Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 23, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 033-90866 | |
Entity Registrant Name | WESTINGHOUSE AIR BRAKE TECHNOLOGIESCORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 25-1615902 | |
Entity Address, Address Line One | 30 Isabella Street | |
Entity Address, City or Town | Pittsburgh | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 15212 | |
City Area Code | 412 | |
Local Phone Number | 825-1000 | |
Title of 12(b) Security | Common Stock, $.01 par value per share | |
Trading Symbol | WAB | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 190,299,552 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000943452 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 587.9 | $ 604.2 |
Accounts receivable | 964.4 | 1,149.9 |
Unbilled accounts receivables | 445.9 | 514 |
Inventories | 1,799.5 | 1,773.1 |
Other current assets | 172 | 150.9 |
Total current assets | 3,969.7 | 4,192.1 |
Property, plant and equipment | 2,240.5 | 2,216 |
Accumulated depreciation | (628.1) | (560.2) |
Property, plant and equipment, net | 1,612.4 | 1,655.8 |
Other Assets | ||
Goodwill | 8,309.9 | 8,360.6 |
Other intangibles, net | 3,935.4 | 4,104 |
Other noncurrent assets | 638 | 631.7 |
Total other assets | 12,883.3 | 13,096.3 |
Total Assets | 18,465.4 | 18,944.2 |
Current Liabilities | ||
Accounts payable | 1,006 | 1,157.5 |
Customer deposits | 619.5 | 604.2 |
Accrued compensation | 231.1 | 343.8 |
Accrued warranty | 216.8 | 226.5 |
Current portion of long-term debt | 697.1 | 95.7 |
Other accrued liabilities | 712.7 | 830.3 |
Total current liabilities | 3,483.2 | 3,258 |
Long-term debt | 3,768.7 | 4,333.6 |
Accrued postretirement and pension benefits | 106.6 | 113 |
Deferred income taxes | 155.6 | 145.3 |
Contingent consideration | 297.6 | 291.8 |
Other long term liabilities | 773.1 | 808.9 |
Total Liabilities | 8,584.8 | 8,950.6 |
Commitments and contingencies (Note 15) | ||
Equity | ||
Convertible preferred stock, $.01 par value; 1.0 shares authorized, no shares issued and outstanding, at June 30, 2020 and December 31, 2019 | 0 | 0 |
Common stock, $.01 par value; 500.0 shares authorized: 226.9 and 226.9 shares issued and 190.3 and 191.7 outstanding at June 30, 2020 and December 31, 2019, respectively | 2 | 2 |
Additional paid-in capital | 7,871.7 | 7,877.2 |
Treasury stock, at cost, 36.6 and 35.2 shares, at June 30, 2020 and December 31, 2019, respectively | (909.3) | (807.1) |
Retained earnings | 3,419 | 3,267 |
Accumulated other comprehensive loss | (537.8) | (382.6) |
Total Westinghouse Air Brake Technologies Corporation shareholders’ equity | 9,845.6 | 9,956.5 |
Noncontrolling interest | 35 | 37.1 |
Total Equity | 9,880.6 | 9,993.6 |
Total Liabilities and Equity | $ 18,465.4 | $ 18,944.2 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 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) | 226,900,000 | 226,900,000 |
Common stock, shares outstanding (in shares) | 190,300,000 | 191,700,000 |
Treasury stock, shares (in shares) | 36,600,000 | 35,200,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net sales: | ||||
Total net sales | $ 1,737.4 | $ 2,236.3 | $ 3,667.3 | $ 3,829.9 |
Cost of sales: | ||||
Total cost of sales | (1,250.7) | (1,621.6) | (2,601.9) | (2,826.2) |
Gross profit | 486.7 | 614.7 | 1,065.4 | 1,003.7 |
Operating expenses: | ||||
Selling, general and administrative expenses | (216.8) | (290.9) | (460.2) | (550.7) |
Engineering expenses | (38.2) | (57.2) | (87.2) | (91.7) |
Amortization expense | (72.3) | (66) | (141.3) | (93.4) |
Total operating expenses | (327.3) | (414.1) | (688.7) | (735.8) |
Income from operations | 159.4 | 200.6 | 376.7 | 267.9 |
Other income and expenses: | ||||
Interest expense, net | (51.4) | (58.5) | (104.7) | (103) |
Other income (expense), net | 6.3 | 2.1 | (8.5) | (6.1) |
Income from operations before income taxes | 114.3 | 144.2 | 263.5 | 158.8 |
Income tax expense | (28.5) | (41.5) | (66.5) | (60) |
Net income | 85.8 | 102.7 | 197 | 98.8 |
Less: Net loss attributable to noncontrolling interest | 1 | 1.4 | 1.4 | 0.9 |
Net income attributable to Wabtec shareholders | $ 86.8 | $ 104.1 | $ 198.4 | $ 99.7 |
Basic | ||||
Net income (loss) attributable to Wabtec shareholders (in dollars per share) | $ 0.46 | $ 0.58 | $ 1.04 | $ 0.66 |
Diluted | ||||
Net income (loss) attributable to Wabtec shareholders (in dollars per share) | $ 0.46 | $ 0.54 | $ 1.04 | $ 0.61 |
Weighted average shares outstanding | ||||
Basic (in shares) | 189.8 | 177.3 | 190.3 | 149.6 |
Diluted (in shares) | 190.2 | 191.5 | 190.8 | 162.2 |
Goods | ||||
Net sales: | ||||
Total net sales | $ 1,406.1 | $ 1,892.5 | $ 2,996.9 | $ 3,327 |
Cost of sales: | ||||
Total cost of sales | (1,061.3) | (1,377.7) | (2,217.2) | (2,451.3) |
Services | ||||
Net sales: | ||||
Total net sales | 331.3 | 343.8 | 670.4 | 502.9 |
Cost of sales: | ||||
Total cost of sales | $ (189.4) | $ (243.9) | $ (384.7) | $ (374.9) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income attributable to Wabtec shareholders | $ 86.8 | $ 104.1 | $ 198.4 | $ 99.7 |
Foreign currency translation gain (loss) | 29.2 | 18.8 | (152.2) | (27.7) |
Unrealized loss on derivative contracts | (9.1) | 0 | (1) | (4.1) |
Unrealized gain (loss) on pension benefit plans and post-retirement benefit plans | 0.7 | 1.3 | (2.9) | (2.3) |
Other comprehensive income (loss) before tax | 20.8 | 20.1 | (156.1) | (34.1) |
Income tax (benefit) expense related to components of other comprehensive income | 2 | (0.3) | 0.9 | 1.5 |
Other comprehensive income (loss), net of tax | 22.8 | 19.8 | (155.2) | (32.6) |
Comprehensive income attributable to Wabtec shareholders | $ 109.6 | $ 123.9 | $ 43.2 | $ 67.1 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Activities | ||
Net income | $ 197 | $ 98.8 |
Adjustments to reconcile net income to cash provided by operations: | ||
Depreciation and amortization | 233.7 | 165.1 |
Stock-based compensation expense | 5.7 | 23.9 |
Below market intangible amortization | (55.4) | (9.4) |
Changes in operating assets and liabilities, net of acquisitions | ||
Accounts receivable and unbilled accounts receivable | 246.1 | (35.7) |
Inventories | (30.3) | 147.4 |
Accounts payable | (148.5) | (71.9) |
Accrued income taxes | 5.1 | 21.4 |
Accrued liabilities and customer deposits | (99.3) | 24.2 |
Other assets and liabilities | (125.5) | 80 |
Net cash provided by operating activities | 228.6 | 443.8 |
Investing Activities | ||
Purchase of property, plant and equipment | (67.6) | (61.9) |
Proceeds from disposal of property, plant and equipment | 9.7 | 3.1 |
Acquisitions of businesses, net of cash acquired | (40.3) | (2,981.6) |
Net cash used for investing activities | (98.2) | (3,040.4) |
Financing Activities | ||
Proceeds from debt | 2,093 | 2,325.9 |
Payments of debt | (2,059.3) | (1,552.1) |
Repurchase of stock | (105.3) | 0 |
Cash dividends | (46.4) | (34.3) |
Payment of contingent consideration on acquisitions | 0 | (10.1) |
Other financing activities | (5.5) | (3.3) |
Net cash (used for) provided by financing activities | (123.5) | 726.1 |
Effect of changes in currency exchange rates | (23.2) | (10.6) |
Decrease in cash | (16.3) | (1,881.1) |
Cash, cash equivalents, and restricted cash, beginning of period | 604.2 | 2,342.4 |
Cash and cash equivalents, end of period | $ 587.9 | $ 461.3 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interest |
Beginning Balance (in shares) at Dec. 31, 2018 | 132.3 | 35.7 | |||||
Beginning Balance at Dec. 31, 2018 | $ 2,869.1 | $ 1.3 | $ 914.6 | $ (816.1) | $ 3,022 | $ (256.6) | $ 3.9 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cash dividends | (11.7) | (11.7) | |||||
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax (in shares) | 0.4 | ||||||
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | (5.5) | (14.4) | $ 8.9 | ||||
Stock based compensation | 8.5 | 8.5 | |||||
Net income (loss) | (4) | (4.5) | 0.5 | ||||
Other comprehensive income (loss), net of tax | (52.4) | (52.4) | |||||
Acquisitions, net (in shares) | 65.8 | ||||||
Acquisitions, net | 6,975 | $ 0.7 | 6,887.6 | 86.7 | |||
Other owner changes | 1.4 | 1.4 | |||||
Ending Balance (in shares) at Mar. 31, 2019 | 198.1 | 35.3 | |||||
Ending Balance at Mar. 31, 2019 | 9,780.4 | $ 2 | 7,796.3 | $ (807.2) | 3,005.8 | (309) | 92.5 |
Beginning Balance (in shares) at Dec. 31, 2018 | 132.3 | 35.7 | |||||
Beginning Balance at Dec. 31, 2018 | 2,869.1 | $ 1.3 | 914.6 | $ (816.1) | 3,022 | (256.6) | 3.9 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 98.8 | ||||||
Other comprehensive income (loss), net of tax | (32.6) | ||||||
Ending Balance (in shares) at Jun. 30, 2019 | 223.4 | 35.2 | |||||
Ending Balance at Jun. 30, 2019 | 9,834.9 | $ 2 | 7,807.1 | $ (805.6) | 3,087.3 | (289.2) | 33.3 |
Beginning Balance (in shares) at Mar. 31, 2019 | 198.1 | 35.3 | |||||
Beginning Balance at Mar. 31, 2019 | 9,780.4 | $ 2 | 7,796.3 | $ (807.2) | 3,005.8 | (309) | 92.5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cash dividends | (22.6) | (22.6) | |||||
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax (in shares) | 0.1 | ||||||
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | (3) | (4.6) | $ 1.6 | ||||
Stock based compensation | 15.4 | 15.4 | |||||
Net income (loss) | 102.7 | 104.1 | (1.4) | ||||
Other comprehensive income (loss), net of tax | 19.8 | 19.8 | |||||
Acquisitions, net | (56.2) | (56.2) | |||||
Other owner changes (in shares) | 25.3 | ||||||
Other owner changes | (1.6) | (1.6) | |||||
Ending Balance (in shares) at Jun. 30, 2019 | 223.4 | 35.2 | |||||
Ending Balance at Jun. 30, 2019 | 9,834.9 | $ 2 | 7,807.1 | $ (805.6) | 3,087.3 | (289.2) | 33.3 |
Beginning Balance (in shares) at Dec. 31, 2019 | 226.9 | 35.3 | |||||
Beginning Balance at Dec. 31, 2019 | 9,993.6 | $ 2 | 7,877.2 | $ (807.1) | 3,267 | (382.6) | 37.1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cash dividends | (23) | (23) | |||||
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax (in shares) | 0.2 | ||||||
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | (5.7) | (7.9) | $ 2.2 | ||||
Stock based compensation | 10 | 10 | |||||
Net income (loss) | 111.2 | 111.6 | (0.4) | ||||
Other comprehensive income (loss), net of tax | (178) | (178) | |||||
Stock repurchase (in shares) | 1.6 | ||||||
Stock repurchase | (105.3) | $ (105.3) | |||||
Other owner changes | (5.1) | (4.3) | (0.8) | ||||
Ending Balance (in shares) at Mar. 31, 2020 | 226.9 | 36.7 | |||||
Ending Balance at Mar. 31, 2020 | 9,797.7 | $ 2 | 7,875 | $ (910.2) | 3,355.6 | (560.6) | 35.9 |
Beginning Balance (in shares) at Dec. 31, 2019 | 226.9 | 35.3 | |||||
Beginning Balance at Dec. 31, 2019 | 9,993.6 | $ 2 | 7,877.2 | $ (807.1) | 3,267 | (382.6) | 37.1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 197 | ||||||
Other comprehensive income (loss), net of tax | (155.2) | ||||||
Ending Balance (in shares) at Jun. 30, 2020 | 226.9 | 36.6 | |||||
Ending Balance at Jun. 30, 2020 | 9,880.6 | $ 2 | 7,871.7 | $ (909.3) | 3,419 | (537.8) | 35 |
Beginning Balance (in shares) at Mar. 31, 2020 | 226.9 | 36.7 | |||||
Beginning Balance at Mar. 31, 2020 | 9,797.7 | $ 2 | 7,875 | $ (910.2) | 3,355.6 | (560.6) | 35.9 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cash dividends | (23.4) | (23.4) | |||||
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax (in shares) | 0.1 | ||||||
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | 0.3 | (0.6) | $ 0.9 | ||||
Stock based compensation | (2.7) | (2.7) | |||||
Net income (loss) | 85.8 | 86.8 | (1) | ||||
Other comprehensive income (loss), net of tax | 22.8 | 22.8 | |||||
Other owner changes | 0.1 | 0.1 | |||||
Ending Balance (in shares) at Jun. 30, 2020 | 226.9 | 36.6 | |||||
Ending Balance at Jun. 30, 2020 | $ 9,880.6 | $ 2 | $ 7,871.7 | $ (909.3) | $ 3,419 | $ (537.8) | $ 35 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||
Cash dividends, per share (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 |
Business
Business | 6 Months Ended |
Jun. 30, 2020 | |
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 locomotives, value-added, technology-based equipment, systems and services for the global freight rail and passenger transit industries. Our highly engineered products, which are intended to enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight cars, passenger transit cars and buses around the world. Our products enhance safety, improve productivity and reduce maintenance costs for customers, and many of our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles. Wabtec is a global company with operations in over 50 countries and our products can be found in more than 100 countries throughout the world. In the first six months of 2020, approximately 56% of the Company’s revenues came from customers outside the United States. On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus, known as COVID-19, as a global pandemic. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Our top concern is, and remains, the health and well-being of our employees around the world. To date, COVID-19 has surfaced in nearly all regions around the world and has impacted our sales channels, supply chain, manufacturing operations, workforce, and other key aspects of our operations. The outbreak and preventive measures taken to help curb the spread, including temporary plant closures in China, India, Italy and other countries where outbreaks and stay-at-home orders were most prevalent, had an adverse impact on our operations and business results for the first six months of 2020. |
Accounting Policies
Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
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 particularly in light of the rapidly evolving COVID-19 pandemic that is impacting our sales channels, supply chain, manufacturing operations, workforce, or other key aspects of our operations and the high degree of uncertainty regarding the pandemic's duration and severity, actions to control it, and the potential impact on global economic activity, global supply chain operations and our customers, suppliers, and end-markets. 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, 2019. The December 31, 2019 information has been derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Reclassifications Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation. Use of Estimates The preparation of financial statements in conformity with GAAP in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates. Revenue Recognition A majority of the Company’s revenues are derived from performance obligations that are satisfied at a point in time when control passes to the customer. The remaining revenues are earned over time. Generally, for performance obligations satisfied at a point in time control passes at the time of shipment in accordance with agreed upon delivery terms. The Company also has long-term customer agreements involving the design and production of highly engineered products that require revenue to be recognized over time because these products have no alternative use without significant economic loss and the agreements contain an enforceable right to payment including a reasonable profit margin from the customer in the event of contract termination. Additionally, the Company has customer agreements involving the creation or enhancement of an asset that the customer controls which also require revenue to be recognized over time. Generally, the Company uses an input method for determining the amount of revenue, cost and gross margin to recognize over time for these customer agreements. The input methods used for these agreements include costs of material and labor, both of which give an accurate representation of the progress made toward complete satisfaction of a particular performance obligation. Contract revenues and cost estimates are reviewed and revised periodically through the year 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 $108.1 million at June 30, 2020 and $109.4 million at December 31, 2019, 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 does not consider unbilled amounts anticipated to be paid within one year as significant financing components. Contract liabilities include customer deposits that are made prior to the incurrence of costs related to a newly agreed upon contract and advanced customer payments that are in excess of revenue recognized. The current portion of contract liabilities are classified as current liabilities under the caption “Customer Deposits” while the noncurrent contract liabilities are classified as noncurrent liabilities under the caption "Other Long-Term Liabilities" on the consolidated balance sheet. Noncurrent contract liabilities were $61.3 million at June 30, 2020 and $77.0 million at December 31, 2019. 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 $96.7 million and $118.5 million at June 30, 2020 and December 31, 2019, 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 process where management reviews the progress of long term-projects periodically throughout the year. As part of this process, management reviews information including key contract matters, progress towards completion, identified risks and opportunities and any other information that could impact the Company’s estimates of revenue and costs. After completing this analysis, any adjustments to net sales, cost of goods sold, and the related impact to operating income are recognized as necessary in the period they become known. Generally, the Company’s revenue contains a single performance obligation for each distinct good; however, a single contract may have multiple performance obligations comprising multiple promises to customers. When there are multiple performance obligations, revenue is allocated based on the relative stand-alone selling price. Pricing is defined in our contracts on a line item basis and includes an estimate of variable consideration when required by the terms of the individual customer contract. Types of variable consideration the Company typically has include volume discounts, prompt payment discounts, liquidating damages, and performance bonuses. Sales returns and allowances are also estimated and recognized in the same period the related revenue is recognized, based upon the Company’s experience. Remaining performance obligations represent the transaction price of firm customer orders subject to standard industry cancellation provisions and substantial scope-of-work adjustments. As of June 30, 2020, the Company's remaining performance obligations were $20.5 billion. The Company expects to recognize revenue of approximately 25% of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter. Revolving Receivables Program In May 2020, the Company entered into a revolving agreement to transfer up to $150.0 million of certain receivables of certain subsidiaries of the Company (the "Originators") through our bankruptcy-remote subsidiary to a financial institution on a recurring basis in exchange for cash equal to the gross receivables transferred. As customers pay their balances, we transfer additional receivables into the program, resulting in our gross receivables sold exceeding net cash flow impacts (e.g., collect and reinvest). Our bankruptcy-remote subsidiary holds additional receivables of $164.7 million at June 30, 2020 that are pledged as collateral under this agreement. The transfers are recorded at fair value of the proceeds received and obligations assumed less derecognized receivables. No obligation was recorded at June 30, 2020 as the estimated expected credit losses on receivables sold is insignificant. Our maximum exposure to loss related to these receivables transferred is limited to the amount outstanding. The Company has agreed to guarantee the performance of the Originators respective obligations under the revolving agreement. None of the Company, the Originators, nor the bankruptcy remote subsidiary guarantees the collectability of the receivables under the revolving agreements. The following table sets forth a summary of receivables sold: In millions Three months ended June 30, 2020 Gross receivables sold/cash proceeds received $ 293.9 Collections reinvested under revolving agreement 193.9 Net cash proceeds received (remitted) $ 100.0 Depreciation Expense Depreciation of property, plant and equipment related to the manufacturing of products or services provided is included in Cost of Goods Sold or Cost of Services. Depreciation of other property, plant and equipment that is not attributable to the manufacturing of products or services provided is included in Selling, General and Administrative Expenses or Engineering Expense to the extent the property, plant, and equipment is used for research and development purposes. Goodwill and Intangibles Assets Goodwill and other intangible assets with indefinite lives are not amortized. Other intangibles (with definite lives) are amortized on a straight-line basis over their estimated economic lives. Amortizable intangible assets are reviewed for impairment when indicators of impairment are present. The Company tests goodwill and indefinite-lived intangible assets for impairment at the reporting unit level and at least annually. The Company has identified three reporting units for purposes of testing goodwill for impairment. Two reporting units exist within the freight segment and the transit segment is also a reporting unit. The Company performs its annual impairment test during the fourth quarter after the annual forecasting process is completed, and also tests for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Periodically, management of the Company assesses whether or not an indicator of impairment is present that would necessitate an impairment analysis be performed. As a result of the COVID-19 pandemic and the uncertainty surrounding the global economy, the Company's stock price was highly volatile during the first six months of 2020. The Company considered the Company's stock price volatility combined with overall macroeconomic conditions and concluded that it was not more likely than not that the fair value of its three reporting units declined below their carrying value and therefore an interim quantitative impairment test was not required during the first six months of 2020. The present uncertainty surrounding the global economy due to the COVID-19 pandemic increases the likelihood that adverse changes could occur in key assumptions used to determine the fair value of reporting units like sales estimates, cost factors, discount rates and stock price resulting in interim quantitative goodwill impairment tests and non-cash goodwill impairments in future periods. Also, as a result of the COVID-19 pandemic the Company reviewed indefinite-lived tradename intangible assets and concluded that it was not more likely than not that the fair value of such tradename assets were below their carrying value. However, uncertainty surrounding the impact of the COVID-19 pandemic increases the likelihood that adverse changes in key assumptions used to determine the fair value of indefinite-lived intangibles like sales estimates or discount rates could result in interim quantitative tradename impairments tests and non-cash tradename impairments in future periods. Additionally, uncertainty around the current macroeconomic environment could result in changes to the Company’s marketing and branding strategy which also could impact the carrying value or estimated useful lives of the Company’s tradenames. 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 currency exchange rates and interest rates on earnings and cash flow. For further information regarding financial derivatives and hedging activities, refer to Notes 13 and 14. 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 Accounting Standards Codification ("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. Recently Issued Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes.” The amendments in this update simplify the accounting for certain income tax transactions by removing specific exceptions to the general principles in Topic 740, Income Taxes. This guidance is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements. Recently Adopted Accounting Pronouncements In June 2016, FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." This updated guidance sets forth a current expected credit loss model based on expected losses. Under this model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable a loss has been incurred. This guidance became effective for the Company on January 1, 2020. The Company adopted this accounting standard at the beginning of the period. The impact of adopting the new standard was not material to the consolidated statement of income or the consolidated balance sheet. In January 2017, FASB issued 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. This guidance became effective for the Company on January 1, 2020. The adoption of this guidance had no impact on the Company, however, the amendments in this update could result in a change to 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 unit's carrying value exceeds its fair value. In March 2020, the SEC amended Rules 3-10 and 3-16 of Regulation S-X regarding financial disclosure requirements for registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. This new guidance narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those statements. The final rule also allows for simplified disclosures to be included within Management’s Discussion and Analysis. This rule is effective January 4, 2021 with early adoption permitted. The Company elected to early adopt this rule during the three months ended June 30, 2020. 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 six months ended June 30, 2020 are as follows: In millions Foreign Derivative Pension and Total Balance at December 31, 2019 $ (308.6) $ (3.3) $ (70.7) $ (382.6) Other comprehensive loss before reclassifications (152.2) (0.8) (3.7) (156.7) Amounts reclassified from accumulated other comprehensive income — — 1.5 1.5 Net current period other comprehensive income (loss) (152.2) (0.8) (2.2) (155.2) Balance at June 30, 2020 $ (460.8) $ (4.1) $ (72.9) $ (537.8) Reclassifications out of accumulated other comprehensive income (loss) for the three months ended June 30, 2020 are as follows: In millions Amount reclassified from Affected line item in the Amortization of defined benefit plan items Amortization of initial net obligation and prior service cost $ (0.4) Other income (expense), net Amortization of net loss 1.4 Other income (expense), net 1.0 Other income (expense), net (0.3) Income tax expense $ 0.7 Net income Reclassifications out of accumulated other comprehensive income (loss) for the six months ended June 30, 2020 are as follows: In millions Amount reclassified from Affected line item in the Amortization of defined benefit plan items Amortization of initial net obligation and prior service cost $ (0.7) Other income (expense), net Amortization of net loss 2.7 Other income (expense), net 2.0 Other income (expense), net (0.5) Income tax expense $ 1.5 Net income The changes in accumulated other comprehensive loss by component, net of tax, for the six months ended June 30, 2019 are as follows: In millions Foreign Derivative Pension and Total Balance at December 31, 2018 $ (202.2) $ (0.1) $ (54.3) $ (256.6) Other comprehensive loss before reclassifications (27.7) (3.1) (2.9) (33.7) Amounts reclassified from accumulated other comprehensive income — — 1.1 1.1 Net current period other comprehensive income (loss) (27.7) (3.1) (1.8) (32.6) Balance at June 30, 2019 $ (229.9) $ (3.2) $ (56.1) $ (289.2) Reclassifications out of accumulated other comprehensive loss for the three months ended June 30, 2019 are as follows: In millions Amount reclassified from Affected line item in the Amortization of defined benefit plan items Amortization of initial net obligation and prior service cost $ (0.4) Other income (expense), net Amortization of net loss 1.1 Other income (expense), net 0.7 Other income (expense), net (0.2) Income tax expense $ 0.5 Net income Reclassifications out of accumulated other comprehensive loss for the six months ended June 30, 2019 are as follows: In millions Amount reclassified from Affected line item in the Amortization of defined benefit plan items Amortization of initial net obligation and prior service cost $ (0.7) Other income (expense), net Amortization of net loss 2.2 Other income (expense), net 1.5 Other income (expense), net (0.4) Income tax expense $ 1.1 Net income |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2020 | |
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, including the equity interests of certain pre-Transaction subsidiaries of GE that composed 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. Following this issuance of additional SpinCo common stock to GE, and immediately prior to the Distribution (as defined below), 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 stockholders (the "Distribution"). Immediately after the Distribution, Merger Sub merged with and into SpinCo (the "Merger"), 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 February 25, 2019, 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% held by GE directly in shares of Wabtec common stock and 15% underlying the shares of Wabtec convertible preferred stock 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. 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), and Direct Sale Purchaser, which also is Wabtec’s wholly owned subsidiary, 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 and SpinCo, directly or through 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. On August 9, 2019, GE completed a sale of the remaining shares of Series A Preferred Stock outstanding which converted to approximately 3,515,500 shares of common stock, as well as 16,969,656 shares of common stock owned directly by GE. Finally, on September 12, 2019, GE completed a sale of all of its remaining shares of common stock of Wabtec, approximately 2,048,515 shares. In conjunction with these secondary offerings, the Company waived the requirements under the shareholders agreement for GE to maintain certain ownership levels of Wabtec's stock following the closing date of the Merger. The Company did not receive any proceeds from the sale of any 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 acquisition of GE Transportation. 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 acquisition of GE Transportation. The total value of the consideration paid, and to be paid, by Wabtec in the acquisition 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 consideration is based on the Company’s closing share price of $73.36 on February 22, 2019 and the fair value of the contingent consideration. The fair values of the assets acquired and liabilities assumed were determined using the income, cost and market approaches. Discounted cash flow models were used to estimate the fair values of acquired contract backlog, customer relationships, intellectual property intangibles, and below-market customer contracts liabilities. The fair value measurements were primarily based on significant inputs that are not observable in the market and are considered Level 3. The noncontrolling interest includes equity interests in GE Transportation'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 GE Transportation Brazil operations were measured using a Level 1 input. In April 2019, the Company acquired the noncontrolling interest in GE Transportation'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 final fair value of the GE Transportation assets acquired and liabilities assumed: In millions Assets acquired Cash and cash equivalents $ 177.2 Accounts receivable 541.3 Inventories 1,189.7 Other current assets 71.5 Property, plant, and equipment 1,088.6 Goodwill 5,978.0 Trade names 55.0 Customer relationships 550.0 Intellectual property 1,180.0 Backlog 1,450.0 Other noncurrent assets 321.2 Total assets acquired 12,602.5 Liabilities assumed Current liabilities 1,594.2 Contingent consideration 440.0 Other noncurrent liabilities 661.0 Total liabilities assumed 2,695.2 Net assets acquired 9,907.3 Noncontrolling interest $ 88.3 The revisions to the initial estimates were based on information that existed at 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 approximately $524.6 million of customer contracts whose terms are unfavorable compared to market terms at the date of consummation of the GE Transportation 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, and assembled workforce, that are expected to be achieved as a result of the consummation of the acquisition of GE Transportation. A majority of the purchased goodwill is deductible for tax purposes. The goodwill has been allocated to the Freight segment. Costs related to the acquisition and integration of GE Transportation were approximately $21.6 million for the six months ended June 30, 2020 and are included in selling, general and administrative expenses on the consolidated statements of income. The Company also made smaller acquisitions not listed above which are individually and collectively immaterial. The following unaudited pro forma consolidated financial information presents income statement results as if the GET acquisition listed above had occurred on January 1, 2019: Three Months Ended Three Months Ended Six Months Ended Six Months Ended In millions, except per share data Net sales $ 1,737.4 $ 2,236.3 $ 3,667.3 $ 4,305.5 Gross profit 486.7 614.7 1,065.4 1,069.0 Net income attributable to Wabtec shareholders 86.8 104.1 198.4 50.4 Diluted earnings per share As Reported $ 0.46 $ 0.54 $ 1.04 $ 0.61 Pro forma $ 0.46 $ 0.54 $ 1.04 $ 0.26 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES The components of inventory, net of reserves, were: In millions June 30, December 31, Raw materials $ 724.6 $ 786.4 Work-in-progress 414.8 374.0 Finished goods 660.1 612.7 Total inventories $ 1,799.5 $ 1,773.1 |
Intangibles
Intangibles | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | INTANGIBLES The change in the carrying amount of goodwill by segment for the six months ended June 30, 2020 is as follows: In millions Freight Segment Transit Segment Total Balance at December 31, 2019 $ 6,876.6 $ 1,484.0 $ 8,360.6 Additions / opening balance sheet adjustments (3.5) — (3.5) Foreign currency impact (36.8) (10.4) (47.2) Balance at June 30, 2020 $ 6,836.3 $ 1,473.6 $ 8,309.9 As of June 30, 2020 and December 31, 2019, the Company’s trade names had a net carrying amount of $614.3 million and $623.1 million, respectively. The Company believes these intangibles have indefinite lives, with the exception of the right to use the GE Transportation trade name, to which the Company has assigned a useful life of 5 years. Intangible assets of the Company, other than goodwill and trade names, consist of the following: In millions June 30, December 31, Intellectual property, patents, and other intangibles, net of accumulated amortization of $173.1 and $123.8 $ 1,058.4 $ 1,108.9 Backlog, net of accumulated amortization of $149.2 and $92.0 1,277.4 1,342.1 Customer relationships, net of accumulated amortization of $236.5 and $212.9 985.3 1,029.9 Total $ 3,321.1 $ 3,480.9 The weighted average remaining useful life of backlog, intellectual property, customer relationships and other intangibles were 13 years, 12 years, 17 years and 9 years, respectively. The backlog intangible primarily consists of in-place long-term service agreements acquired by the Company in conjunction with the acquisition of GE Transportation. Amortization expense for intangible assets was $72.3 million and $141.3 million for the three and six months ended June 30, 2020 and $66.0 million and $93.4 million for the three and six months ended June 30, 2019, respectively. Amortization expense for the five succeeding years is estimated to be as follows: In millions Remainder of 2020 $ 139.8 2021 277.7 2022 277.1 2023 276.7 2024 267.2 |
Contract Assets and Contract Li
Contract Assets and Contract Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
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 six months ended June 30, 2020 and 2019 is as follows: Contract Assets In millions 2020 2019 Balance at beginning of year $ 623.4 $ 345.6 Acquisitions 4.1 213.6 Recognized in current year 451.8 324.9 Reclassified to accounts receivable (519.1) (300.7) Foreign currency impact (6.2) (0.9) Balance at June 30, $ 554.0 $ 582.5 Contract Liabilities In millions 2020 2019 Balance at beginning of year $ 799.7 $ 444.8 Acquisitions 6.8 282.1 Recognized in current year 424.7 572.6 Amounts in beginning balance reclassified to revenue (333.9) (252.0) Current year amounts reclassified to revenue (107.5) (257.6) Foreign currency impact (12.0) (0.9) Balance at June 30, $ 777.8 $ 789.0 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | LEASES 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. Many of the Company's leases include rental escalation clauses, renewal options, and/or termination options that are factored into our determination of lease payments when appropriate. The Company does not separate lease and non-lease components 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. The Company has established discount rates by geographic region ranging from 1.0% to 12.3%. The components of lease expense are as follows: Three Months Ended June 30, Six Months Ended June 30, In millions 2020 2019 2020 2019 Operating lease expense $ 14.1 $ 13.4 $ 28.8 $ 26.8 Finance lease expense amortization of leased assets 0.3 0.3 0.6 0.5 Short-term and variable lease expense — 0.2 0.1 0.3 Sublease income (0.1) (0.1) (0.2) (0.3) Total $ 14.3 $ 13.7 $ 29.3 $ 27.3 Scheduled payments of lease liabilities are as follows: In millions Operating Leases Finance Total Remaining 2020 $ 27.7 $ 0.3 $ 28.0 2021 48.9 0.3 49.2 2022 41.7 0.2 41.9 2023 35.5 0.2 35.7 2024 31.0 0.1 31.1 Thereafter 93.1 0.2 93.3 Total lease payments 277.9 1.3 279.2 Less: Present value discount (26.3) — (26.3) Present value lease liabilities $ 251.6 $ 1.3 $ 252.9 The following table summarizes the remaining lease term and discount rate assumptions used to develop the present value of lease liabilities: June 30, 2020 Weighted-average remaining lease term (years) Operating leases 7.5 Finance leases 4.5 Weighted-average discount rate Operating leases 3.0 % Finance leases 1.5 % |
Leases | LEASES 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. Many of the Company's leases include rental escalation clauses, renewal options, and/or termination options that are factored into our determination of lease payments when appropriate. The Company does not separate lease and non-lease components 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. The Company has established discount rates by geographic region ranging from 1.0% to 12.3%. The components of lease expense are as follows: Three Months Ended June 30, Six Months Ended June 30, In millions 2020 2019 2020 2019 Operating lease expense $ 14.1 $ 13.4 $ 28.8 $ 26.8 Finance lease expense amortization of leased assets 0.3 0.3 0.6 0.5 Short-term and variable lease expense — 0.2 0.1 0.3 Sublease income (0.1) (0.1) (0.2) (0.3) Total $ 14.3 $ 13.7 $ 29.3 $ 27.3 Scheduled payments of lease liabilities are as follows: In millions Operating Leases Finance Total Remaining 2020 $ 27.7 $ 0.3 $ 28.0 2021 48.9 0.3 49.2 2022 41.7 0.2 41.9 2023 35.5 0.2 35.7 2024 31.0 0.1 31.1 Thereafter 93.1 0.2 93.3 Total lease payments 277.9 1.3 279.2 Less: Present value discount (26.3) — (26.3) Present value lease liabilities $ 251.6 $ 1.3 $ 252.9 The following table summarizes the remaining lease term and discount rate assumptions used to develop the present value of lease liabilities: June 30, 2020 Weighted-average remaining lease term (years) Operating leases 7.5 Finance leases 4.5 Weighted-average discount rate Operating leases 3.0 % Finance leases 1.5 % |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Long-term debt consisted of the following: Effective June 30, 2020 December 31, 2019 In millions Interest Rate Book Value Fair Value 1 Book Value Fair Value 1 Senior Credit and 364 Day Facilities: U.S. dollar-denominated Term Loans, net of unamortized debt issuance costs of $1.7 and $1.1 2.0 % 953.1 953.1 684.7 684.7 Multi-Currency Revolving loan facility net of unamortized debt issuance costs of $1.4 and $0.9 1.6 % — — 231.5 231.5 Floating Senior Notes, due 2021, net of unamortized debt issuance costs of $1.4 and $2.0 2.3 % 498.6 492.9 498.0 500.0 4.375% Senior Notes, due 2023, net of unamortized discount and debt issuance costs of $0.8 and $0.9 4.5 % 249.2 253.4 249.1 263.9 4.15% Senior Notes, due 2024, net of unamortized debt issuance costs of $5.0 and $5.7 4.6 % 745.0 788.8 744.3 805.5 3.45% Senior Notes, due 2026, net of unamortized debt issuance costs of $1.4 and $1.5 3.5 % 748.6 769.6 748.5 759.1 4.70% Senior Notes, due 2028, net of unamortized debt issuance costs of $8.7 and $9.2 5.0 % 1,241.3 1,385.2 1,240.8 1,378.3 Other Borrowings 30.0 30.0 32.4 32.4 Total 4,465.8 4,673.0 4,429.3 4,655.4 Less - current portion 697.1 95.7 Long-term portion $ 3,768.7 $ 4,333.6 1. See Note 14 for information on the fair value measurement of the Company's long-term debt. For those debt securities that have a premium or discount at the time of issuance, the Company amortizes the amount through interest expense based on the maturity date or the first date the holders may require the Company to repurchase the debt securities, if applicable. A premium would result in a decrease in interest expense, and a discount would result in an increase in interest expense in future periods. Additionally, the Company has debt issuance costs related to certain financing transactions which are also amortized through interest expense. As of June 30, 2020 and December 31, 2019, the Company had total unamortized debt issuance costs of $20.4 million and $21.3 million, respectively. At June 30, 2020, the weighted average interest rate on the Company’s variable rate debt was 2.0%. Credit Facilities Senior Credit Facility On June 8, 2018, the Company entered into a credit agreement ("Senior Credit Facility"), which replaced the Company's then-existing credit agreement. The Senior Credit Facility is with a syndicate of lenders and provides for borrowings consisting of (i) term loans denominated in euros and U.S. dollars ("Term Loans"); and (ii) a multi-currency revolving loan facility, providing for an equivalent in U.S. dollars of up to $1,200.0 million in multi-currency revolving loans (inclusive of swingline loans of up to $75.0 million and letters of credit of up to $450.0 million (the "Revolving Credit Facility")). The Revolving Credit Facility will mature on June 8, 2023. Under the Senior Credit Facility, we can elect to receive advances bearing interest based on either the ABR rate or the LIBOR rate (each as defined in the Senior Credit Facility) plus an applicable margin that is determined based on our credit ratings or the Company’s Leverage. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type. The obligations under the Senior Credit Facility are guaranteed by Wabtec and certain of Wabtec’s U.S. subsidiaries, as guarantors. The Company has agreed that, so long as any lender has any commitment under the Senior Credit Facility, any letter of credit is outstanding under the Senior Credit Facility, or any loan or other obligation is outstanding under the Senior Credit Facility, it will maintain the following as of the end of each fiscal quarter or the period of four quarters then ended: Interest Coverage Ratio 1 3.0x Leverage Ratio 2 3.25x 1. The interest coverage ratio is defined as EBITDA, as defined in the Senior Credit Facility, to net interest expense for the four quarters then ended. 2. The leverage ratio is defined as net debt as of the last day of such fiscal quarter to EBITDA, as defined in the Senior Credit Facility, for the four quarters then ended. The Leverage Ratio temporarily increases for four quarters following major acquisitions. Subsequent to the GE Transportation acquisition, the leverage ratio was temporarily increased to 3.5x for the first and second quarters of 2020. The Company was in compliance with all of our covenants in the Senior Credit Facility as of June 30, 2020. 364 Day Facility On April 10, 2020 the Company entered into a new $600 million 364 day credit facility (“364 Day Facility”) maturing April 2021 with a group of banks which includes a $144.0 million revolving credit facility and a $456.0 million term loan. The agreement calls for interest at either a LIBOR-based rate, or a rate based on the prime lending rate of the agent bank, at the Company’s option. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type and substantially similar to our existing Senior Credit Facility. On June 12, 2020 the Company amended this 364 Day Facility maturity to July 9, 2021. The Company was in compliance with all of our covenants in the 364 Day Facility as of June 30, 2020. The obligations under the 364 Day Facility are guaranteed by certain of the Company's U.S. subsidiaries, as guarantors. The following table presents availability under the Revolving Facilities: (in millions) Revolving Credit Facility 364 Day Revolver Maximum Availability $ 1,200.0 $ 144.0 Outstanding Borrowings — — Letters of Credit Under Revolving Facility 32.3 — Current Availability $ 1,167.7 $ 144.0 Senior Notes The "Senior Notes" comprise our Floating Rate Senior Notes due 2021, 4.375% Senior Notes due 2023, 4.15% Senior Notes due 2024, 3.45% Senior Notes due 2026 and 4.70% Senior Notes due 2028. Interest on the floating rate Senior Notes is payable quarterly. Interest is payable semi-annually on all other Senior Notes. The Company may redeem each series of the notes at any time in whole or from time to time in part in accordance with the provisions of the indenture, under which such series of notes was issued. Each of the Senior Notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest (other than the floating rate notes, which are redeemable at a redemption price of 100% of the principal amount). 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 indentures under which the Senior Notes were issued contain covenants and restrictions which limit, subject to certain exceptions, certain sale and leaseback transactions with respect to principal properties, the incurrence of secured debt without equally and ratably securing the Senior Notes, and certain merger and consolidation transactions. The covenants do not require the Company to maintain any financial ratios or specified levels of net worth or liquidity. The Company is in compliance with the restrictions and covenants in the indentures under which the Senior Notes were issued and expects that these restrictions and covenants will not be a limiting factor in executing our operating activities. Subsequent Events Subsequent to the end of the quarter the Company issued $500.0 million of 3.20% Senior Notes due in 2025 (the “2025 Notes”). The 2025 Notes were issued at 99.892% of face value. Interest on the 2025 Notes accrues at a rate of 3.20% per annum and is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2020. The proceeds were used to prepay the Floating Senior Notes due 2021. The Company incurred $1.5 million of deferred financing costs related to the issuance of the 2025 Notes. The Floating Senior Notes due 2021 are classified as Current portion of long-term debt on the consolidated balance sheet at June 30, 2020 and were repaid on July 2, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION As of June 30, 2020, the Company maintains employee stock-based compensation plans for stock options, restricted stock, and incentive stock units as governed by the 2011 Stock Incentive Compensation Plan, as amended and restated (the “2011 Plan”) and the 2000 Stock Incentive Plan, as amended (the “2000 Plan”). The 2011 Plan has a term through May 15, 2030 and provides a maximum of 9,100,000 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 15, 2020. The Company also maintains a 1995 Non-Employee Directors’ Fee and Stock Option Plan as amended and restated (“the Directors Plan”). Stock-based compensation recognized was $1.6 million of income and $15.8 million of expense for the three months ended June 30, 2020 and 2019, respectively. Stock-based compensation expense was $5.7 million and $24.3 million for the six months ended June 30, 2020 and 2019, respectively. At June 30, 2020, unamortized compensation expense related to stock options, non-vested restricted shares and incentive stock units expected to vest totaled $46.4 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 and after 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 six months ended June 30, 2020: Options Weighted Weighted Aggregate Outstanding at December 31, 2019 588,024 $ 63.36 5.7 $ 8.5 Granted 131,556 78.33 Exercised (11,440) 37.84 Canceled (16,712) 74.11 Outstanding at June 30, 2020 691,428 66.37 6.1 3.2 Exercisable at June 30, 2020 443,157 52.68 4.9 3.2 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: Six Months Ended 2020 2019 Dividend yield 0.60 % 0.66 % Risk-free interest rate 1.56 % 2.61 % Stock price volatility 27.9 % 25.8 % 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 three 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 June 30, 2020, the Company estimates that it will achieve 48%, 44% and 100% for the incentive stock awards expected to vest based on performance for the three-year periods ending December 31, 2020, 2021, and 2022, respectively, and has recorded incentive compensation expense accordingly. If the estimate of the number of these incentive stock units expected to vest changes in a future accounting period, cumulative compensation expense could increase or decrease 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 six months ended June 30, 2020: Restricted Incentive Weighted Outstanding at December 31, 2019 791,031 572,002 $ 73.64 Granted 216,242 238,818 77.02 Vested (276,018) (147,069) 76.84 Adjustment for incentive stock awards expected to vest — (256,627) 71.49 Canceled (42,306) (30,850) 71.76 Outstanding at June 30, 2020 688,949 376,274 74.46 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The overall effective tax rate was 24.9% and 25.2% for the three and six months ended June 30, 2020 respectively and 28.7% and 37.7% for the three and six months ended June 30, 2019, respectively. The decrease in the effective rate is primarily the result of non-deductible transaction related expenses incurred during the six months ended June 30, 2019 as a result of the GE Transportation acquisition and an increase in the estimated liabilities resulting from provisions of the Tax Cuts and Jobs Act that did not recur in 2020. As of June 30, 2020, the liability for income taxes associated with uncertain tax positions was $12.6 million, of which $12.6 million, if recognized, would favorably affect the Company’s effective income tax rate. As of December 31, 2019, the liability for income taxes associated with unrecognized tax benefits was $17.2 million, of which $17.2 million, if recognized, would favorably affect the Company's effective tax rate. At this time, the Company believes it is reasonably possible that unrecognized tax benefits of approximately $2.9 million may change within the next 12 months due to the expiration of statutory review periods and current examinations. In response to the COVID-19 pandemic, legislation concerning taxes was passed during the six months ended June 30, 2020. While we are continuing to assess the impact of the legislation on our tax planning strategies, we do not expect there to be a material impact to our consolidated financial statements at this time. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
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 millions, except per share data 2020 2019 Numerator Numerator for basic and diluted earnings per common share - net income $ 86.8 $ 104.1 Less: dividends declared - common shares (22.8) (22.5) Undistributed earnings 64.0 81.6 Percentage allocated to common shareholders (1) 99.7 % 99.7 % 63.8 81.4 Add: dividends declared - common shares 22.8 22.5 Less: dividends declared - preferred shares — (0.4) Numerator for basic earnings per 86.6 103.5 Add: dividends declared - preferred shares — 0.4 Numerator for diluted earnings per 86.6 103.9 Denominator Denominator for basic earnings per common share - weighted average shares 189.8 177.3 Effect of dilutive securities: Assumed conversion of preferred shares — 13.7 Assumed conversion of dilutive stock-based 0.4 0.4 Denominator for diluted earnings per common share adjusted weighted average shares and assumed conversion 190.2 191.5 Net income attributable to Wabtec Basic $ 0.46 $ 0.58 Diluted $ 0.46 $ 0.54 (1) Basic weighted-average common shares outstanding 189.8 177.3 Basic weighted-average common shares outstanding and 190.3 177.9 Percentage allocated to common shareholders 99.7 % 99.7 % Six Months Ended In millions, except per share data 2020 2019 Numerator Numerator for basic and diluted earnings per common share - net income $ 198.4 $ 99.7 Less: dividends declared - common shares (45.8) (34.2) Undistributed earnings 152.6 65.5 Percentage allocated to common shareholders (1) 99.7 % 99.7 % 152.1 65.3 Add: dividends declared - common shares 45.7 34.1 Less: dividends declared - preferred shares — (0.4) Numerator for basic earnings per 197.8 99.0 Add: dividends declared - preferred shares — 0.4 Numerator for diluted earnings per 197.8 99.4 Denominator Denominator for basic earnings per common 190.3 149.6 Effect of dilutive securities: Assumed conversion of preferred shares — 12.2 Assumed conversion of dilutive stock-based 0.5 0.4 Denominator for diluted earnings per common share adjusted weighted average shares and assumed conversion 190.8 162.2 Net income attributable to Wabtec Basic $ 1.04 $ 0.66 Diluted $ 1.04 $ 0.61 (1) Basic weighted-average common shares outstanding 190.3 149.6 Basic weighted-average common shares outstanding and 190.8 150.0 Percentage allocated to common shareholders 99.7 % 99.7 % |
Warranties
Warranties | 6 Months Ended |
Jun. 30, 2020 | |
Product Warranties Disclosures [Abstract] | |
Warranties | WARRANTIES The following table reconciles the changes in the Company’s product warranty reserve as follows: In millions 2020 2019 Balance at beginning of year $ 267.7 $ 153.7 Acquisitions 4.3 97.5 Warranty expense 54.7 65.8 Warranty claim payments (66.1) (60.6) Foreign currency impact/other (2.1) (0.4) Balance at June 30 $ 258.5 $ 256.0 |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Hedging | DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING Hedging Activities In the normal course of business, we are exposed to interest rate, commodity price and foreign currency exchange rate fluctuations. At times, we mitigate these risk exposures through the use of derivatives such as cross-currency swaps, foreign currency forward contracts, interest rate swaps, commodity forwards and futures. In accordance with our policy, derivatives are only used for hedging purposes. We do not use derivatives for trading or speculative purposes. Foreign Currency Exchange Risk The Company uses forward contracts to 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 gains 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 and six months ended June 30, 2020 and 2019, the amounts reclassified into income were not material. The Company has established revenue hedging, balance sheet risk management and net investment hedging programs to protect against volatility of future foreign currency cash flows and changes in fair value caused by volatility in foreign exchange rates. We conduct our business worldwide in U.S. dollars and the functional currencies of our foreign subsidiaries, including Euro, Indian rupee, British pound sterling, Australian dollars and several other foreign currencies. Changes in foreign currency exchange rates could have a material adverse impact on our financial results that are reported in U.S. dollars. We are also exposed to foreign currency exchange rate risk related to our foreign subsidiaries, including intercompany loans denominated in non-functional currencies and net purchases and sales in non-functional currencies. We have certain foreign currency exchange rate risk management programs that use foreign currency forward contracts and cross-currency swaps. These forward contracts and cross-currency swaps are generally used to offset the potential income statement effects from intercompany loans denominated in non-functional currencies. In addition, 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. These programs mitigate but do not entirely eliminate foreign currency exchange rate risk. 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 gains 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 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 loss related to these contracts was $0.4 million for the six months ended June 30, 2020. 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 June 30, 2020: Fair Value Gross Notional Amount In millions Designated Non-Designated Designated Non-Designated Foreign Exchange Contracts Other current assets $ 7.9 $ 1.9 $ 2,000.7 $ 311.5 Other current liabilities — — — — Cross-currency Swaps Other current liabilities (9.3) — 560.9 — Total $ (1.4) $ 1.9 $ 2,561.6 $ 311.5 The following table summarizes the gross notional amounts and fair values of the designated and non-designated hedged discussed in the above sections as of December 31, 2019: Fair Value Gross Notional Amount In millions Designated Non-Designated Designated Non-Designated Foreign Exchange Contracts Other current assets $ 11.2 $ 1.4 $ 920.0 $ 403.0 Other current liabilities (9.8) — 1,184.6 — Cross-currency Swaps Other current liabilities (9.4) — 560.8 — Total $ (8.0) $ 1.4 $ 2,665.4 $ 403.0 Interest Rate Risk The Company may use interest rate swap contracts on certain investing and borrowing transactions to manage its net exposure to interest rate changes and to reduce its overall cost of borrowing. The Company does not use leveraged swaps and, in general, does not leverage any of its investment activities that would put principal capital at risk. For the six months ended June 30, 2020 the amounts reclassified into income were not material. Commodity Price Risk |
Fair Value Measurement and Fair
Fair Value Measurement and Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement and Fair Value of Financial Instruments | FAIR VALUE MEASUREMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value and explains the related disclosure requirements. ASC 820 indicates, among other things, that a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability and defines fair value based upon an exit price model. Valuation Hierarchy. ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2020 which are included in other current assets and liabilities on the Consolidated Balance sheet: Fair Value Measurements at June 30, 2020 Using Total Carrying Quoted Prices in Significant Other Significant In millions 2020 (Level 1) (Level 2) (Level 3) Foreign Exchange Contracts Other current assets $ 9.8 $ — $ 9.8 $ — Other current liabilities — — — — Cross-Currency Swap Agreement Other Current Liabilities 9.3 — 9.3 — 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
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 are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, in Note 20 therein, filed on February 24, 2020. During the first six months of 2020, 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, 2019, in Note 20 therein, filed on February 24, 2020. 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. 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 and implement the FRA's and PUC's previously undefined approval requirements; the FRA and PUC have both approved the 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 was scheduled to begin in May 2020 but was postponed until September 21, 2020. 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. On April 3, 2018, the Company and Knorr-Bremse AG entered into a consent decree with the United States Department of Justice resolving allegations that the Company and Knorr-Bremse AG had maintained unlawful agreements not to compete for each other’s employees. The allegations also related to Faiveley Transport before it was acquired by the Company in November 2016. No monetary fines or penalties were imposed on the Company. The Company elected to settle this matter with the Department of Justice to avoid the cost and distraction of litigation. Putative class action lawsuits thereafter were filed in several different federal district courts naming the Company and Knorr as defendants in connection with the allegations contained in the consent decree. A federal Multi-District Litigation (MDL) Panel consolidated the cases in the Western District of Pennsylvania, and on October 12, 2018, a consolidated class action complaint was filed in the Western District of PA with five named plaintiffs. On August 13, 2019, the Company was notified that co-defendant Knorr-Bremse settled with plaintiffs. On January 21, 2020, following Court-sponsored early mediation, the Company entered into a Memorandum of Understanding with plaintiffs, agreeing to settle all claims in the case. In March 2020, the Court issued preliminary approval of the agreed settlement terms and amount. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
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. Initiatives to integrate GE Transportation operations into Wabtec including recent restructuring programs announced in late 2019 resulted in changes to the Company's organizational structure and the financial reporting utilized by the Company's chief operating decision maker to assess performance and allocate resources; as a result, certain asset groups were reorganized from the Freight Segment to the Transit Segment and vice versa. The change in the Company’s reportable segments was effective in the fourth quarter of 2019 and is reflected below in 2020 and through the retrospective revision of 2019 segment information. The Company believes these changes better present Management's new view of the business. The Company’s business segments are: Freight Segment primarily builds new locomotives, manufactures and services components for new and existing freight cars and locomotives, rebuilds freight locomotives, supplies railway electronics, positive train control equipment, signal design and engineering services, and provides related heat exchange and cooling systems. Customers include large, publicly traded railroads, leasing companies, manufacturers of original equipment such as locomotives and freight cars, and utilities. 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 June 30, 2020 is as follows: In millions Freight Transit Corporate Total Sales to external customers $ 1,204.7 $ 532.7 $ — $ 1,737.4 Intersegment sales/(elimination) 12.9 6.1 (19.0) — Total sales $ 1,217.6 $ 538.8 $ (19.0) $ 1,737.4 Income (loss) from operations $ 141.5 $ 40.2 $ (22.3) $ 159.4 Interest expense and other, net — — (45.1) (45.1) Income (loss) from operations before income taxes $ 141.5 $ 40.2 $ (67.4) $ 114.3 Segment financial information for the three months ended June 30, 2019 is as follows: In millions Freight Transit Corporate Total Sales to external customers $ 1,526.3 $ 710.0 $ — $ 2,236.3 Intersegment sales/(elimination) 15.6 4.0 (19.6) — Total sales $ 1,541.9 $ 714.0 $ (19.6) $ 2,236.3 Income (loss) from operations $ 167.5 $ 62.6 $ (29.5) $ 200.6 Interest expense and other, net — — (56.4) (56.4) Income (loss) from operations before income taxes $ 167.5 $ 62.6 $ (85.9) $ 144.2 Segment financial information for the six months ended June 30, 2020 is as follows: In millions Freight Transit Corporate Total Sales to external customers $ 2,505.7 $ 1,161.6 $ — $ 3,667.3 Intersegment sales/(elimination) 25.4 15.2 (40.6) — Total sales $ 2,531.1 $ 1,176.8 $ (40.6) $ 3,667.3 Income (loss) from operations $ 303.2 $ 108.8 $ (35.3) $ 376.7 Interest expense and other, net — — (113.2) (113.2) Income (loss) from operations before income taxes $ 303.2 $ 108.8 $ (148.5) $ 263.5 Segment financial information for the six months ended June 30, 2019 is as follows: In millions Freight Transit Corporate Total Sales to external customers $ 2,441.8 $ 1,388.1 $ — $ 3,829.9 Intersegment sales/(elimination) 31.3 8.1 (39.4) — Total sales $ 2,473.1 $ 1,396.2 $ (39.4) $ 3,829.9 Income (loss) from operations $ 248.4 $ 122.5 $ (103.0) $ 267.9 Interest expense and other, net — — (109.1) (109.1) Income (loss) from operations before income taxes $ 248.4 $ 122.5 $ (212.1) $ 158.8 Sales by product line are as follows: Three Months Ended June 30, In millions 2020 2019 Freight Segment: Equipment $ 334.9 $ 531.4 Components 195.5 279.5 Digital Electronics 165.5 159.0 Services 508.8 556.4 Total Freight Segment sales $ 1,204.7 $ 1,526.3 Transit Segment: Original Equipment Manufacturer 227.3 335.6 Aftermarket 305.4 374.4 Total Transit Segment sales $ 532.7 $ 710.0 Six Months Ended June 30, In millions 2020 2019 Freight Segment: Equipment $ 742.9 $ 798.5 Components 415.9 574.7 Digital Electronics 339.1 280.8 Services 1,007.8 787.8 Total Freight Segment sales $ 2,505.7 $ 2,441.8 Transit Segment: Original Equipment Manufacturer 514.3 662.9 Aftermarket 647.3 725.2 Total Transit Segment sales $ 1,161.6 $ 1,388.1 |
Other Income (Expense), Net
Other Income (Expense), Net | 6 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), Net | OTHER INCOME (EXPENSE), NET The components of other income (expense), net are as follows: Three Months Ended Six Months Ended In millions 2020 2019 2020 2019 Foreign currency loss $ (0.3) $ (1.2) $ (14.1) $ (13.8) Equity income 2.0 1.1 1.1 2.0 Expected return on pension assets/amortization 2.3 1.8 4.7 5.2 Other miscellaneous income (expense) 2.3 0.4 (0.2) 0.5 Total other income (expense), net $ 6.3 $ 2.1 $ (8.5) $ (6.1) |
Accounting Policies (Policies)
Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 particularly in light of the rapidly evolving COVID-19 pandemic that is impacting our sales channels, supply chain, manufacturing operations, workforce, or other key aspects of our operations and the high degree of uncertainty regarding the pandemic's duration and severity, actions to control it, and the potential impact on global economic activity, global supply chain operations and our customers, suppliers, and end-markets. 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. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates. |
Revenue Recognition | Revenue Recognition A majority of the Company’s revenues are derived from performance obligations that are satisfied at a point in time when control passes to the customer. The remaining revenues are earned over time. Generally, for performance obligations satisfied at a point in time control passes at the time of shipment in accordance with agreed upon delivery terms. The Company also has long-term customer agreements involving the design and production of highly engineered products that require revenue to be recognized over time because these products have no alternative use without significant economic loss and the agreements contain an enforceable right to payment including a reasonable profit margin from the customer in the event of contract termination. Additionally, the Company has customer agreements involving the creation or enhancement of an asset that the customer controls which also require revenue to be recognized over time. Generally, the Company uses an input method for determining the amount of revenue, cost and gross margin to recognize over time for these customer agreements. The input methods used for these agreements include costs of material and labor, both of which give an accurate representation of the progress made toward complete satisfaction of a particular performance obligation. Contract revenues and cost estimates are reviewed and revised periodically through the year 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 $108.1 million at June 30, 2020 and $109.4 million at December 31, 2019, 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 does not consider unbilled amounts anticipated to be paid within one year as significant financing components. Contract liabilities include customer deposits that are made prior to the incurrence of costs related to a newly agreed upon contract and advanced customer payments that are in excess of revenue recognized. The current portion of contract liabilities are classified as current liabilities under the caption “Customer Deposits” while the noncurrent contract liabilities are classified as noncurrent liabilities under the caption "Other Long-Term Liabilities" on the consolidated balance sheet. Noncurrent contract liabilities were $61.3 million at June 30, 2020 and $77.0 million at December 31, 2019. 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 $96.7 million and $118.5 million at June 30, 2020 and December 31, 2019, 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 process where management reviews the progress of long term-projects periodically throughout the year. As part of this process, management reviews information including key contract matters, progress towards completion, identified risks and opportunities and any other information that could impact the Company’s estimates of revenue and costs. After completing this analysis, any adjustments to net sales, cost of goods sold, and the related impact to operating income are recognized as necessary in the period they become known. Generally, the Company’s revenue contains a single performance obligation for each distinct good; however, a single contract may have multiple performance obligations comprising multiple promises to customers. When there are multiple performance obligations, revenue is allocated based on the relative stand-alone selling price. Pricing is defined in our contracts on a line item basis and includes an estimate of variable consideration when required by the terms of the individual customer contract. Types of variable consideration the Company typically has include volume discounts, prompt payment discounts, liquidating damages, and performance bonuses. Sales returns and allowances are also estimated and recognized in the same period the related revenue is recognized, based upon the Company’s experience. |
Revolving Receivables Program | Revolving Receivables Program In May 2020, the Company entered into a revolving agreement to transfer up to $150.0 million of certain receivables of certain subsidiaries of the Company (the "Originators") through our bankruptcy-remote subsidiary to a financial institution on a recurring basis in exchange for cash equal to the gross receivables transferred. As customers pay their balances, we transfer additional receivables into the program, resulting in our gross receivables sold exceeding net cash flow impacts (e.g., collect and reinvest). Our bankruptcy-remote subsidiary holds additional receivables of $164.7 million at June 30, 2020 that are pledged as collateral under this agreement. The transfers are recorded at fair value of the proceeds received and obligations assumed less derecognized receivables. No obligation was recorded at June 30, 2020 as |
Depreciation Expense | Depreciation Expense Depreciation of property, plant and equipment related to the manufacturing of products or services provided is included in Cost of Goods Sold or Cost of Services. Depreciation of other property, plant and equipment that is not attributable to the manufacturing of products or services provided is included in Selling, General and Administrative Expenses or Engineering Expense to the extent the property, plant, and equipment is used for research and development purposes. |
Goodwill and Intangible Assets | Goodwill and Intangibles Assets Goodwill and other intangible assets with indefinite lives are not amortized. Other intangibles (with definite lives) are amortized on a straight-line basis over their estimated economic lives. Amortizable intangible assets are reviewed for impairment when indicators of impairment are present. The Company tests goodwill and indefinite-lived intangible assets for impairment at the reporting unit level and at least annually. The Company has identified three reporting units for purposes of testing goodwill for impairment. Two reporting units exist within the freight segment and the transit segment is also a reporting unit. The Company performs its annual impairment test during the fourth quarter after the annual forecasting process is completed, and also tests for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Periodically, management of the Company assesses whether or not an indicator of impairment is present that would necessitate an impairment analysis be performed. As a result of the COVID-19 pandemic and the uncertainty surrounding the global economy, the Company's stock price was highly volatile during the first six months of 2020. The Company considered the Company's stock price volatility combined with overall macroeconomic conditions and concluded that it was not more likely than not that the fair value of its three reporting units declined below their carrying value and therefore an interim quantitative impairment test was not required during the first six months of 2020. The present uncertainty surrounding the global economy due to the COVID-19 pandemic increases the likelihood that adverse changes could occur in key assumptions used to determine the fair value of reporting units like sales estimates, cost factors, discount rates and stock price resulting in interim quantitative goodwill impairment tests and non-cash goodwill impairments in future periods. |
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 currency exchange rates and interest rates on earnings and cash flow. For further information regarding financial derivatives and hedging activities, refer to Notes 13 and 14. |
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 Accounting Standards Codification ("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. |
Recently Issued Accounting Pronouncements and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes.” The amendments in this update simplify the accounting for certain income tax transactions by removing specific exceptions to the general principles in Topic 740, Income Taxes. This guidance is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements. Recently Adopted Accounting Pronouncements In June 2016, FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." This updated guidance sets forth a current expected credit loss model based on expected losses. Under this model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable a loss has been incurred. This guidance became effective for the Company on January 1, 2020. The Company adopted this accounting standard at the beginning of the period. The impact of adopting the new standard was not material to the consolidated statement of income or the consolidated balance sheet. In January 2017, FASB issued 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. This guidance became effective for the Company on January 1, 2020. The adoption of this guidance had no impact on the Company, however, the amendments in this update could result in a change to 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 unit's carrying value exceeds its fair value. In March 2020, the SEC amended Rules 3-10 and 3-16 of Regulation S-X regarding financial disclosure requirements for registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. This new guidance narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those statements. The final rule also allows for simplified disclosures to be included within Management’s Discussion and Analysis. This rule is effective January 4, 2021 with early adoption permitted. The Company elected to early adopt this rule during the three months ended June 30, 2020. |
Other Comprehensive Income (Loss) | 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) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Receivables Sold | The following table sets forth a summary of receivables sold: In millions Three months ended June 30, 2020 Gross receivables sold/cash proceeds received $ 293.9 Collections reinvested under revolving agreement 193.9 Net cash proceeds received (remitted) $ 100.0 |
Changes in Accumulated Other Comprehensive Loss by Component, Net of Tax | The changes in accumulated other comprehensive income (loss) by component, net of tax, for the six months ended June 30, 2020 are as follows: In millions Foreign Derivative Pension and Total Balance at December 31, 2019 $ (308.6) $ (3.3) $ (70.7) $ (382.6) Other comprehensive loss before reclassifications (152.2) (0.8) (3.7) (156.7) Amounts reclassified from accumulated other comprehensive income — — 1.5 1.5 Net current period other comprehensive income (loss) (152.2) (0.8) (2.2) (155.2) Balance at June 30, 2020 $ (460.8) $ (4.1) $ (72.9) $ (537.8) The changes in accumulated other comprehensive loss by component, net of tax, for the six months ended June 30, 2019 are as follows: In millions Foreign Derivative Pension and Total Balance at December 31, 2018 $ (202.2) $ (0.1) $ (54.3) $ (256.6) Other comprehensive loss before reclassifications (27.7) (3.1) (2.9) (33.7) Amounts reclassified from accumulated other comprehensive income — — 1.1 1.1 Net current period other comprehensive income (loss) (27.7) (3.1) (1.8) (32.6) Balance at June 30, 2019 $ (229.9) $ (3.2) $ (56.1) $ (289.2) |
Reclassifications Out of Accumulated Other Comprehensive Loss | Reclassifications out of accumulated other comprehensive income (loss) for the three months ended June 30, 2020 are as follows: In millions Amount reclassified from Affected line item in the Amortization of defined benefit plan items Amortization of initial net obligation and prior service cost $ (0.4) Other income (expense), net Amortization of net loss 1.4 Other income (expense), net 1.0 Other income (expense), net (0.3) Income tax expense $ 0.7 Net income Reclassifications out of accumulated other comprehensive income (loss) for the six months ended June 30, 2020 are as follows: In millions Amount reclassified from Affected line item in the Amortization of defined benefit plan items Amortization of initial net obligation and prior service cost $ (0.7) Other income (expense), net Amortization of net loss 2.7 Other income (expense), net 2.0 Other income (expense), net (0.5) Income tax expense $ 1.5 Net income Reclassifications out of accumulated other comprehensive loss for the three months ended June 30, 2019 are as follows: In millions Amount reclassified from Affected line item in the Amortization of defined benefit plan items Amortization of initial net obligation and prior service cost $ (0.4) Other income (expense), net Amortization of net loss 1.1 Other income (expense), net 0.7 Other income (expense), net (0.2) Income tax expense $ 0.5 Net income Reclassifications out of accumulated other comprehensive loss for the six months ended June 30, 2019 are as follows: In millions Amount reclassified from Affected line item in the Amortization of defined benefit plan items Amortization of initial net obligation and prior service cost $ (0.7) Other income (expense), net Amortization of net loss 2.2 Other income (expense), net 1.5 Other income (expense), net (0.4) Income tax expense $ 1.1 Net income |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 value of the GE Transportation assets acquired and liabilities assumed: In millions Assets acquired Cash and cash equivalents $ 177.2 Accounts receivable 541.3 Inventories 1,189.7 Other current assets 71.5 Property, plant, and equipment 1,088.6 Goodwill 5,978.0 Trade names 55.0 Customer relationships 550.0 Intellectual property 1,180.0 Backlog 1,450.0 Other noncurrent assets 321.2 Total assets acquired 12,602.5 Liabilities assumed Current liabilities 1,594.2 Contingent consideration 440.0 Other noncurrent liabilities 661.0 Total liabilities assumed 2,695.2 Net assets acquired 9,907.3 Noncontrolling interest $ 88.3 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma consolidated financial information presents income statement results as if the GET acquisition listed above had occurred on January 1, 2019: Three Months Ended Three Months Ended Six Months Ended Six Months Ended In millions, except per share data Net sales $ 1,737.4 $ 2,236.3 $ 3,667.3 $ 4,305.5 Gross profit 486.7 614.7 1,065.4 1,069.0 Net income attributable to Wabtec shareholders 86.8 104.1 198.4 50.4 Diluted earnings per share As Reported $ 0.46 $ 0.54 $ 1.04 $ 0.61 Pro forma $ 0.46 $ 0.54 $ 1.04 $ 0.26 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Components of Inventory, Net of Reserves | The components of inventory, net of reserves, were: In millions June 30, December 31, Raw materials $ 724.6 $ 786.4 Work-in-progress 414.8 374.0 Finished goods 660.1 612.7 Total inventories $ 1,799.5 $ 1,773.1 |
Intangibles (Tables)
Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 six months ended June 30, 2020 is as follows: In millions Freight Segment Transit Segment Total Balance at December 31, 2019 $ 6,876.6 $ 1,484.0 $ 8,360.6 Additions / opening balance sheet adjustments (3.5) — (3.5) Foreign currency impact (36.8) (10.4) (47.2) Balance at June 30, 2020 $ 6,836.3 $ 1,473.6 $ 8,309.9 |
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 millions June 30, December 31, Intellectual property, patents, and other intangibles, net of accumulated amortization of $173.1 and $123.8 $ 1,058.4 $ 1,108.9 Backlog, net of accumulated amortization of $149.2 and $92.0 1,277.4 1,342.1 Customer relationships, net of accumulated amortization of $236.5 and $212.9 985.3 1,029.9 Total $ 3,321.1 $ 3,480.9 |
Amortization Expense | Amortization expense for the five succeeding years is estimated to be as follows: In millions Remainder of 2020 $ 139.8 2021 277.7 2022 277.1 2023 276.7 2024 267.2 |
Contract Assets and Contract _2
Contract Assets and Contract Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 six months ended June 30, 2020 and 2019 is as follows: Contract Assets In millions 2020 2019 Balance at beginning of year $ 623.4 $ 345.6 Acquisitions 4.1 213.6 Recognized in current year 451.8 324.9 Reclassified to accounts receivable (519.1) (300.7) Foreign currency impact (6.2) (0.9) Balance at June 30, $ 554.0 $ 582.5 Contract Liabilities In millions 2020 2019 Balance at beginning of year $ 799.7 $ 444.8 Acquisitions 6.8 282.1 Recognized in current year 424.7 572.6 Amounts in beginning balance reclassified to revenue (333.9) (252.0) Current year amounts reclassified to revenue (107.5) (257.6) Foreign currency impact (12.0) (0.9) Balance at June 30, $ 777.8 $ 789.0 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Lease Expense, Term and Discount Rate | The components of lease expense are as follows: Three Months Ended June 30, Six Months Ended June 30, In millions 2020 2019 2020 2019 Operating lease expense $ 14.1 $ 13.4 $ 28.8 $ 26.8 Finance lease expense amortization of leased assets 0.3 0.3 0.6 0.5 Short-term and variable lease expense — 0.2 0.1 0.3 Sublease income (0.1) (0.1) (0.2) (0.3) Total $ 14.3 $ 13.7 $ 29.3 $ 27.3 The following table summarizes the remaining lease term and discount rate assumptions used to develop the present value of lease liabilities: June 30, 2020 Weighted-average remaining lease term (years) Operating leases 7.5 Finance leases 4.5 Weighted-average discount rate Operating leases 3.0 % Finance leases 1.5 % |
Maturity of Operating Lease Liabilities | Scheduled payments of lease liabilities are as follows: In millions Operating Leases Finance Total Remaining 2020 $ 27.7 $ 0.3 $ 28.0 2021 48.9 0.3 49.2 2022 41.7 0.2 41.9 2023 35.5 0.2 35.7 2024 31.0 0.1 31.1 Thereafter 93.1 0.2 93.3 Total lease payments 277.9 1.3 279.2 Less: Present value discount (26.3) — (26.3) Present value lease liabilities $ 251.6 $ 1.3 $ 252.9 |
Maturity of Finance Lease Liabilities | Scheduled payments of lease liabilities are as follows: In millions Operating Leases Finance Total Remaining 2020 $ 27.7 $ 0.3 $ 28.0 2021 48.9 0.3 49.2 2022 41.7 0.2 41.9 2023 35.5 0.2 35.7 2024 31.0 0.1 31.1 Thereafter 93.1 0.2 93.3 Total lease payments 277.9 1.3 279.2 Less: Present value discount (26.3) — (26.3) Present value lease liabilities $ 251.6 $ 1.3 $ 252.9 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: Effective June 30, 2020 December 31, 2019 In millions Interest Rate Book Value Fair Value 1 Book Value Fair Value 1 Senior Credit and 364 Day Facilities: U.S. dollar-denominated Term Loans, net of unamortized debt issuance costs of $1.7 and $1.1 2.0 % 953.1 953.1 684.7 684.7 Multi-Currency Revolving loan facility net of unamortized debt issuance costs of $1.4 and $0.9 1.6 % — — 231.5 231.5 Floating Senior Notes, due 2021, net of unamortized debt issuance costs of $1.4 and $2.0 2.3 % 498.6 492.9 498.0 500.0 4.375% Senior Notes, due 2023, net of unamortized discount and debt issuance costs of $0.8 and $0.9 4.5 % 249.2 253.4 249.1 263.9 4.15% Senior Notes, due 2024, net of unamortized debt issuance costs of $5.0 and $5.7 4.6 % 745.0 788.8 744.3 805.5 3.45% Senior Notes, due 2026, net of unamortized debt issuance costs of $1.4 and $1.5 3.5 % 748.6 769.6 748.5 759.1 4.70% Senior Notes, due 2028, net of unamortized debt issuance costs of $8.7 and $9.2 5.0 % 1,241.3 1,385.2 1,240.8 1,378.3 Other Borrowings 30.0 30.0 32.4 32.4 Total 4,465.8 4,673.0 4,429.3 4,655.4 Less - current portion 697.1 95.7 Long-term portion $ 3,768.7 $ 4,333.6 1. See Note 14 for information on the fair value measurement of the Company's long-term debt. |
Schedule of Debt | Interest Coverage Ratio 1 3.0x Leverage Ratio 2 3.25x 1. The interest coverage ratio is defined as EBITDA, as defined in the Senior Credit Facility, to net interest expense for the four quarters then ended. 2. The leverage ratio is defined as net debt as of the last day of such fiscal quarter to EBITDA, as defined in the Senior Credit Facility, for the four quarters then ended. The Leverage Ratio temporarily increases for four quarters following major acquisitions. Subsequent to the GE Transportation acquisition, the leverage ratio was temporarily increased to 3.5x for the first and second quarters of 2020. |
Schedule of Line of Credit Facilities | The following table presents availability under the Revolving Facilities: (in millions) Revolving Credit Facility 364 Day Revolver Maximum Availability $ 1,200.0 $ 144.0 Outstanding Borrowings — — Letters of Credit Under Revolving Facility 32.3 — Current Availability $ 1,167.7 $ 144.0 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [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 six months ended June 30, 2020: Options Weighted Weighted Aggregate Outstanding at December 31, 2019 588,024 $ 63.36 5.7 $ 8.5 Granted 131,556 78.33 Exercised (11,440) 37.84 Canceled (16,712) 74.11 Outstanding at June 30, 2020 691,428 66.37 6.1 3.2 Exercisable at June 30, 2020 443,157 52.68 4.9 3.2 |
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: Six Months Ended 2020 2019 Dividend yield 0.60 % 0.66 % Risk-free interest rate 1.56 % 2.61 % Stock price volatility 27.9 % 25.8 % 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 six months ended June 30, 2020: Restricted Incentive Weighted Outstanding at December 31, 2019 791,031 572,002 $ 73.64 Granted 216,242 238,818 77.02 Vested (276,018) (147,069) 76.84 Adjustment for incentive stock awards expected to vest — (256,627) 71.49 Canceled (42,306) (30,850) 71.76 Outstanding at June 30, 2020 688,949 376,274 74.46 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 millions, except per share data 2020 2019 Numerator Numerator for basic and diluted earnings per common share - net income $ 86.8 $ 104.1 Less: dividends declared - common shares (22.8) (22.5) Undistributed earnings 64.0 81.6 Percentage allocated to common shareholders (1) 99.7 % 99.7 % 63.8 81.4 Add: dividends declared - common shares 22.8 22.5 Less: dividends declared - preferred shares — (0.4) Numerator for basic earnings per 86.6 103.5 Add: dividends declared - preferred shares — 0.4 Numerator for diluted earnings per 86.6 103.9 Denominator Denominator for basic earnings per common share - weighted average shares 189.8 177.3 Effect of dilutive securities: Assumed conversion of preferred shares — 13.7 Assumed conversion of dilutive stock-based 0.4 0.4 Denominator for diluted earnings per common share adjusted weighted average shares and assumed conversion 190.2 191.5 Net income attributable to Wabtec Basic $ 0.46 $ 0.58 Diluted $ 0.46 $ 0.54 (1) Basic weighted-average common shares outstanding 189.8 177.3 Basic weighted-average common shares outstanding and 190.3 177.9 Percentage allocated to common shareholders 99.7 % 99.7 % Six Months Ended In millions, except per share data 2020 2019 Numerator Numerator for basic and diluted earnings per common share - net income $ 198.4 $ 99.7 Less: dividends declared - common shares (45.8) (34.2) Undistributed earnings 152.6 65.5 Percentage allocated to common shareholders (1) 99.7 % 99.7 % 152.1 65.3 Add: dividends declared - common shares 45.7 34.1 Less: dividends declared - preferred shares — (0.4) Numerator for basic earnings per 197.8 99.0 Add: dividends declared - preferred shares — 0.4 Numerator for diluted earnings per 197.8 99.4 Denominator Denominator for basic earnings per common 190.3 149.6 Effect of dilutive securities: Assumed conversion of preferred shares — 12.2 Assumed conversion of dilutive stock-based 0.5 0.4 Denominator for diluted earnings per common share adjusted weighted average shares and assumed conversion 190.8 162.2 Net income attributable to Wabtec Basic $ 1.04 $ 0.66 Diluted $ 1.04 $ 0.61 (1) Basic weighted-average common shares outstanding 190.3 149.6 Basic weighted-average common shares outstanding and 190.8 150.0 Percentage allocated to common shareholders 99.7 % 99.7 % |
Warranties (Tables)
Warranties (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 millions 2020 2019 Balance at beginning of year $ 267.7 $ 153.7 Acquisitions 4.3 97.5 Warranty expense 54.7 65.8 Warranty claim payments (66.1) (60.6) Foreign currency impact/other (2.1) (0.4) Balance at June 30 $ 258.5 $ 256.0 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Hedging (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020: Fair Value Gross Notional Amount In millions Designated Non-Designated Designated Non-Designated Foreign Exchange Contracts Other current assets $ 7.9 $ 1.9 $ 2,000.7 $ 311.5 Other current liabilities — — — — Cross-currency Swaps Other current liabilities (9.3) — 560.9 — Total $ (1.4) $ 1.9 $ 2,561.6 $ 311.5 The following table summarizes the gross notional amounts and fair values of the designated and non-designated hedged discussed in the above sections as of December 31, 2019: Fair Value Gross Notional Amount In millions Designated Non-Designated Designated Non-Designated Foreign Exchange Contracts Other current assets $ 11.2 $ 1.4 $ 920.0 $ 403.0 Other current liabilities (9.8) — 1,184.6 — Cross-currency Swaps Other current liabilities (9.4) — 560.8 — Total $ (8.0) $ 1.4 $ 2,665.4 $ 403.0 |
Fair Value Measurement and Fa_2
Fair Value Measurement and Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Carried at Fair Value Measured on Recurring Basis | The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2020 which are included in other current assets and liabilities on the Consolidated Balance sheet: Fair Value Measurements at June 30, 2020 Using Total Carrying Quoted Prices in Significant Other Significant In millions 2020 (Level 1) (Level 2) (Level 3) Foreign Exchange Contracts Other current assets $ 9.8 $ — $ 9.8 $ — Other current liabilities — — — — Cross-Currency Swap Agreement Other Current Liabilities 9.3 — 9.3 — |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Financial Information | Segment financial information for the three months ended June 30, 2020 is as follows: In millions Freight Transit Corporate Total Sales to external customers $ 1,204.7 $ 532.7 $ — $ 1,737.4 Intersegment sales/(elimination) 12.9 6.1 (19.0) — Total sales $ 1,217.6 $ 538.8 $ (19.0) $ 1,737.4 Income (loss) from operations $ 141.5 $ 40.2 $ (22.3) $ 159.4 Interest expense and other, net — — (45.1) (45.1) Income (loss) from operations before income taxes $ 141.5 $ 40.2 $ (67.4) $ 114.3 Segment financial information for the three months ended June 30, 2019 is as follows: In millions Freight Transit Corporate Total Sales to external customers $ 1,526.3 $ 710.0 $ — $ 2,236.3 Intersegment sales/(elimination) 15.6 4.0 (19.6) — Total sales $ 1,541.9 $ 714.0 $ (19.6) $ 2,236.3 Income (loss) from operations $ 167.5 $ 62.6 $ (29.5) $ 200.6 Interest expense and other, net — — (56.4) (56.4) Income (loss) from operations before income taxes $ 167.5 $ 62.6 $ (85.9) $ 144.2 Segment financial information for the six months ended June 30, 2020 is as follows: In millions Freight Transit Corporate Total Sales to external customers $ 2,505.7 $ 1,161.6 $ — $ 3,667.3 Intersegment sales/(elimination) 25.4 15.2 (40.6) — Total sales $ 2,531.1 $ 1,176.8 $ (40.6) $ 3,667.3 Income (loss) from operations $ 303.2 $ 108.8 $ (35.3) $ 376.7 Interest expense and other, net — — (113.2) (113.2) Income (loss) from operations before income taxes $ 303.2 $ 108.8 $ (148.5) $ 263.5 Segment financial information for the six months ended June 30, 2019 is as follows: In millions Freight Transit Corporate Total Sales to external customers $ 2,441.8 $ 1,388.1 $ — $ 3,829.9 Intersegment sales/(elimination) 31.3 8.1 (39.4) — Total sales $ 2,473.1 $ 1,396.2 $ (39.4) $ 3,829.9 Income (loss) from operations $ 248.4 $ 122.5 $ (103.0) $ 267.9 Interest expense and other, net — — (109.1) (109.1) Income (loss) from operations before income taxes $ 248.4 $ 122.5 $ (212.1) $ 158.8 |
Sales by Product | Sales by product line are as follows: Three Months Ended June 30, In millions 2020 2019 Freight Segment: Equipment $ 334.9 $ 531.4 Components 195.5 279.5 Digital Electronics 165.5 159.0 Services 508.8 556.4 Total Freight Segment sales $ 1,204.7 $ 1,526.3 Transit Segment: Original Equipment Manufacturer 227.3 335.6 Aftermarket 305.4 374.4 Total Transit Segment sales $ 532.7 $ 710.0 Six Months Ended June 30, In millions 2020 2019 Freight Segment: Equipment $ 742.9 $ 798.5 Components 415.9 574.7 Digital Electronics 339.1 280.8 Services 1,007.8 787.8 Total Freight Segment sales $ 2,505.7 $ 2,441.8 Transit Segment: Original Equipment Manufacturer 514.3 662.9 Aftermarket 647.3 725.2 Total Transit Segment sales $ 1,161.6 $ 1,388.1 |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Components of Other Income (Expense), Net | The components of other income (expense), net are as follows: Three Months Ended Six Months Ended In millions 2020 2019 2020 2019 Foreign currency loss $ (0.3) $ (1.2) $ (14.1) $ (13.8) Equity income 2.0 1.1 1.1 2.0 Expected return on pension assets/amortization 2.3 1.8 4.7 5.2 Other miscellaneous income (expense) 2.3 0.4 (0.2) 0.5 Total other income (expense), net $ 6.3 $ 2.1 $ (8.5) $ (6.1) |
Business (Detail)
Business (Detail) | 6 Months Ended |
Jun. 30, 2020country | |
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) | 56.00% |
Minimum | |
Product Information [Line Items] | |
Number of countries where product is found (more than) | 100 |
Accounting Policies - Additiona
Accounting Policies - Additional Information (Detail) | 6 Months Ended | ||
Jun. 30, 2020USD ($)reportingUnit | May 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Noncurrent contract assets | $ 108,100,000 | $ 109,400,000 | |
Noncurrent contract liabilities | 61,300,000 | 77,000,000 | |
Provisions for loss contracts | 96,700,000 | 118,500,000 | |
Maximum recurring transfer | $ 150,000,000 | ||
Accounts receivable | $ 964,400,000 | $ 1,149,900,000 | |
Number of reporting units | reportingUnit | 3 | ||
Collateral Pledged | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | $ 164,700,000 |
Accounting Policies - Remaining
Accounting Policies - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 $ in Billions | Jun. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, amount | $ 20.5 |
Remaining performance obligation percentage expected to be recognized | 25.00% |
Performance obligation period | 12 months |
Accounting Policies - Summary o
Accounting Policies - Summary of Receivables Sold (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Accounting Policies [Abstract] | |
Gross receivables sold/cash proceeds received | $ 293.9 |
Collections reinvested under revolving agreement | 193.9 |
Net cash proceeds received (remitted) | $ 100 |
Accounting Policies - Accumulat
Accounting Policies - Accumulated Other Comprehensive Loss by Component, Net of Tax (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | $ 9,797.7 | $ 9,993.6 | $ 9,780.4 | $ 2,869.1 | $ 9,993.6 | $ 2,869.1 |
Other comprehensive loss before reclassifications | (156.7) | (33.7) | ||||
Amounts reclassified from accumulated other comprehensive income | 1.5 | 1.1 | ||||
Net current period other comprehensive income (loss) | 22.8 | (178) | 19.8 | (52.4) | (155.2) | (32.6) |
Ending Balance | 9,880.6 | 9,797.7 | 9,834.9 | 9,780.4 | 9,880.6 | 9,834.9 |
Foreign currency translation | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | (308.6) | (202.2) | (308.6) | (202.2) | ||
Other comprehensive loss before reclassifications | (152.2) | (27.7) | ||||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||||
Net current period other comprehensive income (loss) | (152.2) | (27.7) | ||||
Ending Balance | (460.8) | (229.9) | (460.8) | (229.9) | ||
Derivative contracts | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | (3.3) | (0.1) | (3.3) | (0.1) | ||
Other comprehensive loss before reclassifications | (0.8) | (3.1) | ||||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||||
Net current period other comprehensive income (loss) | (0.8) | (3.1) | ||||
Ending Balance | (4.1) | (3.2) | (4.1) | (3.2) | ||
Pension and post retirement benefit plans | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | (70.7) | (54.3) | (70.7) | (54.3) | ||
Other comprehensive loss before reclassifications | (3.7) | (2.9) | ||||
Amounts reclassified from accumulated other comprehensive income | 1.5 | 1.1 | ||||
Net current period other comprehensive income (loss) | (2.2) | (1.8) | ||||
Ending Balance | (72.9) | (56.1) | (72.9) | (56.1) | ||
AOCI Attributable to Parent | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | (560.6) | (382.6) | (309) | (256.6) | (382.6) | (256.6) |
Net current period other comprehensive income (loss) | 22.8 | (178) | 19.8 | (52.4) | ||
Ending Balance | $ (537.8) | $ (560.6) | $ (289.2) | $ (309) | $ (537.8) | $ (289.2) |
Accounting Policies - Reclassif
Accounting Policies - Reclassifications Out of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||||
Other income (expense), net | $ 6.3 | $ 2.1 | $ (8.5) | $ (6.1) | ||
Income tax expense | (28.5) | (41.5) | (66.5) | (60) | ||
Net income | 85.8 | $ 111.2 | 102.7 | $ (4) | 197 | 98.8 |
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 | 1 | 0.7 | 2 | 1.5 | ||
Income tax expense | (0.3) | (0.2) | (0.5) | (0.4) | ||
Net income | 0.7 | 0.5 | 1.5 | 1.1 | ||
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 | (0.4) | (0.4) | (0.7) | (0.7) | ||
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 | $ 1.4 | $ 1.1 | $ 2.7 | $ 2.2 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 12, 2019 | Aug. 09, 2019 | Feb. 25, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | May 06, 2019 | Apr. 30, 2019 | Feb. 22, 2019 |
Business Acquisition [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | 190,300,000 | 191,700,000 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||
Common stock, shares issued (in shares) | 226,900,000 | 226,900,000 | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||||
Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, shares outstanding (in shares) | 3,515,500 | ||||||||
GE Transportation | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | $ 2,875 | ||||||||
Total future consideration | 470 | ||||||||
Business combination, consideration transferred | 10,300 | ||||||||
Closing share price (in USD per share) | $ 73.36 | ||||||||
Change in estimated fair values for assets acquired | $ 21.6 | ||||||||
GE Transportation | SpinCo Class B Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Total future consideration | $ 10 | ||||||||
GE Transportation | Convertible Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issuable (in shares) | 10,000 | ||||||||
GE Transportation | General Electric Company | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of outstanding shares transferred | 9.90% | ||||||||
GE Transportation | General Electric Company | Convertible Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of outstanding shares transferred | 15.00% | ||||||||
GE Transportation | GE and Pre-Merger Holders | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of outstanding shares transferred | 49.20% | ||||||||
General Electric Company | |||||||||
Business Acquisition [Line Items] | |||||||||
Noncontrolling interest acquired | $ 88.3 | ||||||||
Other noncurrent liabilities | 661 | ||||||||
General Electric Company | Customer Contracts | |||||||||
Business Acquisition [Line Items] | |||||||||
Other noncurrent liabilities | $ 524.6 | ||||||||
GET Brazil | |||||||||
Business Acquisition [Line Items] | |||||||||
Noncontrolling interest acquired | $ 56.2 | ||||||||
General Electric Company | |||||||||
Business Acquisition [Line Items] | |||||||||
Total future consideration | $ 2,885 | ||||||||
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 | ||||||||
General Electric Company | GE Transportation | SpinCo Class B Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, shares outstanding (in shares) | 10,000 | ||||||||
General Electric Company | GE Transportation | SpinCo Class C Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, shares outstanding (in shares) | 1 | ||||||||
General Electric Company | GE Transportation | Series A Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, shares outstanding (in shares) | 8,780 | ||||||||
General Electric Company | GE Transportation | Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, shares outstanding (in shares) | 25,300,000 | ||||||||
Number of shares sold (in shares) | 2,048,515 | 16,969,656 | |||||||
Pre-merger Wabtec Stockholders | GE Transportation | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of outstanding shares transferred | 50.80% | ||||||||
Wabtec | GE Transportation | SpinCo Class B Preferred Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, shares outstanding (in shares) | 10,000 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Estimated Fair Values of GET Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 | Feb. 25, 2019 |
Assets acquired | |||
Goodwill | $ 8,309.9 | $ 8,360.6 | |
General Electric Company | |||
Assets acquired | |||
Cash and cash equivalents | $ 177.2 | ||
Accounts receivable | 541.3 | ||
Inventories | 1,189.7 | ||
Other current assets | 71.5 | ||
Property, plant, and equipment | 1,088.6 | ||
Goodwill | 5,978 | ||
Other noncurrent assets | 321.2 | ||
Total assets acquired | 12,602.5 | ||
Liabilities assumed | |||
Current liabilities | 1,594.2 | ||
Contingent consideration | 440 | ||
Other noncurrent liabilities | 661 | ||
Total liabilities assumed | 2,695.2 | ||
Net assets acquired | 9,907.3 | ||
Noncontrolling interest | 88.3 | ||
General Electric Company | Trade Names | |||
Assets acquired | |||
Intangible assets acquired | 55 | ||
General Electric Company | Customer relationships | |||
Assets acquired | |||
Intangible assets acquired | 550 | ||
General Electric Company | Patents | |||
Assets acquired | |||
Intangible assets acquired | 1,180 | ||
General Electric Company | Backlog | |||
Assets acquired | |||
Intangible assets acquired | $ 1,450 |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Business Combinations [Abstract] | ||||
Net sales | $ 1,737.4 | $ 2,236.3 | $ 3,667.3 | $ 4,305.5 |
Gross profit | 486.7 | 614.7 | 1,065.4 | 1,069 |
Net income attributable to Wabtec shareholders | $ 86.8 | $ 104.1 | $ 198.4 | $ 50.4 |
Diluted earnings per share | ||||
Diluted (in dollars per share) | $ 0.46 | $ 0.54 | $ 1.04 | $ 0.61 |
Pro forma (in dollars per share) | $ 0.46 | $ 0.54 | $ 1.04 | $ 0.26 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 724.6 | $ 786.4 |
Work-in-progress | 414.8 | 374 |
Finished goods | 660.1 | 612.7 |
Total inventories | $ 1,799.5 | $ 1,773.1 |
Intangibles - Change in the Car
Intangibles - Change in the Carrying Amount of Goodwill by Segment (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 8,360.6 |
Additions / opening balance sheet adjustments | (3.5) |
Foreign currency impact | (47.2) |
Ending balance | 8,309.9 |
Freight Segment | |
Goodwill [Roll Forward] | |
Beginning balance | 6,876.6 |
Additions / opening balance sheet adjustments | (3.5) |
Foreign currency impact | (36.8) |
Ending balance | 6,836.3 |
Transit Segment | |
Goodwill [Roll Forward] | |
Beginning balance | 1,484 |
Additions / opening balance sheet adjustments | 0 |
Foreign currency impact | (10.4) |
Ending balance | $ 1,473.6 |
Intangibles - Additional Inform
Intangibles - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Intangible Assets Disclosure [Line Items] | |||||
Trade names | $ 614.3 | $ 614.3 | $ 623.1 | ||
Intangible assets, amortization expense | $ 72.3 | $ 66 | $ 141.3 | $ 93.4 | |
Trade Names | |||||
Intangible Assets Disclosure [Line Items] | |||||
Trade names, useful life | 5 years | ||||
Backlog | |||||
Intangible Assets Disclosure [Line Items] | |||||
Intangible assets, weighted average useful life (years) | 13 years | ||||
Patents | |||||
Intangible Assets Disclosure [Line Items] | |||||
Intangible assets, weighted average useful life (years) | 12 years | ||||
Customer relationships | |||||
Intangible Assets Disclosure [Line Items] | |||||
Intangible assets, weighted average useful life (years) | 17 years | ||||
Other Intangibles | |||||
Intangible Assets Disclosure [Line Items] | |||||
Intangible assets, weighted average useful life (years) | 9 years |
Intangibles - Intangible Assets
Intangibles - Intangible Assets Other Than Goodwill and Trade Names (Detail) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net of accumulated amortization | $ 3,321.1 | $ 3,480.9 |
Intellectual property, patents, non-compete and other intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net of accumulated amortization | 1,058.4 | 1,108.9 |
Intangible assets, accumulated amortization | 173.1 | 123.8 |
Backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net of accumulated amortization | 1,277.4 | 1,342.1 |
Intangible assets, accumulated amortization | 149.2 | 92 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net of accumulated amortization | 985.3 | 1,029.9 |
Intangible assets, accumulated amortization | $ 236.5 | $ 212.9 |
Intangibles - Amortization Expe
Intangibles - Amortization Expense (Detail) $ in Millions | Jun. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2020 | $ 139.8 |
2021 | 277.7 |
2022 | 277.1 |
2023 | 276.7 |
2024 | $ 267.2 |
Contract Assets and Contract _3
Contract Assets and Contract Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Contract Assets | ||
Balance at beginning of year | $ 623.4 | $ 345.6 |
Acquisitions | 4.1 | 213.6 |
Recognized in current year | 451.8 | 324.9 |
Reclassified to accounts receivable | (519.1) | (300.7) |
Foreign currency impact | (6.2) | (0.9) |
Balance at end of period | 554 | 582.5 |
Contract Liabilities | ||
Balance at beginning of year | 799.7 | 444.8 |
Acquisitions | 6.8 | 282.1 |
Recognized in current year | 424.7 | 572.6 |
Amounts in beginning balance reclassified to revenue | (333.9) | (252) |
Current year amounts reclassified to revenue | (107.5) | (257.6) |
Foreign currency impact | (12) | (0.9) |
Balance at end of period | $ 777.8 | $ 789 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Jun. 30, 2020 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Discount rate | 1.00% |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Discount rate | 12.30% |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease expense | $ 14.1 | $ 13.4 | $ 28.8 | $ 26.8 |
Finance lease expense amortization of leased assets | 0.3 | 0.3 | 0.6 | 0.5 |
Short-term and variable lease expense | 0 | 0.2 | 0.1 | 0.3 |
Sublease income | (0.1) | (0.1) | (0.2) | (0.3) |
Total | $ 14.3 | $ 13.7 | $ 29.3 | $ 27.3 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Millions | Jun. 30, 2020USD ($) |
Operating Leases | |
Remaining 2020 | $ 27.7 |
2021 | 48.9 |
2022 | 41.7 |
2023 | 35.5 |
2024 | 31 |
Thereafter | 93.1 |
Total lease payments | 277.9 |
Less: Present value discount | (26.3) |
Present value lease liabilities | 251.6 |
Finance Leases | |
Remaining 2020 | 0.3 |
2021 | 0.3 |
2022 | 0.2 |
2023 | 0.2 |
2024 | 0.1 |
Thereafter | 0.2 |
Total lease payments | 1.3 |
Less: Present value discount | 0 |
Present value lease liabilities | 1.3 |
Total | |
Remaining 2020 | 28 |
2021 | 49.2 |
2022 | 41.9 |
2023 | 35.7 |
2024 | 31.1 |
Thereafter | 93.3 |
Total lease payments | 279.2 |
Less: Present value discount | (26.3) |
Present value lease liabilities | $ 252.9 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Jun. 30, 2020 |
Weighted-average remaining lease term (years) | |
Operating leases | 7 years 6 months |
Finance leases | 4 years 6 months |
Weighted-average discount rate | |
Operating leases | 3.00% |
Finance leases | 1.50% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total | $ 4,465.8 | $ 4,429.3 |
Less - current portion | 697.1 | 95.7 |
Long-term portion | 3,768.7 | 4,333.6 |
Fair Value | ||
Debt Instrument [Line Items] | ||
Total | 4,673 | 4,655.4 |
Other Borrowings | ||
Debt Instrument [Line Items] | ||
Total | 30 | 32.4 |
Other Borrowings | Fair Value | ||
Debt Instrument [Line Items] | ||
Total | $ 30 | 32.4 |
U.S. Dollar-Denominated Term Loans | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Effective interest rate (as a percent) | 2.00% | |
Total | $ 953.1 | 684.7 |
Unamortized debt issuance cost | 1.7 | 1.1 |
U.S. Dollar-Denominated Term Loans | Line of Credit | Revolving Credit Facility | Fair Value | ||
Debt Instrument [Line Items] | ||
Total | $ 953.1 | 684.7 |
Multi-Currency Revolving Loan Facility | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Effective interest rate (as a percent) | 1.60% | |
Total | $ 0 | 231.5 |
Unamortized debt issuance cost | 1.4 | 0.9 |
Multi-Currency Revolving Loan Facility | Line of Credit | Revolving Credit Facility | Fair Value | ||
Debt Instrument [Line Items] | ||
Total | $ 0 | 231.5 |
Floating Rate Notes, due 2021 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate (as a percent) | 2.30% | |
Total | $ 498.6 | 498 |
Unamortized debt issuance cost | 1.4 | 2 |
Floating Rate Notes, due 2021 | Senior Notes | Fair Value | ||
Debt Instrument [Line Items] | ||
Total | $ 492.9 | 500 |
4.375% Senior Notes, due 2023 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate (as a percent) | 4.50% | |
Total | $ 249.2 | 249.1 |
Stated interest rate (as a percent) | 4.375% | |
Unamortized debt issuance cost | $ 0.8 | 0.9 |
4.375% Senior Notes, due 2023 | Senior Notes | Fair Value | ||
Debt Instrument [Line Items] | ||
Total | $ 253.4 | 263.9 |
4.150 Percent Senior Notes Due Twenty Thousand and Twenty Four | Senior Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate (as a percent) | 4.60% | |
Total | $ 745 | 744.3 |
Stated interest rate (as a percent) | 4.15% | |
Unamortized debt issuance cost | $ 5 | 5.7 |
4.150 Percent Senior Notes Due Twenty Thousand and Twenty Four | Senior Notes | Fair Value | ||
Debt Instrument [Line Items] | ||
Total | $ 788.8 | 805.5 |
3.45% Senior Notes, due 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate (as a percent) | 3.50% | |
Total | $ 748.6 | 748.5 |
Stated interest rate (as a percent) | 3.45% | |
Unamortized debt issuance cost | $ 1.4 | 1.5 |
3.45% Senior Notes, due 2026 | Senior Notes | Fair Value | ||
Debt Instrument [Line Items] | ||
Total | $ 769.6 | 759.1 |
4.70 Percent Senior Notes Due Twenty Thousand and Twenty Six | Senior Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate (as a percent) | 5.00% | |
Total | $ 1,241.3 | 1,240.8 |
Stated interest rate (as a percent) | 4.70% | |
Unamortized debt issuance cost | $ 8.7 | 9.2 |
4.70 Percent Senior Notes Due Twenty Thousand and Twenty Six | Senior Notes | Fair Value | ||
Debt Instrument [Line Items] | ||
Total | $ 1,385.2 | $ 1,378.3 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Apr. 10, 2020 | Jul. 29, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 08, 2018 |
Debt Instrument [Line Items] | |||||
Unamortized debt issuance costs | $ 20,400,000 | $ 21,300,000 | |||
Interest rate on notional value (as a percent) | 2.00% | ||||
Long-term debt | $ 4,465,800,000 | 4,429,300,000 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 144,000,000 | ||||
2018 Refinancing Credit Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,200,000,000 | ||||
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 600,000,000 | ||||
Debt instrument, term | 364 days | ||||
Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 144,000,000 | ||||
Line of Credit | 2018 Refinancing Credit Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,200,000,000 | ||||
Line of Credit | 2018 Refinancing Credit Agreement | Swing Line Sub Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 75,000,000 | ||||
Line of Credit | 2018 Refinancing Credit Agreement | Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 450,000,000 | ||||
Line of Credit | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 456,000,000 | ||||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt issuance price (as a percent) | 100.00% | ||||
Senior Notes | 4.375% Senior Notes, due 2023 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 249,200,000 | 249,100,000 | |||
Stated interest rate (as a percent) | 4.375% | ||||
Senior Notes | 3.45% Senior Notes, due 2026 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 748,600,000 | $ 748,500,000 | |||
Stated interest rate (as a percent) | 3.45% | ||||
Senior Notes | 3.20% Senior Notes, due 2025 | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate (as a percent) | 3.20% | ||||
Debt instrument, face amount | $ 500,000,000 | ||||
Debt issuance price (as a percent) | 99.892% | ||||
Deferred financing costs | $ 1,500,000 | ||||
Floating Rate Notes, due 2021 | |||||
Debt Instrument [Line Items] | |||||
Debt issuance price (as a percent) | 100.00% |
Long-Term Debt - Interest Cover
Long-Term Debt - Interest Coverage Ratio & Leverage Ratio (Details) - 2018 Refinancing Credit Agreement | 6 Months Ended |
Jun. 30, 2020 | |
Debt Instrument [Line Items] | |
Interest coverage ratio | 3 |
Leverage ratio | 3.25 |
Leverage ratio temporary increase | 3.5 |
Long-Term Debt - Schedule of Li
Long-Term Debt - Schedule of Line of Credit Facilities (Details) - USD ($) | Jun. 30, 2020 | Apr. 10, 2020 | Jun. 08, 2018 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum Availability | $ 144,000,000 | ||
Outstanding Borrowings | 0 | ||
Current Availability | 144,000,000 | ||
Revolving Credit Facility | 2018 Refinancing Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum Availability | 1,200,000,000 | ||
Outstanding Borrowings | 0 | ||
Current Availability | 1,167,700,000 | ||
Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum Availability | $ 600,000,000 | ||
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum Availability | $ 144,000,000 | ||
Letters of Credit Under Revolving Facility | 0 | ||
Line of Credit | Revolving Credit Facility | 2018 Refinancing Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum Availability | $ 1,200,000,000 | ||
Letters of Credit Under Revolving Facility | $ 32,300,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 1.6 | $ 15.8 | $ 5.7 | $ 24.3 | |||
Unamortized compensation expense expected to be vested | $ 46.4 | $ 46.4 | |||||
Performance Shares | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
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% | 44.00% | 48.00% | ||||
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) | 9,100,000 | 9,100,000 | |||||
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 | Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 3 years | ||||||
2011 Plan | Restricted Stock | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 4 years | ||||||
2000 Plan | Stock Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 3 years | ||||||
Directors Plan | Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 1 year |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Options | ||
Beginning balance (in shares) | 588,024 | |
Granted (in shares) | 131,556 | |
Exercised (in shares) | (11,440) | |
Canceled (in shares) | (16,712) | |
Ending balance (in shares) | 691,428 | 588,024 |
Exercisable at period end (in shares) | 443,157 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 63.36 | |
Granted (in dollars per share) | 78.33 | |
Exercised (in dollars per share) | 37.84 | |
Canceled (in dollars per share) | 74.11 | |
Ending balance (in dollars per share) | 66.37 | $ 63.36 |
Exercisable (in dollars per share) | $ 52.68 | |
Weighted Average Remaining Contractual Life | ||
Outstanding, weighted average remaining contractual life (in years) | 6 years 1 month 6 days | 5 years 8 months 12 days |
Exercisable weighted average remaining contractual life (in years) | 4 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Beginning balance | $ 8.5 | |
Ending balance | 3.2 | $ 8.5 |
Exercisable | $ 3.2 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Each Option Grant Weighted Average Assumptions (Detail) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Dividend yield (as a percent) | 0.60% | 0.66% |
Risk-free interest rate (as a percent) | 1.56% | 2.61% |
Stock price volatility (as a percent) | 27.90% | 25.80% |
Expected life (years) | 5 years | 5 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity and Incentive Stock Awards Activity (Detail) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 73.64 |
Granted (in dollars per share) | $ / shares | 77.02 |
Vested (in dollars per share) | $ / shares | 76.84 |
Adjustment for incentive stock awards expected to vest (in dollars per share) | $ / shares | 71.49 |
Canceled (in dollars per share) | $ / shares | 71.76 |
Outstanding, end of period (in dollars per share) | $ / shares | $ 74.46 |
Restricted Stock and Units | |
Number of Shares | |
Outstanding, beginning of period (in shares) | 791,031 |
Granted (in shares) | 216,242 |
Vested (in shares) | (276,018) |
Adjustment for incentive stock awards expected to vest (in shares) | 0 |
Canceled (in shares) | (42,306) |
Outstanding, end of period (in shares) | 688,949 |
Incentive Stock Units | |
Number of Shares | |
Outstanding, beginning of period (in shares) | 572,002 |
Granted (in shares) | 238,818 |
Vested (in shares) | (147,069) |
Adjustment for incentive stock awards expected to vest (in shares) | (256,627) |
Canceled (in shares) | (30,850) |
Outstanding, end of period (in shares) | 376,274 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | 24.90% | 28.70% | 25.20% | 37.70% | |
Unrecognized tax benefits | $ 12.6 | $ 12.6 | $ 17.2 | ||
Unrecognized tax benefits if recognized that would affect effective tax rate | 12.6 | 12.6 | $ 17.2 | ||
Unrecognized tax benefits subject to change within the next 12 months | $ 2.9 | $ 2.9 |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator | ||||
Net income attributable to Wabtec shareholders | $ 86.8 | $ 104.1 | $ 198.4 | $ 99.7 |
Less: dividends declared - common shares and non-vested restricted stock | (22.8) | (22.5) | (45.8) | (34.2) |
Undistributed earnings | $ 64 | $ 81.6 | $ 152.6 | $ 65.5 |
Percentage allocated to common shareholders (as a percent) | 99.70% | 99.70% | 99.70% | 99.70% |
Undistributed earnings allocated to common shareholders | $ 63.8 | $ 81.4 | $ 152.1 | $ 65.3 |
Add: dividends declared - common shares | 22.8 | 22.5 | 45.7 | 34.1 |
Dividends declared - preferred shares | 0 | (0.4) | 0 | (0.4) |
Numerator for basic earnings per common share | 86.6 | 103.5 | 197.8 | 99 |
Dividends declared - preferred shares | 0 | 0.4 | 0 | 0.4 |
Numerator for basic earnings per common share | $ 86.6 | $ 103.9 | $ 197.8 | $ 99.4 |
Denominator | ||||
Basic weighted average common shares outstanding (in shares) | 189.8 | 177.3 | 190.3 | 149.6 |
Assumed conversion of preferred shares (in shares) | 0 | 13.7 | 0 | 12.2 |
Assumed conversion of dilutive stock-based compensation plans (in shares) | 0.4 | 0.4 | 0.5 | 0.4 |
Denominator for diluted earnings per common share - adjusted weighted average shares and assumed conversion (in shares) | 190.2 | 191.5 | 190.8 | 162.2 |
Net income attributable to Wabtec shareholders per common share | ||||
Basic (in dollars per share) | $ 0.46 | $ 0.58 | $ 1.04 | $ 0.66 |
Diluted (in dollars per share) | $ 0.46 | $ 0.54 | $ 1.04 | $ 0.61 |
Basic weighted-average common shares outstanding and non-vested restricted stock expected to vest (in shares) | 190.3 | 177.9 | 190.8 | 150 |
Warranties (Detail)
Warranties (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Balance at beginning of year | $ 267.7 | $ 153.7 |
Acquisitions | 4.3 | 97.5 |
Warranty expense | 54.7 | 65.8 |
Warranty claim payments | (66.1) | (60.6) |
Foreign currency impact/other | (2.1) | (0.4) |
Balance at end of period | $ 258.5 | $ 256 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Hedging - Additional Information (Details) - Foreign Exchange Forward $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Non-Designated | |
Derivative [Line Items] | |
Derivative term (in years) | 1 year |
Unrealized gain (loss) on derivative contracts | $ 0.4 |
Cash Flow Hedging | Designated | |
Derivative [Line Items] | |
Derivative term (in years) | 2 years |
Derivative Financial Instrume_4
Derivative Financial Instruments and Hedging - Summary of Notional Amounts and Fair Value (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Designated | ||
Derivative [Line Items] | ||
Total | $ (1.4) | $ (8) |
Gross Notional Amount | 2,561.6 | 2,665.4 |
Designated | Other current assets | Foreign Exchange Contracts | ||
Derivative [Line Items] | ||
Derivative asset fair value | 7.9 | 11.2 |
Gross Notional Amount | 2,000.7 | 920 |
Designated | Other current liabilities | Foreign Exchange Contracts | ||
Derivative [Line Items] | ||
Liabilities at fair value | 0 | (9.8) |
Gross Notional Amount | 0 | 1,184.6 |
Designated | Other current liabilities | Cross-currency Swaps | ||
Derivative [Line Items] | ||
Liabilities at fair value | (9.3) | (9.4) |
Gross Notional Amount | 560.9 | 560.8 |
Non-Designated | ||
Derivative [Line Items] | ||
Total | 1.9 | 1.4 |
Gross Notional Amount | 311.5 | 403 |
Non-Designated | Other current assets | Foreign Exchange Contracts | ||
Derivative [Line Items] | ||
Derivative asset fair value | 1.9 | 1.4 |
Gross Notional Amount | 311.5 | 403 |
Non-Designated | Other current liabilities | Foreign Exchange Contracts | ||
Derivative [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Gross Notional Amount | 0 | 0 |
Non-Designated | Other current liabilities | Cross-currency Swaps | ||
Derivative [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Gross Notional Amount | $ 0 | $ 0 |
Fair Value Measurement and Fa_3
Fair Value Measurement and Fair Value of Financial Instruments - Assets and Liabilities Carried at Fair Value Measured on Recurring Basis (Details) $ in Millions | Jun. 30, 2020USD ($) |
Foreign Exchange Contracts | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Other current assets | $ 9.8 |
Other current liabilities | 0 |
Foreign Exchange Contracts | (Level 1) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Other current assets | 0 |
Other current liabilities | 0 |
Foreign Exchange Contracts | (Level 2) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Other current assets | 9.8 |
Other current liabilities | 0 |
Foreign Exchange Contracts | (Level 3) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Other current assets | 0 |
Other current liabilities | 0 |
Cross-currency Swaps | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Other current liabilities | 9.3 |
Cross-currency Swaps | (Level 1) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Other current liabilities | 0 |
Cross-currency Swaps | (Level 2) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Other current liabilities | 9.3 |
Cross-currency Swaps | (Level 3) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Other current liabilities | $ 0 |
Fair Value Measurement and Fa_4
Fair Value Measurement and Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 | Feb. 25, 2019 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Contingent consideration | $ 297.6 | $ 291.8 | |
General Electric Company | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Contingent consideration | $ 440 | ||
General Electric Company | (Level 3) | Other Accrued Liabilities | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Contingent consideration | $ 160 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 08, 2017USD ($) |
Denver Transit, Installation of Constant Wireless Crossings | Threatened Litigation | Subsidiaries | |
Loss Contingencies [Line Items] | |
Damages alleged | $ 36.8 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2020segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Segment F
Segment Information - Segment Financial Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Total sales | $ 1,737.4 | $ 2,236.3 | $ 3,667.3 | $ 3,829.9 |
Income (loss) from operations | 159.4 | 200.6 | 376.7 | 267.9 |
Interest expense and other, net | (45.1) | (56.4) | (113.2) | (109.1) |
Income (loss) from operations before income taxes | 114.3 | 144.2 | 263.5 | 158.8 |
Freight Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 1,204.7 | 1,526.3 | 2,505.7 | 2,441.8 |
Transit Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 532.7 | 710 | 1,161.6 | 1,388.1 |
Operating Segments | Freight Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 1,217.6 | 1,541.9 | 2,531.1 | 2,473.1 |
Income (loss) from operations | 141.5 | 167.5 | 303.2 | 248.4 |
Interest expense and other, net | 0 | 0 | 0 | 0 |
Income (loss) from operations before income taxes | 141.5 | 167.5 | 303.2 | 248.4 |
Operating Segments | Transit Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 538.8 | 714 | 1,176.8 | 1,396.2 |
Income (loss) from operations | 40.2 | 62.6 | 108.8 | 122.5 |
Interest expense and other, net | 0 | 0 | 0 | 0 |
Income (loss) from operations before income taxes | 40.2 | 62.6 | 108.8 | 122.5 |
Corporate Activities and Elimination | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | (19) | (19.6) | (40.6) | (39.4) |
Income (loss) from operations | (22.3) | (29.5) | (35.3) | (103) |
Interest expense and other, net | (45.1) | (56.4) | (113.2) | (109.1) |
Income (loss) from operations before income taxes | (67.4) | (85.9) | (148.5) | (212.1) |
Corporate Activities and Elimination | Freight Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 12.9 | 15.6 | 25.4 | 31.3 |
Corporate Activities and Elimination | Transit Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | $ 6.1 | $ 4 | $ 15.2 | $ 8.1 |
Segment Information - Sales by
Segment Information - Sales by Product (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Total sales | $ 1,737.4 | $ 2,236.3 | $ 3,667.3 | $ 3,829.9 |
Freight Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 1,204.7 | 1,526.3 | 2,505.7 | 2,441.8 |
Transit Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 532.7 | 710 | 1,161.6 | 1,388.1 |
Equipment | Freight Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 334.9 | 531.4 | 742.9 | 798.5 |
Components | Freight Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 195.5 | 279.5 | 415.9 | 574.7 |
Digital Electronics | Freight Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 165.5 | 159 | 339.1 | 280.8 |
Services | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 331.3 | 343.8 | 670.4 | 502.9 |
Services | Freight Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 508.8 | 556.4 | 1,007.8 | 787.8 |
Original Equipment Manufacturer | Transit Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 227.3 | 335.6 | 514.3 | 662.9 |
Aftermarket | Transit Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | $ 305.4 | $ 374.4 | $ 647.3 | $ 725.2 |
Other Income (Expense), Net (De
Other Income (Expense), Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | ||||
Foreign currency loss | $ (0.3) | $ (1.2) | $ (14.1) | $ (13.8) |
Equity income | 2 | 1.1 | 1.1 | 2 |
Expected return on pension assets/amortization | 2.3 | 1.8 | 4.7 | 5.2 |
Other miscellaneous income (expense) | 2.3 | 0.4 | (0.2) | 0.5 |
Total other income (expense), net | $ 6.3 | $ 2.1 | $ (8.5) | $ (6.1) |