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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM 10-Q
____________________________________ | | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2024
OR | | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 033-90866
____________________________________
WESTINGHOUSE AIR BRAKE TECHNOLOGIES
CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________ | | | | | | | | | | | |
Delaware | 25-1615902 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | | |
30 Isabella Street Pittsburgh, Pennsylvania | 15212 |
(Address of principal executive offices) | (Zip code) |
412-825-1000
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
____________________________________
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $.01 par value per share | WAB | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | | | | |
Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ |
Emerging growth company | ☐ | Smaller reporting company | ☐ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of October 18, 2024, there were 171,889,624 shares of common stock, par value $.01 per share, of the registrant outstanding.
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
September 30, 2024
FORM 10-Q
TABLE OF CONTENTS | | | | | | | | |
| | Page |
| PART I—FINANCIAL INFORMATION | |
| | |
Item 1. | | |
| | |
| | |
| | |
| | |
| | |
| | |
Item 2. | | |
Item 3. | | |
Item 4. | | |
| PART II—OTHER INFORMATION | |
Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
| | |
PART I—FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS | | | | | | | | | | | |
| Unaudited | | |
In millions, except par value | September 30, 2024 | | December 31, 2023 |
Assets | | | |
Assets | | | |
Cash, cash equivalents and restricted cash | $ | 410 | | | $ | 620 | |
Accounts receivable | 1,231 | | | 1,160 | |
Unbilled accounts receivable | 551 | | | 524 | |
Inventories, net | 2,380 | | | 2,284 | |
Other current assets | 202 | | | 267 | |
Total current assets | 4,774 | | | 4,855 | |
Property, plant and equipment, net | 1,439 | | | 1,485 | |
Goodwill | 8,786 | | | 8,780 | |
Other intangible assets, net | 2,996 | | | 3,205 | |
Other noncurrent assets | 649 | | | 663 | |
Total noncurrent assets | 13,870 | | | 14,133 | |
Total Assets | $ | 18,644 | | | $ | 18,988 | |
Liabilities and Shareholders’ Equity | | | |
Liabilities | | | |
Accounts payable | $ | 1,338 | | | $ | 1,250 | |
Customer deposits | 567 | | | 804 | |
Accrued compensation | 380 | | | 341 | |
Accrued warranty | 244 | | | 220 | |
Current portion of long-term debt | 500 | | | 781 | |
Other accrued liabilities | 652 | | | 660 | |
Total current liabilities | 3,681 | | | 4,056 | |
Long-term debt | 3,517 | | | 3,288 | |
Accrued postretirement and pension benefits | 62 | | | 62 | |
Deferred income taxes | 295 | | | 318 | |
| | | |
Other long-term liabilities | 798 | | | 740 | |
Total Liabilities | 8,353 | | | 8,464 | |
Commitments and contingencies (Note 14) | | | |
Equity | | | |
Common stock, $.01 par value; 500.0 shares authorized and 226.9 shares issued: 171.9 and 177.8 outstanding at September 30, 2024 and December 31, 2023, respectively | 2 | | | 2 | |
Additional paid-in capital | 7,999 | | | 7,977 | |
Treasury stock, at cost, 55.0 and 49.1 shares, at September 30, 2024 and December 31, 2023, respectively | (3,151) | | | (2,171) | |
Retained earnings | 6,007 | | | 5,269 | |
Accumulated other comprehensive loss | (607) | | | (590) | |
Total Westinghouse Air Brake Technologies Corporation shareholders’ equity | 10,250 | | | 10,487 | |
Noncontrolling interest | 41 | | | 37 | |
Total Equity | 10,291 | | | 10,524 | |
Total Liabilities and Equity | $ | 18,644 | | | $ | 18,988 | |
| | | |
The accompanying notes are an integral part of these statements.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | | | | | | | | | | | | | | | | | | | | | | | |
| Unaudited | | Unaudited |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
In millions, except per share data | 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
Net sales: | | | | | | | |
Sales of goods | $ | 2,171 | | | $ | 2,048 | | | $ | 6,323 | | | $ | 5,631 | |
Sales of services | 492 | | | 502 | | | 1,481 | | | 1,520 | |
Total net sales | 2,663 | | | 2,550 | | | 7,804 | | | 7,151 | |
Cost of sales: | | | | | | | |
Cost of goods | (1,512) | | | (1,475) | | | (4,413) | | | (4,132) | |
Cost of services | (271) | | | (283) | | | (822) | | | (839) | |
Total cost of sales | (1,783) | | | (1,758) | | | (5,235) | | | (4,971) | |
Gross profit | 880 | | | 792 | | | 2,569 | | | 2,180 | |
Operating expenses: | | | | | | | |
Selling, general and administrative expenses | (318) | | | (295) | | | (915) | | | (843) | |
Engineering expenses | (50) | | | (53) | | | (155) | | | (157) | |
Amortization expense | (79) | | | (74) | | | (224) | | | (222) | |
Total operating expenses | (447) | | | (422) | | | (1,294) | | | (1,222) | |
Income from operations | 433 | | | 370 | | | 1,275 | | | 958 | |
Other income and expenses: | | | | | | | |
Interest expense, net | (52) | | | (60) | | | (148) | | | (163) | |
Other (expense) income, net | (3) | | | 10 | | | (1) | | | 17 | |
Income before income taxes | 378 | | | 320 | | | 1,126 | | | 812 | |
Income tax expense | (92) | | | (78) | | | (272) | | | (204) | |
Net income | 286 | | | 242 | | | 854 | | | 608 | |
Less: Net income attributable to noncontrolling interest | (3) | | | (2) | | | (10) | | | (8) | |
Net income attributable to Wabtec shareholders | $ | 283 | | | $ | 240 | | | $ | 844 | | | $ | 600 | |
| | | | | | | |
Earnings Per Common Share | | | | | | | |
Basic | | | | | | | |
Net income attributable to Wabtec shareholders | $ | 1.63 | | | $ | 1.34 | | | $ | 4.81 | | | $ | 3.34 | |
Diluted | | | | | | | |
Net income attributable to Wabtec shareholders | $ | 1.63 | | | $ | 1.33 | | | $ | 4.80 | | | $ | 3.33 | |
| | | | | | | |
Weighted average shares outstanding | | | | | | | |
Basic | 173.4 | | | 178.6 | | | 175.1 | | | 179.1 | |
Diluted | 174.1 | | | 179.2 | | | 175.7 | | | 179.7 | |
The accompanying notes are an integral part of these statements.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | | | | | | | | | | | | | | | | | | | | | | | |
| Unaudited | | Unaudited |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
In millions | 2024 | | 2023 | | 2024 | | 2023 |
Net income attributable to Wabtec shareholders | $ | 283 | | | $ | 240 | | | $ | 844 | | | $ | 600 | |
Foreign currency translation gain (loss) | 114 | | | (106) | | | (23) | | | (82) | |
Unrealized (loss) gain on derivative contracts | (2) | | | 21 | | | 11 | | | 39 | |
Change in unrealized gain (loss) on pension and post-retirement benefit plans | 1 | | | 3 | | | (3) | | | 1 | |
Other comprehensive income (loss) before tax | 113 | | | (82) | | | (15) | | | (42) | |
Income tax expense related to components of other comprehensive income | — | | | (7) | | | (2) | | | (10) | |
Other comprehensive income (loss), net of tax | 113 | | | (89) | | | (17) | | | (52) | |
Comprehensive income attributable to Wabtec shareholders | $ | 396 | | | $ | 151 | | | $ | 827 | | | $ | 548 | |
The accompanying notes are an integral part of these statements.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | | | | | | | | | | | |
| Unaudited |
| Nine Months Ended September 30, |
In millions | 2024 | | 2023 |
| | | |
Operating Activities | | | |
Net income | $ | 854 | | | $ | 608 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation and amortization | 375 | | | 371 | |
Stock-based compensation expense | 44 | | | 36 | |
Below market intangible amortization | (34) | | | (39) | |
Net loss on disposal of property, plant and equipment | 2 | | | 4 | |
Changes in operating assets and liabilities, net of acquisitions and dispositions: | | | |
Accounts receivable and unbilled accounts receivable | (92) | | | (214) | |
Inventories | (115) | | | (201) | |
Accounts payable | 87 | | | (50) | |
Accrued income taxes | 33 | | | (6) | |
Accrued liabilities and customer deposits | (172) | | | 12 | |
Other assets and liabilities | 129 | | | (6) | |
Net cash provided by operating activities | 1,111 | | | 515 | |
Investing Activities | | | |
Purchase of property, plant and equipment | (123) | | | (109) | |
Proceeds from dispositions of businesses | 17 | | | — | |
Proceeds from disposal of property, plant and equipment | 13 | | | — | |
Acquisitions of businesses, net of cash acquired | (13) | | | (227) | |
Net cash used for investing activities | (106) | | | (336) | |
Financing Activities | | | |
Proceeds from debt, net of issuance costs | 1,872 | | | 4,351 | |
Payments of debt | (1,934) | | | (4,302) | |
Repurchase of stock | (974) | | | (252) | |
Cash dividends | (106) | | | (92) | |
Payment of contingent consideration | (42) | | | — | |
Payment of income tax withholding on share-based compensation | (24) | | | (16) | |
Distribution to noncontrolling interest | (6) | | | (12) | |
Other financing activities | 5 | | | — | |
Net cash used for financing activities | (1,209) | | | (323) | |
Effect of changes in currency exchange rates | (6) | | | (5) | |
Decrease in cash | (210) | | | (149) | |
Cash, cash equivalents and restricted cash, beginning of period | 620 | | | 541 | |
Cash, cash equivalents and restricted cash, end of period | $ | 410 | | | $ | 392 | |
The accompanying notes are an integral part of these statements.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In millions | | Common Stock Shares | | Common Stock Amount | | Additional Paid-in Capital | | Treasury Stock Shares | | Treasury Stock Amount | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Non-controlling Interest | | Total |
Balance, December 31, 2023 | | 226.9 | | | $ | 2 | | | $ | 7,977 | | | (49.1) | | | $ | (2,171) | | | $ | 5,269 | | | $ | (590) | | | $ | 37 | | | $ | 10,524 | |
Cash dividends ($0.20 dividend per share) | | — | | | — | | | — | | | — | | | — | | | (36) | | | — | | | — | | | (36) | |
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | | — | | | — | | | (22) | | | 0.3 | | | 2 | | | — | | | — | | | — | | | (20) | |
Stock based compensation | | — | | | — | | | 12 | | | — | | | — | | | — | | | — | | | — | | | 12 | |
Net income | | — | | | — | | | — | | | — | | | — | | | 272 | | | — | | | 5 | | | 277 | |
Other comprehensive loss, net of tax | | — | | | — | | | — | | | — | | | — | | | — | | | (77) | | | — | | | (77) | |
Stock repurchase | | — | | | — | | | — | | | (1.3) | | | (176) | | | — | | | — | | | — | | | (176) | |
Balance, March 31, 2024 | | 226.9 | | | $ | 2 | | | $ | 7,967 | | | (50.1) | | | $ | (2,345) | | | $ | 5,505 | | | $ | (667) | | | $ | 42 | | | $ | 10,504 | |
Cash dividends ($0.20 dividend per share) | | — | | | — | | | — | | | — | | | — | | | (35) | | | — | | | — | | | (35) | |
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | | — | | | — | | | — | | | 0.1 | | | 2 | | | — | | | — | | | — | | | 2 | |
Stock based compensation | | — | | | — | | | 14 | | | — | | | — | | | — | | | — | | | — | | | 14 | |
Net income | | — | | | — | | | — | | | — | | | — | | | 289 | | | — | | | 2 | | | 291 | |
Other comprehensive loss, net of tax | | — | | | — | | | — | | | — | | | — | | | — | | | (53) | | | — | | | (53) | |
Stock repurchase | | — | | | — | | | — | | | (1.3) | | | (202) | | | — | | | — | | | — | | | (202) | |
Distribution to noncontrolling interest | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1) | | | (1) | |
Balance, June 30, 2024 | | 226.9 | | | $ | 2 | | | $ | 7,981 | | | (51.3) | | | $ | (2,545) | | | $ | 5,759 | | | $ | (720) | | | $ | 43 | | | $ | 10,520 | |
Cash dividends ($0.20 dividend per share) | | — | | | — | | | — | | | — | | | — | | | (35) | | | — | | | | | (35) | |
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | | — | | | — | | | — | | | — | | | (1) | | | — | | | — | | | — | | | (1) | |
Stock based compensation | | — | | | — | | | 18 | | | — | | | — | | | — | | | — | | | — | | | 18 | |
Net income | | — | | | — | | | — | | | — | | | — | | | 283 | | | — | | | 3 | | | 286 | |
Other comprehensive income, net of tax | | — | | | — | | | — | | | — | | | — | | | — | | | 113 | | | — | | | 113 | |
Stock repurchase | | — | | | — | | | — | | | (3.7) | | | (605) | | | — | | | — | | | — | | | (605) | |
Distribution to noncontrolling interest | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (5) | | | (5) | |
Balance, September 30, 2024 | | 226.9 | | | $ | 2 | | | $ | 7,999 | | | (55.0) | | | $ | (3,151) | | | $ | 6,007 | | | $ | (607) | | | $ | 41 | | | $ | 10,291 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In millions | | Common Stock Shares | | Common Stock Amount | | Additional Paid-in Capital | | Treasury Stock Shares | | Treasury Stock Amount | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Non-controlling Interest | | Total |
Balance, December 31, 2022 | | 226.9 | | | $ | 2 | | | $ | 7,953 | | | (45.7) | | | $ | (1,769) | | | $ | 4,577 | | | $ | (661) | | | $ | 45 | | | $ | 10,147 | |
Cash dividends ($0.17 dividend per share) | | — | | | — | | | — | | | — | | | — | | | (31) | | | — | | | — | | | (31) | |
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | | — | | | — | | | (23) | | | 0.3 | | | 6 | | | — | | | — | | | — | | | (17) | |
Stock based compensation | | — | | | — | | | 10 | | | — | | | — | | | — | | | — | | | — | | | 10 | |
Net income | | — | | | — | | | — | | | — | | | — | | | 169 | | | — | | | 4 | | | 173 | |
Other comprehensive income, net of tax | | — | | | — | | | — | | | — | | | — | | | — | | | 30 | | | — | | | 30 | |
Stock repurchase | | — | | | — | | | — | | | (1.7) | | | (178) | | | — | | | — | | | — | | | (178) | |
Balance, March 31, 2023 | | 226.9 | | | $ | 2 | | | $ | 7,940 | | | (47.1) | | | $ | (1,941) | | | $ | 4,715 | | | $ | (631) | | | $ | 49 | | | $ | 10,134 | |
Cash dividends ($0.17 dividend per share) | | — | | | — | | | — | | | — | | | — | | | (31) | | | — | | | — | | | (31) | |
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | | — | | | — | | | (3) | | | 0.1 | | | 3 | | | — | | | — | | | — | | | — | |
Stock based compensation | | — | | | — | | | 12 | | | — | | | — | | | — | | | — | | | — | | | 12 | |
Net income | | — | | | — | | | — | | | — | | | — | | | 191 | | | — | | | 2 | | | 193 | |
Other comprehensive income, net of tax | | — | | | — | | | — | | | — | | | — | | | — | | | 7 | | | — | | | 7 | |
Stock repurchase | | — | | | — | | | — | | | (0.8) | | | (76) | | | — | | | — | | | — | | | (76) | |
Distribution to noncontrolling interest | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (12) | | | (12) | |
Balance, June 30, 2023 | | 226.9 | | | $ | 2 | | | $ | 7,949 | | | (47.8) | | | $ | (2,014) | | | $ | 4,875 | | | $ | (624) | | | $ | 39 | | | $ | 10,227 | |
Cash dividends ($0.17 dividend per share) | | — | | | — | | | — | | | — | | | — | | | (30) | | | — | | | — | | | (30) | |
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | | — | | | — | | | 2 | | | — | | | 1 | | | — | | | — | | | — | | | 3 | |
Stock based compensation | | — | | | — | | | 14 | | | — | | | — | | | — | | | — | | | — | | | 14 | |
Net income | | — | | | — | | | — | | | — | | | — | | | 240 | | | — | | | 2 | | | 242 | |
Other comprehensive loss, net of tax | | — | | | — | | | — | | | — | | | — | | | — | | | (89) | | | — | | | (89) | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Balance, September 30, 2023 | | 226.9 | | | $ | 2 | | | $ | 7,965 | | | (47.8) | | | $ | (2,013) | | | $ | 5,085 | | | $ | (713) | | | $ | 41 | | | $ | 10,367 | |
The accompanying notes are an integral part of these statements.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 (UNAUDITED)
1. BUSINESS
Except as the context otherwise requires, all references to “we”, “our”, “us”, the “Company” and “Wabtec” refer to Westinghouse Air Brake Technologies Corporation and its consolidated subsidiaries. References to the “Parent Company” refer to Westinghouse Air Brake Technologies Corporation alone. Wabtec is a global provider of value-added, technology-based locomotives, equipment, systems, and services for the freight rail and passenger transit industries, as well as the mining, marine and industrial markets. Our highly engineered products, which are intended to enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight cars, passenger transit cars and buses around the world. Our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles. Wabtec is a global company with operations in over 50 countries and our products can be found in more than 100 countries throughout the world. In the first nine months of 2024, approximately 52% of the Company’s Net sales came from customers outside the United States.
2. ACCOUNTING POLICIES
Basis of Presentation The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America and the rules and regulations of the Securities and Exchange Commission and include the accounts of Wabtec and its subsidiaries in which Wabtec has a controlling interest. These condensed consolidated interim financial statements do not include all of the information and footnotes required for complete financial statements. In Management’s opinion, these financial statements reflect all adjustments of a normal, recurring nature necessary for a fair presentation of the results for the interim periods presented. Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation.
Results for these interim periods are not necessarily indicative of results to be expected for the full year, particularly in light of ongoing volatility in the macroeconomic environment caused by supply chain disruptions, labor availability, broad-based inflation, and the impacts from regional conflicts. These factors continue to impact our sales channels, supply chain, manufacturing operations, workforce, and other key aspects of our operations. We are unable to reasonably predict the full impact of these factors due to the high degree of uncertainty regarding their duration and severity, their potential impact on global economic activity, and the impact that current and new sanctions may have on our business, global supply chain operations and our customers, suppliers, and end-markets.
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, 2023. The December 31, 2023 information has been derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
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. The Company may also use the output method which recognizes revenue based on direct measurements of the value transferred to the customer. Contract revenues and cost estimates are reviewed and revised periodically throughout the year and adjustments are reflected in the accounting period as such amounts are determined.
Due to the nature of work required to be performed on the Company’s long-term projects, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Contract estimates related to long-term projects are based on various assumptions to project the outcome of future events that could span several years. These assumptions include cost of materials; labor availability and productivity; complexity of the work to be performed; and the performance of suppliers, customers and subcontractors that may be associated with the contract. We have a disciplined process where Management reviews the progress of long term-projects periodically throughout the year. As part of this process, Management reviews information including key contract matters, progress towards completion, identified risks and opportunities and any other information that could impact the Company’s estimates of revenue and costs. After completing this analysis, any adjustments to net sales, cost of goods sold, and the related impact to operating income are recognized as necessary in the period they become known.
Generally, the Company’s revenue contains a single performance obligation for each distinct good or service; however, a single contract may have multiple performance obligations comprising multiple promises to customers. When there are multiple performance obligations, revenue is allocated based on the relative stand-alone selling price. Pricing is defined in our contracts on a line item basis and includes an estimate of variable consideration when required by the terms of the individual customer contract. Types of variable consideration the Company typically has include volume discounts, prompt payment discounts, price escalation clauses, 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 and future expectations.
Remaining performance obligations represent the allocated transaction price of unsatisfied or partially unsatisfied performance obligations. As of September 30, 2024, the Company's remaining performance obligations were approximately $22.2 billion. The Company expects to recognize revenue of approximately 34% of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter.
Revolving Receivables Program The Company utilizes a revolving facility to sell up to $350 million of certain receivables of the Company and certain of its subsidiaries (the "Originators"). The Originators contribute receivables to our bankruptcy-remote subsidiary, which sells the receivables to a financial institution on a recurring basis in exchange for cash equal to the gross receivables sold. The bankruptcy remote subsidiary is a separate legal entity with its own creditors, and its assets are not available to pay creditors of the Company or any other affiliates of the Company. As customers pay their balances, we transfer additional receivables into the program, which could result in our gross receivables sold being higher or lower than customer collections remitted to the financial institution for any applicable period. The sold receivables are fully guaranteed by our bankruptcy-remote subsidiary, which holds additional receivables that are pledged as collateral under this facility. The Company has agreed to guarantee the performance of the Originators respective obligations under the revolving agreement. Neither the Company (except for the bankruptcy-remote consolidated subsidiary referenced above) nor the Originators guarantees the collectability of the receivables under the revolving agreements.
At September 30, 2024 and December 31, 2023, the bankruptcy-remote subsidiary held receivables of $646 million and $674 million, respectively, which are included in the Company's Condensed Consolidated Balance Sheets. The receivables held by the bankruptcy-remote subsidiary collateralize the outstanding receivables sold, which were $95 million and $20 million at September 30, 2024 and December 31, 2023, respectively. The transfers are recorded at the fair value of the proceeds received and obligations assumed less derecognized receivables. No obligation was recorded at September 30, 2024 or December 31, 2023 as the estimated expected credit losses on receivables sold is insignificant. Our maximum exposure to losses related to these receivables transferred is limited to the amount outstanding.
The following table sets forth a summary of receivables sold and the resulting impact of net cash proceeds included in cash from operations: | | | | | | | | | | | |
In millions | Nine Months Ended September 30, 2024 | | Nine Months Ended September 30, 2023 |
Gross receivables sold/cash proceeds received | $ | 926 | | | $ | 2,030 | |
Customer collections remitted to financial institution | (851) | | | (1,875) | |
Net cash proceeds received included in cash from operations | $ | 75 | | | $ | 155 | |
Restricted Cash At September 30, 2024 and December 31, 2023, the Company classified cash of $9 million and $5 million, respectively, as restricted for cash held in escrow related to acquisitions.
Depreciation Expense Depreciation of property, plant and equipment related to the manufacturing of products or services provided is included in Cost of goods or Cost of services. Depreciation of other property, plant and equipment that is not attributable to the manufacturing of products or services provided is included in Selling, general and administrative
expenses or Engineering expenses to the extent the property, plant, and equipment is used for research and development purposes.
Goodwill and Intangible Assets Goodwill and other intangible assets with indefinite lives are not amortized. Other intangibles (with definite lives) are amortized on a straight-line basis over their estimated economic lives. Amortizable intangible assets are reviewed for impairment when indicators of impairment are present. The Company tests goodwill and indefinite-lived intangible assets for impairment at the reporting unit level and at least annually. The Company performs its annual impairment test during the fourth quarter after the annual forecasting process is completed, and also tests for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company will perform either a qualitative or quantitative test for goodwill, performing a quantitative test for each identified reporting unit at least every three years. Periodically, Management of the Company assesses whether or not an indicator of impairment is present that would necessitate an impairment analysis be performed. No impairment indicators were identified during the current quarter.
Accounting Standards Recently Issued In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition to the current requirements, the amendments specify additional information be provided about the chief operating decision maker ("CODM") as well as disaggregated expense categories, to the extent that the CODM utilizes such data in deciding how to allocate resources. The amendments in this update do not affect the recognition, measurement, or financial statement presentation of expenses, and will be effective for Wabtec's annual reporting periods beginning January 1, 2024 and interim reporting periods beginning January 1, 2025. The amendments will require increased interim and annual disclosures on current and comparable reporting periods presented in annual and interim company filings.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require entities to disclose on an annual basis specific categories within the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The amendments in this update also require enhanced disaggregation of disclosures about income taxes paid and income tax expense, among other changes. The amendments in this update do not affect the recognition, measurement, or financial statement presentation of income taxes and will be effective for Wabtec's annual reporting periods beginning January 1, 2025. The amendments will require increased annual disclosures on current and comparable reporting periods presented in annual and interim company filings. The Company is assessing the extent of the impact of the amendments on its future filings.
Accumulated Other Comprehensive Loss Comprehensive (loss) income comprises both Net income and Other comprehensive (loss) income resulting from the change in equity from transactions and other events and circumstances from non-owner sources.
The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the three months ended September 30, 2024 and 2023 are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign currency translation | | Derivative contracts | | Pension and postretirement benefit plans | | Total |
In millions | 2024 | 2023 | | 2024 | 2023 | | 2024 | 2023 | | 2024 | 2023 |
Balance at June 30 | $ | (678) | | $ | (572) | | | $ | 17 | | $ | 4 | | | $ | (59) | | $ | (56) | | | $ | (720) | | $ | (624) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Other comprehensive income (loss), net | 114 | | (106) | | | (1) | | 16 | | | — | | 1 | | | 113 | | (89) | |
Balance at September 30 | $ | (564) | | $ | (678) | | | $ | 16 | | $ | 20 | | | $ | (59) | | $ | (55) | | | $ | (607) | | $ | (713) | |
The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the nine months ended September 30, 2024 and 2023 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign currency translation | | Derivative contracts | | Pension and postretirement benefit plans | | Total |
In millions | 2024 | 2023 | | 2024 | 2023 | | 2024 | 2023 | | 2024 | 2023 |
Balance at beginning of year | $ | (541) | | $ | (596) | | | $ | 7 | | $ | (9) | | | $ | (56) | | $ | (56) | | | $ | (590) | | $ | (661) | |
Other comprehensive (loss) income before reclassifications | (23) | | (82) | | | 9 | | 29 | | | — | | — | | | (14) | | (53) | |
Amounts reclassified from Accumulated other comprehensive (loss) income | — | | — | | | — | | — | | | (3) | | 1 | | | (3) | | 1 | |
Other comprehensive (loss) income, net | (23) | | (82) | | | 9 | | 29 | | | (3) | | 1 | | | (17) | | (52) | |
Balance at September 30 | $ | (564) | | $ | (678) | | | $ | 16 | | $ | 20 | | | $ | (59) | | $ | (55) | | | $ | (607) | | $ | (713) | |
Amounts reclassified from Accumulated other comprehensive loss are recognized in "Other (expense) income, net" with the tax impact recognized in "Income tax expense" on the Condensed Consolidated Statements of Income.
Supply Chain Financing Program The Company has entered into supply chain financing arrangements with third-party financial institutions to provide our vendors with enhanced payment options while providing the Company with added working capital flexibility. The Company does not provide any guarantees under these arrangements, does not have an economic interest in our suppliers' voluntary participation, does not receive an economic benefit from the financial institutions, and no assets are pledged under the arrangements. The arrangements do not change the payable terms negotiated by the Company and our vendors, which range between net 45 and net 180 days, and does not result in a change in the classification of amounts due as Accounts payable in the Condensed Consolidated Balance Sheets. Suppliers utilized the program to accelerate receipt of payment from these financial institutions for $338 million and $305 million of the Company's outstanding Accounts payable as of September 30, 2024 and December 31, 2023, respectively. The supplier invoices included under the program require payment in full to the financial institutions consistent with the Company’s normal terms and conditions as agreed upon with the vendor.
3. ACQUISITIONS
On December 22, 2023, the Company purchased the remaining ownership shares of Lokomotiv Kurastyru Zauyty ("LKZ"), a locomotive manufacturing and assembly company located in Kazakhstan, at which time it became a wholly owned subsidiary of the Company. Prior to this purchase, Wabtec owned 50% of LKZ as a joint venture partner and accounted for its ownership interest as an equity method investment. Total purchase price for the remaining 50% interest was $111 million. Upon acquisition, Wabtec's previously held equity interest balance was remeasured to fair value and the Company ceased accounting for the investment using the equity method and recognized 100% of LKZ's identifiable assets and liabilities. LKZ's results of operations and cash flows have been fully consolidated subsequent to the acquisition date.
The following table summarizes the fair value of 100% of the LKZ assets acquired and liabilities assumed:
| | | | | |
In millions | |
Assets acquired | |
Cash and cash equivalents | $ | 30 | |
Accounts receivable | 6 | |
Inventory | 95 | |
Property, plant and equipment | 36 | |
Goodwill | 111 | |
Other noncurrent assets | 3 | |
Total assets acquired | 281 | |
Liabilities assumed | |
Current liabilities | 21 | |
Noncurrent liabilities | 3 | |
Total liabilities assumed | 24 | |
Net assets acquired | $ | 257 | |
The fair values of the assets acquired and liabilities assumed were determined using the income, cost and market approaches. These estimates are preliminary in nature and subject to adjustments, which could be material as the Company has not completed its valuation of acquired assets and liabilities. Any necessary adjustments will be finalized within one year from the date of acquisition.
Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of the net assets acquired and represents the assembled workforce and the future economic benefits of expanding our global operations expected to be achieved as a result of the acquisition. The purchased goodwill is not expected to be deductible for tax purposes. The results of this business since the date of acquisition are reported within the Equipment product line of the Freight Segment. The pro forma impact on Wabtec’s sales and results of operations, including the pro forma effect of events that are directly attributable to the acquisition, was not significant.
During the second quarter of 2023, the Company acquired L&M Radiator, Inc., a leading manufacturer of heavy-duty equipment radiators and heat exchangers for the mining sector, for a purchase price of approximately $245 million.
The following table summarizes the fair value of the L&M Radiator, Inc. assets acquired and liabilities assumed:
| | | | | |
In millions | |
Assets acquired | |
Cash and cash equivalents | $ | 16 | |
Accounts receivable | 20 | |
Inventory | 26 | |
Other current assets | 1 | |
Property, plant and equipment | 43 | |
Goodwill | 106 | |
Other intangible assets | 89 | |
Other noncurrent assets | 1 | |
Total assets acquired | 302 | |
Liabilities assumed | |
Current liabilities | 16 | |
Noncurrent liabilities | 41 | |
Total liabilities assumed | 57 | |
Net assets acquired | $ | 245 | |
The fair values of the assets acquired and liabilities assumed were determined using the income, cost and market approaches. Discounted cash flow models were used to estimate the fair values of acquired intangibles. The fair value measurements were primarily based on significant inputs that are not observable in the market and are considered Level 3 in the fair value hierarchy. Intangible assets acquired include customer relationships and acquired technology that are subject to amortization, and trade names that were assigned an indefinite life and are not subject to amortization.
Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of the net assets acquired, and represents the assembled workforce and the future economic benefits, including synergies, that are expected to be achieved as a result of the acquisition. The purchased goodwill is not expected to be deductible for tax purposes. The results of this business since the date of acquisition are reported within the Components product line of the Freight Segment. The pro forma impact on Wabtec’s sales and results of operations, including the pro forma effect of events that are directly attributable to the acquisition, was not significant.
The Company also made smaller acquisitions during the periods presented, none of which were material.
4. INVENTORIES
The components of inventory, net of reserves, were: | | | | | | | | | | | |
In millions | September 30, 2024 | | December 31, 2023 |
Raw materials | $ | 1,028 | | | $ | 1,062 | |
Work-in-progress | 590 | | | 463 | |
Finished goods | 762 | | | 759 | |
Total inventories | $ | 2,380 | | | $ | 2,284 | |
5. GOODWILL AND INTANGIBLE ASSETS
The change in the carrying amount of goodwill by segment is as follows: | | | | | | | | | | | | | | | | | |
In millions | Freight Segment | | Transit Segment | | Total |
Balance at December 31, 2023 | $ | 7,294 | | | $ | 1,486 | | | $ | 8,780 | |
Additions/adjustments | 9 | | | — | | | 9 | |
Foreign currency impact | (23) | | | 20 | | | (3) | |
Balance at September 30, 2024 | $ | 7,280 | | | $ | 1,506 | | | $ | 8,786 | |
As of September 30, 2024 and December 31, 2023, the Company’s trade names had a net carrying amount of $619 million and $612 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 had assigned a useful life of 5 years and has been fully amortized.
Intangible assets of the Company, other than goodwill and trade names, consist of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2024 | | December 31, 2023 |
In millions | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Backlog | | $ | 1,433 | | | $ | (605) | | | $ | 828 | | | $ | 1,431 | | | $ | (526) | | | $ | 905 | |
Customer relationships | | 1,322 | | | (481) | | | 841 | | | 1,333 | | | (431) | | | 902 | |
Acquired technology | | 1,296 | | | (588) | | | 708 | | | 1,283 | | | (497) | | | 786 | |
Total | | $ | 4,051 | | | $ | (1,674) | | | $ | 2,377 | | | $ | 4,047 | | | $ | (1,454) | | | $ | 2,593 | |
At September 30, 2024 the weighted average remaining useful lives of backlog, customer relationships and acquired technology were 7 years, 14 years and 6 years, respectively. The backlog intangible asset primarily consists of in-place long-term service agreements acquired by the Company in conjunction with the acquisition of GE Transportation. Amortization expense for intangible assets was $79 million and $224 million for the three and nine months ended September 30, 2024, respectively, and $74 million and $222 million for the three and nine months ended September 30, 2023, respectively.
Amortization expense for the five succeeding years is estimated to be as follows: | | | | | |
In millions | |
Remainder of 2024 | $ | 70 | |
2025 | $ | 272 | |
2026 | $ | 267 | |
2027 | $ | 262 | |
2028 | $ | 261 | |
6. CONTRACT ASSETS AND CONTRACT LIABILITIES
Contract assets include unbilled amounts resulting from sales under long-term contracts where revenue is recognized over time and revenue exceeds the amount that can be billed to the customer based on the terms of the contract. The current portion of the contract assets are classified as current assets under the caption “Unbilled accounts receivable” while the noncurrent contract assets are classified as other assets under the caption "Other noncurrent assets" on the Condensed Consolidated Balance Sheets. Noncurrent contract assets were $175 million at September 30, 2024 and $154 million at December 31, 2023. 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 Condensed Consolidated Balance Sheets. Noncurrent contract liabilities were $319 million at September 30, 2024 and $174 million at December 31, 2023. 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 $89 million and $104 million at September 30, 2024 and December 31, 2023, respectively. These provisions for estimated losses are classified as current liabilities and included within the caption “Other accrued liabilities” on the Condensed Consolidated Balance Sheets.
The change in the carrying amount of contract assets and contract liabilities for the nine months ended September 30, 2024 and 2023 is as follows: | | | | | | | | | | | |
| Contract Assets |
In millions | 2024 | | 2023 |
Balance at beginning of year | $ | 678 | | | $ | 706 | |
Recognized in current year | 549 | | | 562 | |
Reclassified to accounts receivable | (496) | | | (456) | |
Acquisitions/adjustments | — | | | (2) | |
Foreign currency impact | (5) | | | (4) | |
Balance at September 30 | $ | 726 | | | $ | 806 | |
| | | |
| Contract Liabilities |
In millions | 2024 | | 2023 |
Balance at beginning of year | $ | 1,082 | | | $ | 956 | |
Recognized in current year | 1,021 | | | 1,043 | |
Amounts in beginning balance reclassified to revenue | (513) | | | (632) | |
Current year amounts reclassified to revenue | (615) | | | (393) | |
Acquisitions | — | | | 1 | |
Foreign currency impact | — | | | (6) | |
Balance at September 30 | $ | 975 | | | $ | 969 | |
7. LEASES
The Company leases certain property, buildings and equipment. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments. Many of the Company's leases include rental escalation clauses, renewal options, and/or termination options that are factored into our determination of lease payments when appropriate. The right-of-use assets are classified as noncurrent and included within the caption "Other noncurrent assets" on the Condensed Consolidated Balance Sheets. The current portion of lease liabilities are classified under the caption "Other accrued liabilities," while the noncurrent portion of lease liabilities are classified under the caption "Other long-term liabilities" on the Condensed Consolidated Balance Sheets. The Company does not separate lease and non-lease components. As most of the Company's leases do not provide a readily stated discount rate, the Company must estimate the rate to discount lease payments using its incremental borrowing rate.
Operating lease expense was $18 million and $50 million for the three and nine months ended September 30, 2024, respectively, and $16 million and $48 million for the three and nine months ended September 30, 2023, respectively. New operating leases of $8 million and $40 million were added during the three and nine months ended September 30, 2024, respectively, and $7 million and $27 million for the three and nine months ended September 30, 2023, respectively. Wabtec does not have material financing leases, short-term or variable leases or sublease income.
Scheduled payments of lease liabilities are as follows: | | | | | |
In millions | Operating Leases |
Remaining 2024 | $ | 17 | |
2025 | 61 | |
2026 | 54 | |
2027 | 43 | |
2028 | 32 | |
Thereafter | 110 | |
Total lease payments | 317 | |
Less: Present value discount | (27) | |
Present value of lease liabilities | $ | 290 | |
The following table summarizes the remaining lease term and discount rate assumptions used to develop the present value of operating lease liabilities: | | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
Weighted-average remaining lease term (years) | 7.2 | | 7.8 |
Weighted-average discount rate | 2.8 | % | | 2.4 | % |
8. LONG-TERM DEBT
Long-term debt consisted of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Effective Interest Rate | | Face Value | | September 30, 2024 | | December 31, 2023 |
In millions | | | Book Value | | Fair Value1 | | Book Value | | Fair Value1 |
2024 Credit Agreement: | | | | | | | | | | | |
Term Loan | 6.7 | % | | $ | 225 | | | $ | 224 | | | $ | 225 | | | $ | — | | | $ | — | |
2022 Credit Agreement: | | | | | | | | | | | |
Revolving Credit Facility | 8.6 | % | | N/A | | — | | | — | | | — | | | — | |
Delayed Draw Term Loan | 6.7 | % | | $ | 250 | | | 250 | | | 250 | | | 250 | | | 250 | |
Senior Notes: | | | | | | | | | | | |
4.15% Senior Notes, due 2024 | — | % | | $ | — | | | — | | | — | | | 725 | | | 722 | |
3.20% Senior Notes, due 2025 | 3.4 | % | | $ | 500 | | | 499 | | | 494 | | | 499 | | | 484 | |
3.45% Senior Notes, due 2026 | 3.5 | % | | $ | 750 | | | 750 | | | 738 | | | 749 | | | 718 | |
1.25% Senior Notes (EUR), due 2027 | 1.5 | % | | € | 500 | | | 552 | | | 527 | | | 547 | | | 509 | |
4.70% Senior Notes, due 2028 | 4.8 | % | | $ | 1,250 | | | 1,246 | | | 1,269 | | | 1,245 | | | 1,237 | |
5.611% Senior Notes, due 2034 | 5.7 | % | | $ | 500 | | | 495 | | | 529 | | | — | | | — | |
Other Borrowings | | | | | 1 | | | 1 | | | 54 | | | 57 | |
Total | | | | | 4,017 | | | 4,033 | | | 4,069 | | | 3,977 | |
Less: current portion | | | | | (500) | | | (495) | | | (781) | | | (779) | |
Long-term portion | | | | | $ | 3,517 | | | $ | 3,538 | | | $ | 3,288 | | | $ | 3,198 | |
1. See Note 13 for information on the fair value measurement of the Company's long-term debt.
Variances between Face Value and Book Value are the result of unamortized discounts and debt issuance fees as well as foreign exchange on the Euro Notes. Amortization of discounts and debt issuance fees are included in the calculation of Effective Interest Rate.
For those debt securities that have a premium or discount at the time of issuance, the Company amortizes the amount through interest expense based on the maturity date or the first date the holders may require the Company to repurchase the debt securities, if applicable. A premium would result in a decrease in interest expense, and a discount would result in an increase in interest expense in future periods. Additionally, the Company has debt issuance costs related to certain financing transactions which are also amortized through interest expense. As of September 30, 2024 and December 31, 2023, the Company had total combined unamortized discount and debt issuance costs of $17 million and $15 million, respectively.
Credit Agreements
2024 Credit Agreement
On March 14, 2024, the Company entered into a new stand-alone credit agreement (the "2024 Credit Agreement") for a term loan of $225 million. Borrowings under the 2024 Credit Agreement bear interest at a base rate plus an interest rate spread up to 1.75% based on the lower of the pricing corresponding to (i) the Company’s Leverage Ratio or (ii) the Company’s public rating. At September 30, 2024, the interest rate was 6.5%. The frequency of interest payments varies based upon the Interest Election Request. The term loan issued under the 2024 Credit Agreement will mature on March 14, 2029. The obligations of the Company under the 2024 Credit Agreement are unsecured and have been guaranteed by certain of the Company’s subsidiaries. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type.
Under the 2024 Credit Agreement, the Company has agreed to maintain an Interest Coverage Ratio of at least 3.0 to 1.0, and a Leverage Ratio not to exceed 3.5 to 1.0. The Interest Coverage Ratio is calculated using an earnings metric as defined in the agreement compared to Interest Expense for the four quarters then ended. The Leverage Ratio is defined as net debt (total debt, net of up to $300 million of unrestricted cash) as of the last day of such fiscal quarter to the defined earnings metric for the four quarters then ended. Additionally, the Company may effect an increase in the maximum Leverage Ratio in contemplation of a Material Acquisition. All terms are as defined in the 2024 Credit Agreement.
2022 Credit Agreement
On August 15, 2022, the Company entered into a new unsecured credit agreement (the "2022 Credit Agreement"). The 2022 Credit Agreement provides for borrowings consisting of (i) a multi-currency revolving credit facility, providing for an equivalent in U.S. dollars of up to $1.5 billion (the “Revolving Credit Facility”) and (ii) a $250 million delayed draw term loan facility (the “Delayed Draw Term Loan”), all pursuant to the terms and conditions of the 2022 Credit Agreement. The 2022
Credit Agreement allows the Company to request, at prevailing market rates, an aggregate amount not to exceed $750 million, (a) increases to the borrowing commitments under the Revolving Credit Facility and/or (b) new incremental term loan commitments. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type.
The Revolving Credit Facility matures on August 15, 2027. The Delayed Draw Term Loan was fully drawn during the third quarter of 2023, and the proceeds were utilized to redeem the 4.375% Senior Notes, due 2023. Borrowings under the Delayed Draw Term Loan will mature on August 15, 2027. Amounts borrowed and repaid under the Delayed Draw Term Loan may not be reborrowed. The applicable interest rate for borrowings under the 2022 Credit Agreement includes a base rate (per the Interest Election terms of the agreement) plus an interest rate spread up to 1.75% based on the lower of the pricing corresponding to (i) the Company’s financial leverage or (ii) the Company’s public rating. At September 30, 2024, the interest rate was 6.5%. Obligations under the Restated Credit Agreement have been guaranteed by certain of the Company’s subsidiaries.
Under the 2022 Credit Agreement, the Company has agreed to maintain an Interest Coverage Ratio of at least 3.0 to 1.0, and a Leverage Ratio not to exceed 3.5 to 1.0. The Interest Coverage Ratio is calculated using an earnings metric as defined in the agreement compared to Interest Expense for the four quarters then ended. The Leverage Ratio is defined as net debt (total debt, net of up to $300 million of unrestricted cash) as of the last day of such fiscal quarter to the defined earnings metric for the four quarters then ended. Additionally, the Company may effect an increase in the maximum Leverage Ratio in contemplation of a Material Acquisition. All terms are as defined in the 2022 Credit Agreement.
The following table presents availability under the 2022 Credit Agreement at September 30, 2024: | | | | | | | | | | | | | | | | | | | | |
In millions | | Revolving Credit Facility | | Delayed Draw Term Loan | | Total |
Maximum Availability | | $ | 1,500 | | | $ | 250 | | | $ | 1,750 | |
Outstanding Borrowings | | — | | | (250) | | | (250) | |
Letters of Credit Under Credit Agreement | | — | | | — | | | — | |
Current Availability | | $ | 1,500 | | | $ | — | | | $ | 1,500 | |
The Company was in compliance with all financial covenants in the 2022 Credit Agreement and the 2024 Credit Agreement as of September 30, 2024.
Intra-Quarter Uncommitted Money Market Line Credit Agreement
During the third quarter of 2024, the Company entered into an uncommitted bilateral money market line credit agreement which provides an aggregate borrowing capacity of $150 million, for general business purposes and working capital needs within a quarter.
Senior Notes
The Company or its subsidiaries may issue senior notes from time to time. These notes are comprised of our 4.15% Senior Notes due 2024 (the "2024 Notes"), 3.20% Senior Notes due 2025 (the "2025 Notes"), 3.45% Senior Notes due 2026 (the "2026 Notes"), 1.25% Senior Notes (EUR) due 2027 (the "Euro Notes"), 4.70% Senior Notes due 2028 (the "2028 Notes"), and 5.611% Senior Notes due 2034 (the "2034 Notes"). The 2024 Notes, 2025 Notes, 2026 Notes, 2028 Notes, and 2034 Notes are the “US Notes”, and collectively with the Euro Notes, the “Senior Notes.” Interest on the US Notes is payable semi-annually and interest on the Euro Notes is paid annually. Each series of the Senior Notes may be redeemed at any time in whole or from time to time in part in accordance with the provisions of the indenture, under which such series of notes was issued. Each of the Senior Notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest. The US Notes and the Company's guarantee of the Euro Notes are senior unsecured obligations of the Company and rank pari passu with all existing and future senior debt, and are senior to all existing and future subordinated indebtedness of the Company.
On March 11, 2024, the Company issued $500 million of 5.611% Senior Notes due in 2034 (2034 Notes). The 2034 Notes were issued at 100% of face value and the Company recognized approximately $5 million of total deferred financing costs. Interest on the 2034 Notes will accrue at a rate of 5.611% per year, payable semi-annually on March 11 and September 11 of each year, commencing September 11, 2024. The 2034 Notes will mature on March 11, 2034.
Proceeds from the 2034 Notes, combined with the proceeds from the term loan under the 2024 Credit Agreement and cash on hand, were utilized to repay the outstanding amount of 2024 Notes at maturity.
Beginning September 15, 2023, the effective interest rates for the 2024 Notes and the 2028 Notes were each reduced by 0.25% due to a favorable change in Wabtec's corporate credit rating and the rating of the aforementioned notes.
The indentures under which the Senior Notes were issued contain covenants and restrictions which limit, subject to certain exceptions, certain sale and leaseback transactions with respect to principal properties, the incurrence of secured debt without equally and ratably securing the Senior Notes, and certain merger and consolidation transactions. The covenants do not require the Company to maintain any financial ratios or specified levels of net worth or liquidity. The US Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the Company's subsidiaries that is a guarantor under the 2022 Credit Agreement and the 2024 Credit Agreement. The Euro Notes were issued by Wabtec Transportation Netherlands B.V. and are fully and unconditionally guaranteed by the Parent Company.
The Company is in compliance with the restrictions and covenants in the indentures under which the Senior Notes were issued and expects that these restrictions and covenants will not be any type of limiting factor in executing our operating activities.
9. STOCK-BASED COMPENSATION
The Company maintains employee stock-based compensation plans for stock options, restricted stock, and incentive stock units as governed by the 2011 Stock Incentive Compensation Plan, as amended and restated (the “2011 Plan”) and the 2000 Stock Incentive Plan, as amended (the “2000 Plan”). The 2011 Plan has a term through May 10, 2027, and as of September 30, 2024, the number of shares available for future grants under the 2011 Plan was approximately 4.4 million shares. The Company also maintains a 1995 Non-Employee Directors’ Fee and Stock Option Plan as amended and restated (“the Directors Plan”).
Stock-based compensation expense was $23 million and $57 million for the three and nine months ended September 30, 2024, respectively, and $16 million and $42 million for the three and nine months ended September 30, 2023, respectively. At September 30, 2024, unamortized compensation expense related to stock options, non-vested restricted shares and incentive stock units expected to vest was approximately $91 million.
Stock Options Stock options can be granted to eligible employees and directors at an exercise price equal to fair market value, which is the average of the high and low Wabtec stock price on the date of grant. Options become exercisable over a three-year vesting period and expire 10 years from the date of grant. There were no stock options granted in the periods presented. At September 30, 2024, there were 231,026 shares issuable pursuant to exercisable stock options.
Restricted Stock, Restricted Stock Units and Incentive Stock As provided for under the 2011 Plan and 2000 Plan, eligible employees are granted restricted stock that generally vests over three years from the date of grant. Under the Directors Plan, restricted stock awards vest one year from the date of grant. The restricted stock units are liability-classified equity awards as they can be settled in cash.
In addition, the Company has issued incentive stock units to eligible employees that vest upon attainment of certain cumulative three-year performance goals, including a Relative Total Stockholder Return ("RTSR") modifier. The RTSR modifier can increase or decrease the payment by 10% or 20% depending on plan year. Significant judgments and estimates are used in determining the estimated three-year performance, which is then used to estimate the total shares expected to vest over the three-year vesting cycle and corresponding expense based on the grant date fair value of the award. When determining the estimated three-year performance, the Company utilizes a combination of historical actual results, budgeted results and forecasts. Upon the initial grant of a performance cycle, the Company estimates the three-year performance at 100%. Quarterly, the Company reviews and updates performance estimates based on actual performance results and current projections. Based on the Company’s performance for each three-year period then ended, the incentive stock units can vest and be awarded ranging from 0% to 200% of the initial incentive stock units granted. The incentive stock units included in the table below represent the number of incentive stock units that are expected to vest based on the Company’s estimate for meeting those established performance targets. As of September 30, 2024, the Company estimates that it will achieve 158%, 163% and 175% for the incentive stock awards expected to vest, inclusive of the RTSR modifier, based on the estimated performance for the three-year periods ending December 31, 2024, 2025, and 2026, respectively, and has recorded incentive compensation expense accordingly. If the estimates 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 closing price of the Company's common stock on the date of grant and recognized over the applicable vesting period. Expense for incentive stock units is updated as necessary based on the Company's performance.
The following table summarizes the restricted stock, restricted stock unit and incentive stock unit activity and related information for the nine months ended September 30, 2024: | | | | | | | | | | | | | | | | | |
| Restricted Stock and Units | | Incentive Stock Units | | Weighted Average Grant Date Fair Value |
Outstanding at December 31, 2023 | 760,569 | | | 692,732 | | | $ | 93.65 | |
Granted | 309,241 | | | 193,661 | | | $ | 142.43 | |
Vested | (276,957) | | | (298,756) | | | $ | 87.81 | |
Adjustment for incentive stock awards expected to vest | — | | | 190,451 | | | $ | 117.62 | |
Canceled | (43,086) | | | (19,852) | | | $ | 104.93 | |
Outstanding at September 30, 2024 | 749,767 | | | 758,236 | | | $ | 114.70 | |
10. INCOME TAXES
The overall effective tax rate for the three and nine months ended September 30, 2024 was 24.2% and 24.1%, respectively. The overall effective tax rate for the three and nine months ended September 30, 2023 was 24.5% and 25.1%, respectively. The year over year decrease in the effective rate for the three month period ended September 30, 2024 was driven by a change in the jurisdictional mix of earnings and audit closures. Additionally, the year over year decrease in the effective tax rate for the nine month period ended September 30, 2024 was impacted by higher discrete equity compensation tax deductions, audit closures, and a change in jurisdictional mix of earnings.
11. EARNINGS PER SHARE
The computation of basic and diluted earnings per share for Net income attributable to Wabtec shareholders is as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
In millions, except per share data | 2024 | | 2023 | | 2024 | | 2023 |
Numerator | | | | | | | |
Net income attributable to Wabtec shareholders | $ | 283 | | | $ | 240 | | | $ | 844 | | | $ | 600 | |
Denominator | | | | | | | |
Weighted average shares outstanding - basic | 173.4 | | | |