average remaining contractual life (in years) | 6 years 5 months | 5 years 8 months |
Exercisable weighted average remaining contractual life (in years) | 5 years 2 months | |
Aggregate Intrinsic Value | ||
Beginning balance | $ 5,917 | |
Granted | 112 | |
Exercised | 7 | |
Canceled | 0 | |
Ending balance | 6,027 | $ 5,917 |
Exercisable | $ 6,295 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Each Option Grant Weighted Average Assumptions (Detail) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Dividend yield (as a percent) | 0.66% | 0.33% |
Risk-free interest rate (as a percent) | 2.63% | 2.70% |
Stock price volatility (as a percent) | 25.80% | 23.90% |
Expected life (years) | 5 years | 5 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity and Incentive Stock Awards Activity (Detail) | 3 Months Ended |
Mar. 31, 2019$ / 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 | $ 75.51 |
Granted (in dollars per share) | $ / shares | 70.64 |
Vested (in dollars per share) | $ / shares | 68.62 |
Adjustment for incentive stock awards expected to vest (in dollars per share) | $ / shares | 81.20 |
Canceled (in dollars per share) | $ / shares | 80.17 |
Outstanding, end of period (in dollars per share) | $ / shares | $ 73.93 |
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) | 445,089 |
Granted (in shares) | 535,873 |
Vested (in shares) | (105,651) |
Adjustment for incentive stock awards expected to vest (in shares) | 0 |
Canceled (in shares) | (6,733) |
Outstanding, end of period (in shares) | 868,578 |
Incentive Stock 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) | 415,243 |
Granted (in shares) | 258,600 |
Vested (in shares) | (119,835) |
Adjustment for incentive stock awards expected to vest (in shares) | 18,398 |
Canceled (in shares) | (5,350) |
Outstanding, end of period (in shares) | 567,056 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 127.70% | 23.00% | |
Unrecognized tax benefits | $ 12.1 | $ 9.5 | |
Unrecognized tax benefits if recognized that would affect effective tax rate | 10.2 | 8.4 | |
Accrued interest related to uncertain tax positions | 1 | $ 0.9 | |
Unrecognized tax benefits subject to change within the next 12 months | $ 6.2 |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator | ||
Net (loss) income attributable to Wabtec shareholders | $ (4,472) | $ 88,366 |
Less: dividends declared - common shares and non-vested restricted stock | (11,687) | (11,531) |
Undistributed earnings | $ (16,159) | $ 76,835 |
Percentage allocated to common shareholders (as a percent) | 99.70% | 99.70% |
Undistributed earnings allocated to common shareholders | $ (16,111) | $ 76,604 |
Add: dividends declared - common shares | 11,646 | 11,497 |
Numerator for basic and diluted earnings per common share | $ (4,465) | $ 88,101 |
Denominator | ||
Basic weighted average common shares outstanding (in shares) | 121,226 | 95,810 |
Assumed conversion of dilutive stock-based compensation plans (in shares) | 0 | 561 |
Denominator for diluted earnings per common share - adjusted weighted average shares and assumed conversion (in shares) | 121,226 | 96,371 |
Net income attributable to Wabtec shareholders per common share | ||
Basic (in dollars per share) | $ (0.04) | $ 0.92 |
Diluted (in dollars per share) | $ (0.04) | $ 0.92 |
Basic weighted-average common shares outstanding and non-vested restricted stock expected to vest (in shares) | 121,565 | 96,091 |
Warranties (Detail)
Warranties (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Balance at beginning of year | $ 153,702 | $ 153,063 |
Acquisitions | 89,919 | 1,975 |
Warranty expense | 34,627 | 11,677 |
Warranty claim payments | (27,841) | (11,282) |
Foreign currency impact/other | (1,092) | 2,138 |
Balance at end of period | $ 249,315 | $ 157,571 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Hedging - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Non-Designated | Foreign Exchange Forward | ||
Derivative [Line Items] | ||
Derivative term (in years) | 1 year | |
Unrealized gain (loss) on derivative contracts | $ (3,000) | |
Cash Flow Hedging | Designated | Foreign Currency Contracts | ||
Derivative [Line Items] | ||
Derivative term (in years) | 2 years | |
Derivative instruments amounts reclassified into income | $ 0 | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Hedging - Summary of Notional Amounts and Fair Value (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Gross notional amount | $ 2,251 | $ 1,697 |
Total | 1 | (1) |
Other current assets | ||
Derivative [Line Items] | ||
Derivative asset fair value | 4.3 | 1.3 |
Other current liabilities | ||
Derivative [Line Items] | ||
Liabilities at fair value | (3.3) | (2.3) |
Designated | ||
Derivative [Line Items] | ||
Gross notional amount | 1,727 | 863 |
Total | 4.3 | (2.3) |
Designated | Other current assets | ||
Derivative [Line Items] | ||
Derivative asset fair value | 4.3 | 0 |
Designated | Other current liabilities | ||
Derivative [Line Items] | ||
Liabilities at fair value | 0 | (2.3) |
Non-Designated | ||
Derivative [Line Items] | ||
Gross notional amount | 524 | 834 |
Total | (3.3) | 1.3 |
Non-Designated | Other current assets | ||
Derivative [Line Items] | ||
Derivative asset fair value | 0 | 1.3 |
Non-Designated | Other current liabilities | ||
Derivative [Line Items] | ||
Liabilities at fair value | $ (3.3) | $ 0 |
Fair Value Measurement and Fa_3
Fair Value Measurement and Fair Value of Financial Instruments (Detail) - Senior Notes - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 14, 2018 |
4.375% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Stated interest rate (as a percent) | 4.375% | ||
3.45% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Stated interest rate (as a percent) | 3.45% | ||
4.15% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Stated interest rate (as a percent) | 4.15% | 4.15% | |
4.7% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Stated interest rate (as a percent) | 4.70% | 4.70% | |
Carrying Value | 4.375% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument | $ 248,888 | $ 248,823 | |
Carrying Value | 3.45% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument | 748,339 | 748,282 | |
Carrying Value | Floating Rate Notes 2021 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument | 497,096 | 496,796 | |
Carrying Value | 4.15% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument | 743,298 | 742,957 | |
Carrying Value | 4.7% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument | 1,239,924 | 1,239,657 | |
Fair Value | 4.375% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument | 250,108 | 254,218 | |
Fair Value | 3.45% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument | 698,258 | 675,075 | |
Fair Value | Floating Rate Notes 2021 | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument | 500,495 | 497,425 | |
Fair Value | 4.15% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument | 762,870 | 729,350 | |
Fair Value | 4.7% Senior Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instrument | $ 1,267,750 | $ 1,179,625 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Jan. 31, 2019 | Sep. 08, 2017 |
Positive Train Control Patents | Siemens Industry, Inc. | Settled Litigation | ||
Loss Contingencies [Line Items] | ||
Damages awarded | $ 5.6 | |
End of Train Patents | Siemens Industry, Inc. | Settled Litigation | ||
Loss Contingencies [Line Items] | ||
Damages awarded | $ 1.1 | |
Subsidiaries | Denver Transit, Installation of Constant Wireless Crossings | Threatened Litigation | ||
Loss Contingencies [Line Items] | ||
Damages alleged | $ 36.8 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Segment F
Segment Information - Segment Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Total sales | $ 1,593,617 | $ 1,056,177 |
Income (loss) from operations | 67,307 | 131,279 |
Interest expense and other, net | (52,797) | (17,698) |
Income from operations before income taxes | 14,510 | 113,581 |
Freight Segment | ||
Segment Reporting Information [Line Items] | ||
Total sales | 876,434 | 379,554 |
Transit Segment | ||
Segment Reporting Information [Line Items] | ||
Total sales | 717,183 | 676,623 |
Corporate Activities and Elimination | ||
Segment Reporting Information [Line Items] | ||
Total sales | (22,826) | (15,891) |
Income (loss) from operations | (66,836) | (6,427) |
Interest expense and other, net | (52,797) | (17,698) |
Income from operations before income taxes | (119,633) | (24,125) |
Corporate Activities and Elimination | Freight Segment | ||
Segment Reporting Information [Line Items] | ||
Total sales | 16,704 | 12,002 |
Corporate Activities and Elimination | Transit Segment | ||
Segment Reporting Information [Line Items] | ||
Total sales | 6,122 | 3,889 |
Operating Segments | Freight Segment | ||
Segment Reporting Information [Line Items] | ||
Total sales | 893,138 | 391,556 |
Income (loss) from operations | 75,210 | 69,623 |
Interest expense and other, net | 0 | 0 |
Income from operations before income taxes | 75,210 | 69,623 |
Operating Segments | Transit Segment | ||
Segment Reporting Information [Line Items] | ||
Total sales | 723,305 | 680,512 |
Income (loss) from operations | 58,933 | 68,083 |
Interest expense and other, net | 0 | 0 |
Income from operations before income taxes | $ 58,933 | $ 68,083 |
Segment Information - Sales by
Segment Information - Sales by Product (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Total sales | $ 1,593,617 | $ 1,056,177 |
Remanufacturing, Overhaul & Build | ||
Segment Reporting Information [Line Items] | ||
Total sales | 418,114 | 386,548 |
Specialty Products & Electronics | ||
Segment Reporting Information [Line Items] | ||
Total sales | 294,817 | 274,265 |
Transit Products | ||
Segment Reporting Information [Line Items] | ||
Total sales | 242,222 | 215,618 |
Brake Products | ||
Segment Reporting Information [Line Items] | ||
Total sales | 582,177 | 135,713 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total sales | $ 56,287 | $ 44,033 |
Guarantor Subsidiaries Financ_3
Guarantor Subsidiaries Financial Information - Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 512,870 | $ 2,342,354 | $ 249,886 | $ 233,401 |
Receivables, net | 1,726,824 | 1,146,778 | ||
Inventories | 1,947,220 | 844,886 | ||
Current assets - other | 194,223 | 115,649 | ||
Total current assets | 4,381,137 | 4,449,667 | ||
Property, plant and equipment, net | 1,634,966 | 563,737 | ||
Goodwill | 8,142,473 | 2,396,544 | ||
Investment in subsidiaries | 0 | 0 | ||
Other intangibles, net | 4,364,021 | 1,129,880 | ||
Other long-term assets | 555,308 | 109,406 | ||
Total Assets | 19,077,905 | 8,649,234 | ||
Current liabilities | 3,254,435 | 1,646,690 | ||
Inter-company | 0 | 0 | ||
Long-term debt | 4,641,286 | 3,792,774 | ||
Long-term liabilities - other | 1,401,738 | 340,695 | ||
Total Liabilities | 9,297,459 | 5,780,159 | ||
Shareholders' equity | 9,687,846 | 2,865,131 | ||
Noncontrolling interest | 92,600 | 3,944 | ||
Total Equity | 9,780,446 | 2,869,075 | 2,988,229 | 2,828,532 |
Total Liabilities and Equity | 19,077,905 | 8,649,234 | ||
Elimination | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Receivables, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Current assets - other | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Investment in subsidiaries | (21,833,654) | (10,730,086) | ||
Other intangibles, net | 0 | 0 | ||
Other long-term assets | 0 | 0 | ||
Total Assets | (21,833,654) | (10,730,086) | ||
Current liabilities | 0 | 0 | ||
Inter-company | 0 | 0 | ||
Long-term debt | 0 | 0 | ||
Long-term liabilities - other | 0 | 0 | ||
Total Liabilities | 0 | 0 | ||
Shareholders' equity | (21,833,654) | (10,730,086) | ||
Noncontrolling interest | 0 | 0 | ||
Total Equity | (21,833,654) | (10,730,086) | ||
Total Liabilities and Equity | (21,833,654) | (10,730,086) | ||
Parent | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 5,288 | 1,782,682 | 12,708 | 933 |
Receivables, net | 137,358 | 106,815 | ||
Inventories | 139,550 | 149,622 | ||
Current assets - other | 11,335 | 11,884 | ||
Total current assets | 293,531 | 2,051,003 | ||
Property, plant and equipment, net | 54,641 | 51,551 | ||
Goodwill | 503,700 | 25,275 | ||
Investment in subsidiaries | 16,575,061 | 6,707,979 | ||
Other intangibles, net | 28,924 | 29,254 | ||
Other long-term assets | 26,262 | 8,775 | ||
Total Assets | 17,482,119 | 8,873,837 | ||
Current liabilities | 467,702 | 264,630 | ||
Inter-company | 2,557,628 | 1,947,504 | ||
Long-term debt | 4,387,180 | 3,779,627 | ||
Long-term liabilities - other | 381,763 | 16,945 | ||
Total Liabilities | 7,794,273 | 6,008,706 | ||
Shareholders' equity | 9,672,846 | 2,865,131 | ||
Noncontrolling interest | 15,000 | 0 | ||
Total Equity | 9,687,846 | 2,865,131 | ||
Total Liabilities and Equity | 17,482,119 | 8,873,837 | ||
Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | (38) | (119) | 2,090 | 4,802 |
Receivables, net | 69,745 | 61,513 | ||
Inventories | 62,766 | 69,116 | ||
Current assets - other | 920 | 690 | ||
Total current assets | 133,393 | 131,200 | ||
Property, plant and equipment, net | 25,550 | 24,755 | ||
Goodwill | 283,241 | 283,241 | ||
Investment in subsidiaries | 5,258,593 | 4,022,107 | ||
Other intangibles, net | 77,924 | 78,547 | ||
Other long-term assets | 6,772 | 149 | ||
Total Assets | 5,785,473 | 4,539,999 | ||
Current liabilities | 84,137 | 91,004 | ||
Inter-company | (1,458,674) | (1,436,222) | ||
Long-term debt | 0 | 0 | ||
Long-term liabilities - other | 54,560 | 48,714 | ||
Total Liabilities | (1,319,977) | (1,296,504) | ||
Shareholders' equity | 7,105,450 | 5,836,503 | ||
Noncontrolling interest | 0 | 0 | ||
Total Equity | 7,105,450 | 5,836,503 | ||
Total Liabilities and Equity | 5,785,473 | 4,539,999 | ||
Non-Guarantors | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 507,620 | 559,791 | $ 235,088 | $ 227,666 |
Receivables, net | 1,519,721 | 978,450 | ||
Inventories | 1,744,904 | 626,148 | ||
Current assets - other | 181,968 | 103,075 | ||
Total current assets | 3,954,213 | 2,267,464 | ||
Property, plant and equipment, net | 1,554,775 | 487,431 | ||
Goodwill | 7,355,532 | 2,088,028 | ||
Investment in subsidiaries | 0 | 0 | ||
Other intangibles, net | 4,257,173 | 1,022,079 | ||
Other long-term assets | 522,274 | 100,482 | ||
Total Assets | 17,643,967 | 5,965,484 | ||
Current liabilities | 2,702,596 | 1,291,056 | ||
Inter-company | (1,098,954) | (511,282) | ||
Long-term debt | 254,106 | 13,147 | ||
Long-term liabilities - other | 965,415 | 275,036 | ||
Total Liabilities | 2,823,163 | 1,067,957 | ||
Shareholders' equity | 14,743,204 | 4,893,583 | ||
Noncontrolling interest | 77,600 | 3,944 | ||
Total Equity | 14,820,804 | 4,897,527 | ||
Total Liabilities and Equity | $ 17,643,967 | $ 5,965,484 |
Guarantor Subsidiaries Financ_4
Guarantor Subsidiaries Financial Information - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Total net sales | $ 1,593,617 | $ 1,056,177 |
Total cost of sales | (1,204,600) | (745,296) |
Gross profit | 389,017 | 310,881 |
Total operating expenses | (321,710) | (179,602) |
Income from operations | 67,307 | 131,279 |
Interest expense, net | (44,569) | (20,284) |
Other (expense) income, net | (8,228) | 2,586 |
Equity earnings | 0 | 0 |
Income from operations before income taxes | 14,510 | 113,581 |
Income tax (expense) benefit | (18,523) | (26,124) |
Net (loss) income | (4,013) | 87,457 |
Less: Net (gain) loss attributable to noncontrolling interest | (459) | 909 |
Net (loss) income attributable to Wabtec shareholders | (4,472) | 88,366 |
Comprehensive income attributable to Wabtec shareholders | (56,889) | 167,374 |
Elimination | ||
Condensed Financial Statements, Captions [Line Items] | ||
Total net sales | (55,501) | (48,493) |
Total cost of sales | 33,084 | 40,685 |
Gross profit | (22,417) | (7,808) |
Total operating expenses | 0 | 0 |
Income from operations | (22,417) | (7,808) |
Interest expense, net | 0 | 0 |
Other (expense) income, net | 0 | 0 |
Equity earnings | (171,241) | (135,418) |
Income from operations before income taxes | (193,658) | (143,226) |
Income tax (expense) benefit | 0 | 0 |
Net (loss) income | (193,658) | (143,226) |
Less: Net (gain) loss attributable to noncontrolling interest | 0 | 0 |
Net (loss) income attributable to Wabtec shareholders | (193,658) | (143,226) |
Comprehensive income attributable to Wabtec shareholders | (193,658) | (143,226) |
Parent | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Total net sales | 193,066 | 161,301 |
Total cost of sales | (157,650) | (118,658) |
Gross profit | 35,416 | 42,643 |
Total operating expenses | (97,540) | (35,627) |
Income from operations | (62,124) | 7,016 |
Interest expense, net | (41,646) | (20,394) |
Other (expense) income, net | 20,333 | 8,729 |
Equity earnings | 91,482 | 106,698 |
Income from operations before income taxes | 8,045 | 102,049 |
Income tax (expense) benefit | (12,517) | (13,682) |
Net (loss) income | (4,472) | 88,367 |
Less: Net (gain) loss attributable to noncontrolling interest | 0 | 0 |
Net (loss) income attributable to Wabtec shareholders | (4,472) | 88,367 |
Comprehensive income attributable to Wabtec shareholders | (4,472) | 88,649 |
Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Total net sales | 128,803 | 301,706 |
Total cost of sales | (82,015) | (179,090) |
Gross profit | 46,788 | 122,616 |
Total operating expenses | (15,321) | (37,327) |
Income from operations | 31,467 | 85,289 |
Interest expense, net | 3,478 | 2,301 |
Other (expense) income, net | (2,485) | (2,469) |
Equity earnings | 79,759 | 28,720 |
Income from operations before income taxes | 112,219 | 113,841 |
Income tax (expense) benefit | 0 | 1,194 |
Net (loss) income | 112,219 | 115,035 |
Less: Net (gain) loss attributable to noncontrolling interest | 0 | 215 |
Net (loss) income attributable to Wabtec shareholders | 112,219 | 115,250 |
Comprehensive income attributable to Wabtec shareholders | 112,219 | 115,250 |
Non-Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Total net sales | 1,327,249 | 641,663 |
Total cost of sales | (998,019) | (488,233) |
Gross profit | 329,230 | 153,430 |
Total operating expenses | (208,849) | (106,648) |
Income from operations | 120,381 | 46,782 |
Interest expense, net | (6,401) | (2,191) |
Other (expense) income, net | (26,076) | (3,674) |
Equity earnings | 0 | 0 |
Income from operations before income taxes | 87,904 | 40,917 |
Income tax (expense) benefit | (6,006) | (13,636) |
Net (loss) income | 81,898 | 27,281 |
Less: Net (gain) loss attributable to noncontrolling interest | (459) | 694 |
Net (loss) income attributable to Wabtec shareholders | 81,439 | 27,975 |
Comprehensive income attributable to Wabtec shareholders | $ 29,022 | $ 106,701 |
Guarantor Subsidiaries Financ_5
Guarantor Subsidiaries Financial Information - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used for) provided by operating activities | $ 31,338 | $ 24,200 |
Net cash provided by (used for) investing activities | (2,739,648) | (43,865) |
Net cash (used for) provided by financing activities | 882,990 | 28,668 |
Effect of changes in currency exchange rates | (4,164) | 7,482 |
(Decrease) increase in cash | (1,829,484) | 16,485 |
Cash, cash equivalents and restricted cash beginning of period | 2,342,354 | 233,401 |
Cash and cash equivalents end of period | 512,870 | 249,886 |
Elimination | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used for) provided by operating activities | (22,417) | (7,808) |
Net cash provided by (used for) investing activities | 0 | 0 |
Net cash (used for) provided by financing activities | 22,417 | 7,808 |
Effect of changes in currency exchange rates | 0 | 0 |
(Decrease) increase in cash | 0 | 0 |
Cash, cash equivalents and restricted cash beginning of period | 0 | 0 |
Cash and cash equivalents end of period | 0 | 0 |
Parent | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used for) provided by operating activities | (118,411) | (9,439) |
Net cash provided by (used for) investing activities | 6,898,021 | (1,759) |
Net cash (used for) provided by financing activities | (8,557,004) | 22,973 |
Effect of changes in currency exchange rates | 0 | 0 |
(Decrease) increase in cash | (1,777,394) | 11,775 |
Cash, cash equivalents and restricted cash beginning of period | 1,782,682 | 933 |
Cash and cash equivalents end of period | 5,288 | 12,708 |
Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used for) provided by operating activities | 24,140 | 50,789 |
Net cash provided by (used for) investing activities | (1,601) | (3,693) |
Net cash (used for) provided by financing activities | (22,458) | (49,808) |
Effect of changes in currency exchange rates | 0 | 0 |
(Decrease) increase in cash | 81 | (2,712) |
Cash, cash equivalents and restricted cash beginning of period | (119) | 4,802 |
Cash and cash equivalents end of period | (38) | 2,090 |
Non-Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used for) provided by operating activities | 148,026 | (9,342) |
Net cash provided by (used for) investing activities | (9,636,068) | (38,413) |
Net cash (used for) provided by financing activities | 9,440,035 | 47,695 |
Effect of changes in currency exchange rates | (4,164) | 7,482 |
(Decrease) increase in cash | (52,171) | 7,422 |
Cash, cash equivalents and restricted cash beginning of period | 559,791 | 227,666 |
Cash and cash equivalents end of period | $ 507,620 | $ 235,088 |
Other Income (Expense), Net (De
Other Income (Expense), Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Other Income and Expenses [Abstract] | ||
Foreign currency (loss) gain | $ (12,682) | $ (1,032) |
Equity income | 929 | 629 |
Expected return on pension assets/amortization | 3,376 | 3,023 |
Other miscellaneous expense (income) | 149 | (34) |
Total other (expense) income, net | $ (8,228) | $ 2,586 |