WABCO Europe BVBA
WABCO Holdings Inc. (Form: 10-K, Received: 02/19/2015 07:02:08)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K
x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2014
OR
o      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 1-33332
WABCO Holdings Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
20-8481962
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
Chaussee de Wavre, 1789
1160 Brussels, Belgium
 
 
 
 
2770 Research Drive,
Rochester Hills, MI
 
48309-3511
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code +32 2 663 98 00
Securities registered pursuant to Section 12(b) of the Act:
    
Title of each class
 
Name of each exchange on which registered
Common stock, par value $0.01 per share
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
    
Title of each class
 
 
None
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                             x   Yes                      o  No
    
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.         o   Yes                      x No
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.     x   Yes     o   No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this


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chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     x   Yes     o   No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).  
Large Accelerated Filer
 
x
  
Accelerated Filer
 
o
 
 
 
 
Non-Accelerated Filer
 
o
  
Smaller Reporting Company
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     o   Yes     x   No
The aggregate market value of the voting stock (Common Stock) held by non-affiliates of the registrant as of the close of business on June 30, 2014, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $6.4 billion based on the closing sale price of the common stock on the New York Stock Exchange on that date. The registrant does not have any non-voting common equity.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  
Common stock, $.01 par value, outstanding at
 
 
 
February 6, 2015
 
58,459,597

shares

DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information from certain portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the fiscal year end of December 31, 2014 .



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WABCO HOLDINGS INC. AND SUBSIDIARIES
FORM 10-K
Year ended December 31, 2014
TABLE OF CONTENTS
 
 
Page
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 4A.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
 

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Information Concerning Forward Looking Statements

Certain of the statements contained in this report (other than the historical financial data and other statements of historical fact), including, without limitation, statements as to management's expectations and beliefs, are forward-looking statements. These forward-looking statements were based on various facts and were derived utilizing numerous important assumptions and other important factors, and changes in such facts, assumptions or factors could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements include the information concerning our future financial performance, financial condition, liquidity, business strategy, projected plans and objectives. Statements preceded by, followed by or that otherwise include the words “believes”, “expects”, “anticipates”, “strategies”, “prospects”, “intends”, “projects”, “estimates”, "continues", "evaluates", “forecasts”, “seeks”, “plans”, "goals", "potential", “may increase”, “may fluctuate”, and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward looking in nature and not historical facts. This report includes important information as to risk factors in “Item 1. Business”, “Item 1A. Risk Factors”, and “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.” Many important factors could cause actual results to differ materially from management's expectations, including: 

the actual level of commercial vehicle production in our end-markets;
adverse developments in the business of our key customers;
periodic changes to contingent liabilities;
adverse developments in general business, economic and political conditions or any outbreak or escalation of hostilities on a national, regional or international basis;
changes in international or U.S. economic conditions, such as inflation, interest rate fluctuations, foreign exchange rate fluctuations or recessions in our markets;
unpredictable difficulties or delays in the development of new product technology;
pricing changes to our products or those of our competitors, and other competitive pressures on pricing and sales;
our ability to receive components and parts from our suppliers or to obtain them at reasonable price levels due to fluctuations in the costs of the underlying raw materials;
our ability to access credit markets or capital markets on a favorable basis or at all;
our ability to service our debt obligations;
changes in the environmental regulations that affect our current and future products;
competition in our existing and future lines of business and the financial resources of competitors;
our failure to comply with regulations and any changes in regulations;
our failure to complete potential future acquisitions or to realize benefits from completed acquisitions;
our inability to implement our growth plan;
our ability to service our pension obligations;
our ability to remediate the material weakness in the controls relating to our accounting for our German pension plan obligations;
the loss of any of our senior management;
difficulties in obtaining or retaining the management and other human resource competencies that we need to achieve our business objectives;
labor relations; and
risks inherent in operating in foreign countries, including exposure to local economic conditions, government regulation, currency restrictions and other restraints, changes in tax laws and rulings, expropriation, political instability and diminished ability to legally enforce our contractual rights.
 
We undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law .



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PART I

ITEM 1.      BUSINESS

Overview

Except as otherwise indicated or unless context otherwise requires “WABCO”, “WABCO Holdings Inc.,” “we,” “us,” “our,” and “the Company” refer to WABCO Holdings Inc. and its consolidated subsidiaries.

WABCO is a leading global supplier of electronic, mechanical and mechatronic products for the world's major manufacturers of commercial trucks, buses, trailers and passenger cars. We develop, manufacture and sell control systems - including advanced braking, stability, suspension, transmission automation, as well as air compression and processing - that improve vehicle safety, efficiency and performance while reducing overall vehicle operating costs. We estimate that approximately two out of every three commercial vehicles with advanced vehicle control systems worldwide are equipped with our products. We also supply products for sophisticated, niche applications in passenger cars and sports utility vehicles (SUVs). We continue to grow in more parts of the world as we increasingly provide additional components and systems throughout the life of a vehicle, from design and development to the aftermarket.

History of Our Company

WABCO was founded in the United States in 1869 as Westinghouse Air Brake Company. We were purchased by American Standard Companies Inc. (American Standard) in 1968 and operated as the Vehicle Control Systems business division within American Standard until we were spun off from American Standard on July 31, 2007. Subsequent to our spin-off, American Standard changed its name to Trane Inc., which we herein refer to as “Trane.” On June 5, 2008, Trane was acquired in a merger with Ingersoll-Rand Company Limited (Ingersoll Rand) and exists today as a wholly owned subsidiary of Ingersoll Rand.

Products and Services

We develop, manufacture and sell advanced braking, stability, suspension and transmission automation and air management systems primarily for commercial vehicles. Our largest-selling products are pneumatic anti-lock braking systems (ABS), electronic braking systems (EBS), electronic stability control (ESC), automated manual transmission systems, air disc brakes, and a large variety of conventional mechanical products such as actuators, air compressors and air control valves for heavy and medium-sized trucks, buses and trailers. We also supply advanced electronic suspension controls and vacuum pumps to the passenger car and SUV markets in Europe, North America and Asia. In addition, we supply commercial vehicle aftermarket distributors and service partners as well as fleet operators with replacement parts, fleet management solutions, diagnostic tools, training and other expert services. We also provide remanufacturing services globally.

In February 2014, WABCO acquired Transics International, a leading provider of fleet management solutions in Europe. This acquisition aligns with a WABCO strategic objective to expand business relationships with fleets around the world. In September 2014, WABCO introduced its next-generation TX-TRAILERGUARD™ fleet management solution, marking the first production integration after WABCO acquired Transics. It combines the functionalities of WABCO's award-winning TrailerGuard™ telematics technology with Transics' back-office software platform TX-CONNECT™, helping fleet operators to improve vehicle safety and efficiency while reducing costs.

In 2014, we announced mBSP™, our industry-first modular braking system platform. It enables commercial vehicle manufacturers worldwide to interchangeably equip their diverse global truck and bus platforms with ABS or EBS systems based on regional market or regulatory requirements. WABCO's mBSP features the industry's highest standardization across both components and software of its ABS and EBS systems, offering vehicle makers a high degree of flexibility and scalability globally. With WABCO's unique mBSP system, truck and bus builders can achieve significant savings in development time and production costs. They can also bring new vehicles to market faster in every region of the world.

Also in 2014, we introduced OptiPace™, our breakthrough predictive economic cruise-control technology for trucks and buses. OptiPace uses on-board digital map technology and proprietary algorithms to anticipate and adapt the vehicle's most economic speed based on the road topography ahead, which enables fuel economy. OptiPace further expands WABCO's industry-leading portfolio of advanced driver assistance technologies.

In addition, we unveiled in 2014 our innovative OptiFlow™ Tail solution, an aerodynamic product that helps to improve fuel economy and operational efficiency of trailers in Europe. OptiFlow Tail continues WABCO's technology leadership to improve

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trailer efficiency for manufacturers, fleet operators and transport companies. It also builds on experience gained through WABCO's OptiFlow SideWings, which reduce air resistance. OptiFlow products are the result of WABCO's acquisition in 2012 of Ephicas, a pioneering company in the field of aerodynamic solutions for commercial vehicles.

WABCO became the first supplier of advanced emergency braking systems (AEBS) homologated in Europe in accordance with European Union regulations. WABCO's OnGuardPLUS™ AEBS for trucks and buses that complies with European Union regulations that came into effect in 2013. It detects moving, decelerating and stationary vehicles ahead. It alerts the driver via acoustic, visual and haptic signals. OnGuardPLUS autonomously applies the brakes and can bring the vehicle to a complete stop, helping to prevent or mitigate rear-end collisions.

WABCO offers the industry's first hydraulic ABS integrated with ESCsmart™ electronic stability control. We uniquely deliver hydraulic as well as pneumatic ABS with ESC systems for manufacturers of commercial vehicles of all sizes from Class 5 to Class 8, representing the industry’s most comprehensive portfolio of stability control solutions.

Our key product groups and functions are described below.
 
WABCO KEY PRODUCT GROUPS
SYSTEM / PRODUCT
 
FUNCTION
Actuator
 
Converts energy stored in compressed air into mechanical force applied to foundation brake to slow or stop commercial vehicles
Air Compressor and Air Processing/Air Management System
 
Provides compressed, dried air for braking, suspension and other pneumatic systems on trucks, buses and trailers
Foundation Brake
 
Transmits braking force to a disc or drum (connected to the wheel) to slow, stop or hold vehicles
Anti-lock Braking System (ABS)
 
Prevents wheel locking during braking to ensure steerability and stability
Conventional Braking System
 
Mechanical and pneumatic devices for control of braking systems in commercial vehicles
Electronic Braking System (EBS)
 
Electronic controls of braking systems for commercial vehicles
Electronic and Conventional Air Suspension Systems
 
Level control of air springs in trucks, buses, trailers and cars
Transmission Automation
 
Automates transmission gear shifting for trucks and buses
Vehicle Electronic Architecture (VEA)
 
Central electronic modules integrating multiple vehicle control functions
Vehicle Electronic Stability Control (ESC) and Roll Stability Support (RSS)
 
Enhances driving stability

Key Markets and Trends

Electronically controlled products and systems are important for the growth of our business. Our markets are driven primarily by the electronics content of control systems in commercial vehicles, which has been increasing steadily with each successive vehicle platform introduction, as original equipment manufacturers (OEMs) seek to improve vehicle safety, efficiency and performance through added functionalities, and to meet evolving regulatory standards. Overall, engineering trends in commercial vehicle design show a shift in demand toward increased electronics content. Although its pace varies by region, the trend toward more and complex vehicle electronics is similar in all major geographies.

In particular, braking systems are part of this broader shift from conventional to advanced electronic systems. In addition to increasing safety, improving stopping distances, and reducing installation complexity, advanced EBSs also allow for new functionalities to be introduced more cost effectively. New functionalities include stability control, adaptive cruise control, transmission automation, brake performance warning, vehicle diagnostics, driver assistance systems as well as engine braking and engine speed controls, among others. For example, our industry-leading automated transmission controls optimize gear shifting, resulting in better fuel efficiency, less component wear and fewer parts. This technology further enhances driver safety and comfort through less physical effort.

The global commercial vehicle industry is also trending toward environmental sustainability. WABCO's technology leadership continues to deliver products and systems that increase fuel efficiency, reduce emissions, decrease vehicle weight and

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optimize energy recovery, among other advancements that enhance environmental friendliness of trucks, buses and trailers over the lifetime of the vehicle. For example, a truck equipped with all of WABCO's green technologies can improve fuel efficiency by more than 10%. These include advanced transmission automation systems, innovative aerodynamic solutions, sophisticated driver assistance systems, and breakthrough air compression technologies, among others. We reduce vehicle weight and recuperate energy through industry-leading engineering and lighter materials, resulting in higher fuel efficiency and reduction in emissions.

A fundamental driver of demand for our products is commercial truck and bus production, which generally follows a multi-year cyclical pattern. The number of new commercial vehicles built fluctuates from year to year in different regions of the world. Nonetheless, over the last five years, we have demonstrated our ability to outperform the market by increasing the amount of WABCO content on each vehicle. During the five year period through 2014 , WABCO's European sales to truck and bus (T&B) OEM customers, excluding the impact of foreign currency exchange rates, outperformed the rate of European T&B production by an average of 4% per year.

Year to Year Change
 
2010
 
2011
 
2012
 
2013
 
2014
Sales to European T&B OEMs (at a constant FX rate)
 
60
%
 
34
%
 
(10
)%
 
13
%
 
(7
)%
European T&B Production
 
52
%
 
31
%
 
(9
)%
 
5
%
 
(9
)%

Customers

We sell our products primarily to four groups of customers around the world: truck and bus OEMs, trailer OEMs, commercial vehicle aftermarket distributors for replacement parts and services, and major car manufacturers. Our largest customer is Daimler, which accounted for approximately 11% and 12% of our sales in 2014 and 2013 , respectively. Volvo, our next largest customer, accounted for approximately 10% of our sales in both 2014 and 2013 . Other key customers include Ashok Leyland, BMW, China National Heavy Truck Corporation (CNHTC), Cummins, Fiat (Iveco), Hino, Hyundai, Krone, MAN Nutzfahrzeuge AG (MAN), Meritor, Meritor WABCO (a joint venture), Paccar (DAF Trucks N.V. (DAF), Kenworth, Leyland and Peterbilt), First Automobile Works, Otto Sauer Achsenfabrik (SAF), Scania, Schmitz Cargobull AG, TATA Motors and ZF Friedrichshafen AG (ZF). For the fiscal years ended December 31, 2014 and 2013 , our top 10 customers accounted for approximately 54% and 52% of our sales, respectively.

The largest group of our customers, representing approximately 60% of sales ( 62% in 2013 ), consists of truck and bus OEMs who are large, increasingly global and few in numbers due to industry consolidation, as well as a smaller number of off-highway (agricultural and construction) OEMs. As truck and bus OEMs grow globally, they expect suppliers to expand with them beyond their traditional markets and become reliable partners, especially in the development of new technologies. WABCO has a strong reputation for technological innovation and collaborates closely with major OEM customers to design and develop technologies used in their products. Our products play an important role in enabling further vehicle safety and efficiency. At the same time, there are few other suppliers who compete across the breadth of products that we supply globally.

The second largest group, representing approximately 26% of sales ( 25% in 2013 ), consists of the aftermarket distributor network that provides commercial vehicle operators with replacement parts as well as a range of services. This distributor network is a fragmented and diverse group of customers, covering a broad spectrum from large OEM-affiliated or OEM-owned distributors to small independent local distributors. The increasing number of trucks, buses and trailers on the road worldwide that are equipped with our products continuously increases market demand for replacement parts and services, thus generating a growing stream of recurring aftermarket sales. In addition, we continue to develop an array of service offerings - such as diagnostics, training and fleet management solutions - for repair shops and fleet operators that further enhance our presence and growth in the commercial vehicle aftermarket.

The next largest group, representing approximately 10% of sales ( 9% in 2013 ), consists of trailer manufacturers, a particularly fragmented group of local or regional players that are widely diverse in business size, focus and operation. Smaller trailer manufacturers are highly dependent on suppliers such as WABCO to provide technical expertise and product knowledge. Similar to truck and bus OEMs, trailer manufacturers rely significantly on WABCO products for safety and efficiency functions through superior technologies and customized applications of such technologies.

The smallest group, representing approximately 4% of sales ( 4% in 2013 ), consists of passenger car and SUV manufacturers that purchase our electronic air suspension systems and vacuum pumps. Electronic air suspension is a luxury feature with increasing penetration that exceeds market growth. Vacuum pumps are used with diesel and gasoline direct injection (GDI) engines; as a result, WABCO's vacuum pumps have above-average growth rates due to increasing diesel and GDI applications in Europe, Asia

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and North America. These customers are typically large, global and sophisticated; they demand high quality in products and services.

We address our customers through a global sales force. It is organized around key accounts and customer groups and it interfaces with product marketing and management to identify opportunities and meet customer needs across our product portfolio and throughout different regions of the world.

Europe represented approximately 59% of our sales in 2014 ( 61% in 2013 ), the remainder coming primarily from Asia and the Americas. Our products are also manufactured in Europe, Asia and the Americas. WABCO's growth in Asia is enhanced by our strong roots in China and India where we have achieved leading market positions through close connectivity to customers. We are further strengthened in Asia by an outstanding network of suppliers, manufacturing sites and engineering hubs.

WABCO SALES
By Geography
FY 2014 % of Sales
FY 2013 % of Sales
 
By Major End-Market
FY 2014 % of Sales
FY 2013 % of Sales
     Europe
59
%
61
%
 
     Truck & Bus Products (OEMs)
60
%
62
%
     Asia
19
%
18
%
 
     Aftermarket
26
%
25
%
     North America
13
%
11
%
 
     Trailer Products
10
%
9
%
     South America
6
%
7
%
 
     Car Products
4
%
4
%
     Other
3
%
3
%
 
 
 
 

Additional information on the geographic distribution of our sales and our long-lived assets for the past three years may be found in Note 19 ("Geographic Information") in the Notes to the Consolidated Financial Statements.

Backlog

Information on our backlog is set forth under Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations - Backlog” of this annual report.

Cyclical and Seasonal Nature of Business

Information on the cyclical and seasonal nature of our business is set forth under Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations - Cyclical and Seasonal Nature of Business” of this annual report.

Growth Strategy

Our growth strategy is focused on four platforms, which help to further differentiate WABCO within the global commercial vehicle industry: technology innovation, geographic expansion, aftermarket growth and opportunistic automotive application of our products and systems. Drivers of growth for both our aftermarket and advanced car systems are discussed in “Customers” above.

Technology

WABCO remains focused on global technology trends that are relevant to our customers. Our technology strategy has two pillars to create value for manufacturers of commercial vehicles and fleet customers in every region of the world. One pillar is advanced vehicle and driver safety to reduce the number of accidents involving commercial vehicles. The other pillar is vehicle efficiency to improve the environmental sustainability of trucks, buses and trailers.

We continue to drive market outperformance by leveraging our industry-leading expertise in developing electronically controlled systems, including braking, stability, suspension, transmission automation and air management. We have a strong track record of innovation and we are responsible for many of the commercial vehicle industry's most important innovations including:

First heavy-duty truck ABS
First electronically controlled air suspension (ECAS) system for commercial vehicles
First commercial vehicle automated manual transmission (AMT) controls system

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First ESC system for heavy-duty commercial vehicles
First collision safety system with active braking developed for the North American market based on Adaptive Cruise Control (ACC) technology
First hydraulic ABS integrated with ESC
First modular braking system platform (mBSP) that enables vehicle makers to interchangeably equip their truck and bus platforms with either ABS or EBS systems anywhere in the world
First technology (TX-TRAILERGUARD) that provides comprehensive operating data on the performance of the truck, trailer and driver in a single integrated real-time view
First technology (OptiLink™) that provides a single user interface via a mobile device, such as a smartphone, to monitor and control multiple functions on both the truck and trailer

We continue to expand our technology portfolio by introducing new products and functionalities, and by improving the market penetration of our existing technologies. Advanced products and functionalities are typically developed and adopted first in Europe and then migrated to North America and Asia. Examples include the adoption of ABS and automated transmission systems. These technologies were first widely adopted in European markets before starting to penetrate North America and Asia. In terms of commitment to innovation, WABCO expended approximately $145.0 million in 2014 , $119.4 million in 2013 and $104.3 million in 2012 for product engineering, including research activities and product development.

We are also focused on long-term opportunities as WABCO continues to anticipate and fulfill our industry's constant search for technology that advances vehicle safety and efficiency in mature and emerging markets on a cost-competitive basis.

WABCO safety technologies encompass braking systems, stability control, collision mitigation as well as accident mitigation and prevention. In 2014, we further strengthened our market leadership in collision mitigation and advanced emergency braking through OnGuard™ and OnGuardPLUS™ systems respectively. We introduced driver drowsiness alert in 2014 for OnLane™, our innovative lane departure warning system (LDWS). Also in 2014, we introduced our latest generation of hydraulic ABS - another industry first - as this system integrates seamlessly with ESCsmart electronic stability control for light- and medium-duty commercial vehicle platforms worldwide. As announced in 2014, our mBSP, the industry's first modular braking system platform, is at the heart of a commercial vehicle's braking system. It enables commercial vehicle makers to interchangeably equip their diverse global truck and bus platforms with ABS or EBS systems anywhere in the world. WABCO's mBSP uniquely features commonality of components and electronics, enabling truck and bus builders to save development time and production costs, and to bring new vehicles to market faster in every region of the world.

WABCO efficiency technologies deliver fuel economy, emissions reduction, energy recovery, weight reduction, lower maintenance costs and increased driver capability. As of 2014, more than 2.5 million WABCO automated manual transmission (AMT) systems are on the road, including our industry award-winning OptiDrive™ system. In 2014, we introduced OptiPace predictive economic cruise control that optimizes fuel consumption based on road topography ahead. Also in 2014, we presented OptiTire™, the industry’s first tire pressure monitoring system that offers external or internal wheel sensors. OptiFlow Tail for the rear-end of a trailer was added in 2014 to expand our OptiFlow aerodynamic solutions. WABCO’s Wheel End solution was also launched in 2014. A fully integrated system, Wheel End includes MAXX™22, the industry’s lightest and highest performing single-piston air disc brake; industry-leading WABCO actuator technology, brake disc and hub - a simplified blend of safety and efficiency, leading to weight savings up to 10%. 2014 also marked our latest generations of superior air supply solutions, compressors for hybrid and full electric vehicles as well as high-output lightweight compressors. For example, our latest h-comp™ compressor in full aluminum weighs 50% less than similar conventional compressors.

Geographic Expansion

Americas

WABCO’s regional headquarters for the Americas is located in Rochester Hills, Michigan. It further anchors WABCO as a global technology leader and tier-one supplier to the commercial vehicle and automotive industries. It also further demonstrates WABCO’s commitment to serving original equipment manufacturers and fleet operators in North and South America by leveraging our local capabilities and distribution channels for our vehicle safety and efficiency products and services.

North America remains a long-term growth market for WABCO, particularly in the United States, due to its expected volume of truck and bus production and the increasing adoption of vehicle safety and efficiency technologies. We participate in this market through a dual approach. Our North American joint venture, Meritor WABCO, is focused on the application and delivery of

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WABCO’s braking and active safety systems, electronic suspension control and air management products. At the same time, WABCO North America, which in 2014 marked its second full year, provides further focus on business expansion and enhancement of WABCO’s positioning in the market. For example, in 2014, major global truck makers increased their adoption of WABCO’s automated manual transmission technologies in North America. Also in 2014, WABCO North America continued to enhance its engineering and new product development center for local applications. During 2014, WABCO’s OnGuard™ collision mitigation system, the first with active braking in North America, continued to expand its market leadership through increased adoption among major commercial vehicle makers and national fleets.

South America remains a long-term growth market for WABCO, particularly in Brazil, due to its expected volume of truck and bus production and the increasing adoption of vehicle safety and efficiency technologies. WABCO continued in 2014 as market leader for ABS and a range of our other technologies. WABCO has more than 30 years of ABS experience in Brazil and a leading position to help vehicle manufacturers comply with Brazilian legislation that mandates ABS on all new trucks, buses and trailers as of 2014. WABCO's South American headquarters near São Paulo serves as a regional hub in the manufacturing and sales network of WABCO products and systems. It also has a world-class production facility and a distribution center in the Campinas region. WABCO South America’s enhanced capabilities include product and applications engineering, aftermarket service, supply chain management and manufacturing. WABCO respects the specific needs of customers in South America through specially developed and locally adapted systems and products for emerging markets.

China

China remains a long-term growth market for WABCO due to its expected volume of truck and bus production and the increasing adoption of vehicle safety and efficiency technologies. In 2014, WABCO continued its position as market leader and supplier of choice for control systems for trucks, buses and trailers in China, the world’s largest market for commercial vehicles. As the leading provider of ABS in China, WABCO is well positioned for growth driven by the continued local enforcement of existing regulations making ABS mandatory on trucks, buses and trailers, as well as additional future regulations to cover more classes of vehicles. During 2014, we continued to expand our local capabilities while also investing in research, development, sourcing and manufacturing resources that include three wholly-owned factories in China. WABCO’s fourth factory in China is a majority-owned joint venture with FUWA, the world's largest manufacturer of commercial trailer axles. WABCO in China is recognized by major customers and industry organizations for its excellence in innovation and manufacturing. Customers value WABCO’s local capabilities for product application development and engineering as our strategy is to “design for China.” This strategy delivers optimal localized solutions to improve vehicle safety and efficiency, enhance driver effectiveness and sustain environmental friendliness. In 2014, WABCO was named “most popular remanufacturer” in China by a national industry association. WABCO Reman Solutions offers a global remanufacturing capability that spans China, Europe and North America. WABCO is the first supplier in China authorized to conduct its type of remanufacturing activity, providing further value for end-of-life product management while also enabling environmental sustainability.

India

India remains a long-term growth market for WABCO due to its expected volume of truck and bus production and the increasing adoption of vehicle safety and efficiency technologies. We participate in this market through our subsidiary WABCO INDIA, which has a 51-year track record of local market leadership in conventional braking products, advanced braking systems, air-assisted products, and automated manual transmission systems. In 2014, we inaugurated a factory in Lucknow near a factory of Tata Motors. WABCO INDIA now has five world-class manufacturing sites located in Ambattur, Jamshedpur, Mahindra World City, Pantnagar and Lucknow. WABCO INDIA serves global original equipment manufacturers based both in India and in other regions of the world. For example, WABCO’s factory in Chennai manufactures leading technologies and cost-effective products to supply commercial vehicle manufacturers in Japan, Europe and the United States, among other markets internationally. We promote increasingly advanced technologies such as ABS and ESC, which can significantly reduce the number of accidents involving commercial vehicles on India’s roads. WABCO INDIA is also a market leader in its domestic aftermarket through an extensive national distribution network and is recognized by major customers and numerous industry organizations for its excellence in engineering and manufacturing. It also leads the adaptation of WABCO’s global technology portfolio to meet the technical and economic needs of customers in emerging markets around the world. Also in 2014, we opened an application engineering center in Pune, WABCO’s second of its kind in India, enabling our engineers to further collaborate with global customers based in India.

Eastern Europe

Eastern Europe is another long-term growth market for the Company. Truck and bus production there is mainly in the Commonwealth of Independent States (CIS), which includes Russia as its major market. Headquartered in Moscow, WABCO Russia has five sales offices and more than 110 Service Partners across the country. From our recently opened distribution center in Moscow, WABCO supplies local manufacturers of trucks, trailers and buses, as well as aftermarket customers in the CIS.

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WABCO also has a factory in Miass, Russia, which produces braking components and parts. In 2014, WABCO continued as market leader in Russia. Customers include GAZ Group, Russia's largest manufacturer of commercial vehicles, and KAMAZ, another major manufacturer of commercial vehicles. WABCO has been serving markets within the CIS for more than 40 years.

Competition

Given the importance of technological leadership, vehicle life-cycle expertise, reputation for quality and reliability, and the growing joint collaboration between OEMs and suppliers to drive new product development, the space in which we mostly operate has not historically had a large number of competitors. Our principal competitors are Knorr-Bremse (Knorr's U.S. subsidiary is Bendix Commercial Vehicle Systems) and, in certain categories, Haldex. In the advanced electronics categories, automotive players such as Bosch (automotive) and Continental have recently been present in some commercial vehicle applications. In the mechanical product categories, several Asian competitors are emerging, primarily in China, who are focused on such products. In each of our product categories, we compete on the basis of product design, manufacturing and distribution capabilities, product quality and reliability, price, delivery and service.

Manufacturing and Operations

Most of our manufacturing sites and distribution centers produce and/or house a broad range of products and serve different types of customers. Currently, approximately 69% of our manufacturing workforce is located in best cost countries such as China, India, Brazil and Poland up from approximately 45% in 2007. Facilities in best cost countries have historically helped reduce costs on more labor-intensive products, while the facilities in Western Europe are focused on producing more technologically advanced products. However, the increasing need for more advanced products and systems in emerging markets leads us to expand local supply chain capabilities to progressively cover more complex manufacturing. All facilities globally are deploying Six Sigma Lean initiatives to continuously generate productivity and improve service levels. By applying the Six Sigma philosophy and tools, we seek to improve quality and predictability of our processes. Lean is geared toward eliminating waste in our supply chain, manufacturing and administrative processes. Methodologies are customer driven and data based. In addition, our global supply chain team makes decisions on where to manufacture which products taking into account such factors as local and export demand, customer approvals, cost, key supplier locations and factory capabilities.

Our global sourcing organization purchases a wide variety of components - including electrical, electro-mechanical, cast aluminum products and steel, as well as copper, rubber and plastic containing parts - that represent a substantial portion of manufacturing costs. We source products on a global basis from three key regions: Western Europe, Central and Eastern Europe, and Asia. To support WABCO's continuing shift of manufacturing to best cost countries, we also continue to shift more of our sourcing to best cost regions. Under the leadership of the global sourcing organization, which is organized around commodity and product groups, we identify and develop key suppliers and seek to integrate them as partners into our extended enterprise. Many of our Western European suppliers are accompanying us on our move to best cost countries. Since 2007, the share of our sourcing from best cost regions has increased from 36% to approximately 44%.

We have developed a strong position in the design, development, engineering and testing of products, components and systems. We are generally regarded within our global industry as a systems expert, having in-depth technical knowledge and capabilities to support the development of advanced technology applications. Key customers depend on us and will typically involve us very early in the development process as they begin designing next generation platforms. We have approximately 1,874 employees dedicated to developing new products, components and systems as well as supporting and enhancing current applications and manufacturing processes. Our sales organization hosts application engineers that are based near customers in different regions around the world and are partially resident at some customer locations. We also have significant resources in best cost countries where we perform functions such as drawings, testing and software component development. We operate test tracks in Germany and India as well as in Finland for extreme weather test conditions.

Joint Ventures

We use joint ventures globally to expand and enhance our access to customers. Our important joint ventures are:

A majority-owned joint venture (90%) in Japan with Sanwa-Seiki (WABCO Japan, Inc.) that distributes WABCO's products in the local market.
A majority-owned (70%) partnership in the United States with Cummins Engine Co. (WABCO Compressor Manufacturing Co.), a manufacturing partnership formed to produce air compressors designed by WABCO.

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A majority-owned joint venture (70%) with Guangdong FUWA Heavy Industry Co., Ltd., (FUWA) to produce air disc brakes for commercial trailers in China. FUWA is the largest manufacturer of commercial trailer axles in China and in the world.
A 50% owned joint venture in Germany with Wurth Group (WABCOWURTH Workshop Services GmbH) that supplies commercial vehicle workshops, fleet owners and operators and end users internationally with multi-brand technology diagnostic systems.
A 50% owned partnership in North America with Meritor, Inc. (Meritor WABCO) that markets ABS and other vehicle control products.
A 49% owned partnership in South Africa with Sturrock & Robson Ltd (WABCO Automotive South Africa), a distributor of braking systems products.
 

Employees

We have 11,409 employees. Approximately 50% of our employees are salaried and 50% are hourly. Approximately 52% of our workforce is in Europe, 42% is in Asia, and the remaining 6% is in the Americas.

Employees located in our sites in Europe, Asia and South America are subject to collective bargaining, with internal company agreements or external agreements or laws at the region or country level. Currently 50% of our workforce is covered by collective bargaining agreements. The employees' right to strike is typically protected by law and union membership is confidential information which does not have to be provided to the employer. The collective bargaining agreements are typically renegotiated on an annual basis. Our U.S. facilities are non-union. We have maintained good relationships with our employees around the world and historically have experienced very few work stoppages.

Intellectual Property

Patents and other proprietary rights are important to our business. We also rely upon trade secrets, manufacturing know-how, continuing technological innovations, and licensing opportunities to maintain and improve our competitive position. We review third-party proprietary rights, including patents and patent applications, as available, in an effort to develop an effective intellectual property strategy, avoid infringement of third-party proprietary rights, identify licensing opportunities, and monitor the intellectual property claims of others.

We own a large portfolio of patents that principally relate to our products and technologies, and we have, from time to time, licensed some of our patents. Patents for individual products and processes extend for varying periods according to the date of patent filing or grant and the legal term of patents in various countries where patent protection is obtained.

We protect our brands by trademark registrations in key markets in which our products are sold. Such trademark protections apply to our generic brands like the WABCO brand as well as many of our product names.

While we consider our patents and trademarks to be valuable assets, we do not believe that our competitive position is materially dependent upon any single patent or group of related patents. At the same time, we recognize that technical leadership is an ongoing pillar of success and our intellectual property portfolio will continue to grow in importance for the company as a whole as a result. The risks associated with successful patent prosecution and defense, trademark protection and the exploitation and protection of other intellectual property rights accordingly is something that we continue to focus on.

Environmental Regulation

Our operations are subject to local, state, federal and foreign environmental laws and regulations that govern activities or operations that may have adverse environmental effects and which impose liability for clean-up costs resulting from past spills, disposals or other releases of hazardous wastes and environmental compliance. Generally, the international requirements that impact the majority of our operations tend to be no more restrictive than those in effect in the United States.

Throughout the world, we have been dedicated to being an environmentally responsible manufacturer, neighbor and employer. We have a number of proactive programs under way to minimize our impact on the environment and believe that we are in substantial compliance with environmental laws and regulations. Manufacturing facilities are audited on a regular basis. Seventeen of our manufacturing sites have Environmental Management Systems (EMS), which have been certified as ISO 14001 compliant. These sites are those located in:

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Campinas, Brazil
Gronau, Germany
Stanowice, Poland
Jinan, China (2 plants)
Mannheim, Germany
Wroclaw, Poland
Qingdao, China
Ambattur, India
Charleston, United States
Taishan, China
Jamshedpur, India
Rochester Hills, United States
Claye-Souilly, France
Mahindra World City, India
Pyungtaek, Korea
Hanover, Germany
Meppel, Netherlands
 

A number of our facilities are undertaking responsive actions to address groundwater and soil issues. Expenditures in 2014 to evaluate and remediate these sites were not material.

Additional sites may be identified for environmental remediation in the future, including properties previously transferred and with respect to which the Company may have contractual indemnification obligations.

Available Information

Our web site is located at www.wabco-auto.com. Our periodic reports and all amendments to those reports required to be filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through the web site. During the period covered by this report, we posted our periodic reports on Form 10-Q and our current reports on Form 8-K and any amendments to those documents to our web site as soon as such reports were filed or furnished electronically with the Securities Exchange Commission (SEC). We will continue to post to our web site such reports and amendments as soon as reasonably practicable after such reports are filed with or furnished to the SEC.

The Separation of WABCO from Trane

The spin-off by Trane of its Vehicle Control Systems business became effective on July 31, 2007, through a distribution of 100% of the common stock of WABCO to Trane's shareholders (the Distribution). The Distribution was effected through a separation and distribution agreement pursuant to which Trane distributed all of the shares of WABCO common stock as a dividend on Trane common stock, in the amount of one share of WABCO common stock for every three shares of outstanding Trane common stock to each shareholder on the record date. Trane received a private letter ruling from the Internal Revenue Service (IRS) and an opinion from tax counsel indicating that the spin-off was tax free to the shareholders of Trane and WABCO.

Code of Conduct and Ethics

Our Code of Conduct and Ethics, which applies to all employees, including all executive officers and senior financial officers and directors, is posted on our web site www.wabco-auto.com. The Code of Conduct and Ethics is compliant with Item 406 of SEC Regulation S-K and the NYSE corporate governance listing standards. Any changes to the Code of Conduct and Ethics that affect the provisions required by Item 406 of Regulation S-K will also be disclosed on the web site.

Any waivers of the Code of Conduct and Ethics for our executive officers, directors or senior financial officers must be approved by our Audit Committee and those waivers, if any are ever granted, would be disclosed on our web site under the caption “Exemptions to the Code of Conduct and Ethics.” There have been no waivers to the Code of Conduct and Ethics.





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ITEM 1A.      RISK FACTORS
Any of the following factors could have a material adverse effect on our future operating results as well as other factors included in “Management's Discussion and Analysis of Financial Condition and Results of Operations - Information Concerning Forward Looking Statements.”
Risks Relating to Our Business

Our sales could decline due to macro-economic factors, cyclicality of the industry, regulatory changes and other factors outside of our control.

Changes in economic conditions, cyclical downturns in our industry, regulatory changes impacting the purchasing patterns of commercial vehicles, and changes in the local economies of the countries or regions in which we sell our products, such as changes in consumer confidence, increases in interest rates, inflation and increases in unemployment, could affect demand for our products, which could negatively affect our business and results of operations.

Demand for new trucks and buses in the markets in which we operate has a significant impact on our sales. In 2014 , heavy truck and bus production declined year on year in Europe, our largest market which accounted for approximately 59% of our total sales. Adverse economic conditions in our markets, particularly in Europe, and other factors may cause our customers to reduce truck and bus production, which could have an adverse effect on our results of operations and financial condition.

A global recession would negatively impact our customers and result in reduced demand for our products, which would therefore have a significant negative impact on our business.                

During the 2008-2009 recession, the credit markets experienced a period of unprecedented turmoil and upheaval characterized by significantly reduced availability of credit and increased borrowing costs.  The disruptions in the credit markets and impacts of the global recession negatively impacted consumer spending patterns and caused our customers to reduce truck and bus production.  During 2012, the commercial vehicle industry experienced an abrupt slowdown to the significant recovery seen in 2010 and 2011 in our more developed markets, in addition to double digit declines in some of our emerging markets, namely Brazil and China. A further or "double dip" global recession could cause our customers to again reduce truck and bus production, which would have a negative impact on our business and results of operations, our operating cash flows and our financial condition.

Our exposure to exchange rate fluctuations on cross border transactions and the translation of local currency results into U.S. Dollars could negatively impact our results of operations.

We conduct business through subsidiaries in many different countries, including most of the major countries of Western Europe, Brazil, Poland, Russia, China, South Korea, India and Japan, and fluctuations in currency exchange rates have a significant impact on the reported results of our operations, which are presented in U.S. Dollars. In 2014 , approximately 87% of our combined sales occurred outside of the United States. A significant and growing portion of our products are manufactured in best-cost countries and sold in various countries. Cross border transactions, both with external parties and intercompany relationships, result in exposure to foreign currency exchange effects. Accordingly, fluctuations in the currency exchange rates could negatively impact our results of operations, especially fluctuations in the exchange rates of the currencies for the countries referred to above. Additionally, our results of operations are translated into U.S. Dollars for reporting purposes. The strengthening or weakening of the U.S. Dollar results in unfavorable or favorable translation effects as the results of foreign locations are translated into U.S. Dollars.

Our future annual effective tax rate could vary significantly as a result of changes in the mix of earnings or losses and other factors.

Our overall effective tax rate is equal to our total tax expense as a percentage of our total profit or loss before tax. However, tax expenses and benefits are determined separately for each tax paying entity or group of entities that is consolidated for tax purposes in each jurisdiction. A substantial majority of our profits are earned in jurisdictions with a lower rate than the U.S. statutory rate. Losses in certain jurisdictions may provide no current financial statement tax benefit. As a result, changes in the mix of profits and losses between jurisdictions, as well as changes in U.S. or foreign tax laws or rulings, among other factors, could have a significant impact on our overall effective tax rate.


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The value of our deferred tax assets could become impaired, which could materially and adversely affect our operating results.

As of December 31, 2014 , we had approximately $160.3 million in net deferred tax assets. These deferred tax assets include net operating loss carryovers that can be used to offset taxable income in future periods and reduce income taxes payable in those future periods. Each quarter, we determine the probability of the realization of deferred tax assets, using significant judgments and estimates with respect to, among other things, historical operating results and expectations of future earnings and tax planning strategies. If we determine in the future that there is insufficient evidence to support the valuation of these assets, due to the risk factors described herein or other factors, we may be required to record or further adjust a valuation allowance to revalue our deferred tax assets. Such a revaluation could result in material non-cash expense in the period in which the valuation allowance is adjusted and could have a material adverse effect on our results of operations.

We are subject to general risks associated with our foreign operations.

In addition to the currency exchange risks inherent in operating in many different foreign countries, there are other risks inherent in our international operations.

The risks related to our foreign operations that we more often face in the normal course of business include:

changes in non-U.S. tax laws, increases in non-U.S. tax rates and the amount of non-U.S. earnings relative to total combined earnings could change and impact our combined tax rate;
foreign earnings may be subject to withholding requirements or the imposition of tariffs, price or exchange controls, or other restrictions;
general economic and political conditions in countries where we operate may have an adverse effect on our operations in those countries;
we may have difficulty complying with a variety of foreign laws and regulations, some of which may conflict with United States law, and the uncertainty created by this legal environment could limit our ability to effectively enforce our rights in certain markets; and
in several of the countries in which we do business, we rely upon the ongoing performance of our joint venture partners who bear risks similar to our risks and also may include obligations they have under related shareholders' agreements and risk of being denied access to the capital markets which could lead to resource demands on the Company in order to maintain or advance its strategy.
 
The ability to manage these risks could be difficult and may limit our operations and make the manufacture and distribution of our products internationally more difficult, which could negatively affect our business and results of operations.

Increasing our financial leverage could affect our operations and profitability.

As of December 31, 2014, our total debt increased to $315.2 million , compared to $87.1 million as of our prior fiscal year end. Of this amount, $306.0 million consisted of drawings on our senior revolving credit facilities which bear interest at variable interest rates, depending on the currency in which a particular loan is denominated. Our indebtedness could affect our business and financial condition in various ways, including:

increasing our interest expense if interest rates were to rise; and
potentially limiting our ability to borrow additional funds on favorable terms, or at all.

While we believe we will have the ability to service our debt, respect all of the covenants contained in the facilities and obtain additional capital in the future if and when needed, that will depend upon our results of operations and financial position at the time, the then-current state of the credit and financial markets, and other factors that may be beyond our control. If we are unable to service our debt or obtain additional capital in the future on favorable terms, our financial condition and results of operation would be adversely affected.

Changes in factors that impact the determination of our non-U.S. pension liabilities may adversely affect us.

Certain of our non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. The Company’s pension expense and its required contributions to its pension plans

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are directly affected by the value of plan assets, the projected and actual rates of return on plan assets and the actuarial assumptions the Company uses to measure its defined benefit pension plan obligations, including the discount rate at which future projected and accumulated pension obligations are discounted to a present value and the inflation rate. The Company could experience increased pension expense due to a combination of factors, including the decreased investment performance of its pension plan assets, decreases in the discount rate and changes in its assumptions relating to the expected return on plan assets. The Company could also experience increased other post-retirement expense due to decreases in the discount rate, increases in the health care trend rate and changes in demographics. If the actual trends in these factors are less favorable than our assumptions, this could have an adverse effect on our results of operations and financial condition.

If we are unable to remediate the material weakness in the controls relating to our accounting for our German pension plan obligations, there is a reasonable possibility that a material misstatement in our financial statements may not be prevented or detected on a timely basis.

As discussed below in Item 9A (“Controls and Procedures”), our management has concluded that our disclosure controls and procedures and our internal controls over financial reporting were not effective as of December 31, 2014 due to a material weakness in the controls relating to our accounting for our German pension plan obligations.  Specifically, the Company did not have effective controls in operation over the application of its actuarial assumptions on mortality or effective controls designed and in operation over the review of detailed calculations in the actuary’s model. With regards to the mortality assumptions, the controls that were in place did not operate effectively as designed to ensure the use of appropriate mortality assumptions in calculating the pension plan obligations. This control deficiency did not result in misstatements in prior period consolidated financial statements. During this year's financial statement closing process, management corrected the errors by applying the appropriate mortality assumptions in the calculation of pension plan obligations as of December 31, 2014 prior to the issuance of consolidated financial statements for the year ended December 31, 2014 . With regards to the detailed calculations in our actuary’s model, the Company did not have controls designed to determine that the assumptions within our actuary’s model agreed to those determined by management. This control deficiency did not result in any material misstatements to the consolidated financial statements in any of the years presented. As discussed in Item 9A, management has taken immediate action to remediate the material weakness discussed above.  However, if we are unable to remediate the material weakness in the controls relating to our accounting for our German pension plan obligations, there is a reasonable possibility that a material misstatement in our financial statements may not be prevented or detected on a timely basis. 

We purchase components and parts containing base metals and other commodities. If we are unable to obtain such components and parts or obtain them at reasonable price levels due to fluctuations in the costs of the underlying raw materials, our ability to maintain existing sales margins may be affected.

We purchase a broad range of materials and components and parts throughout the world in connection with our manufacturing activities. Major items include electronic components and parts containing aluminum, steel, copper, zinc, rubber and plastics. The cost of components and parts, which reflect the cost of the raw materials used therein, represents a significant portion of our total costs. Price increases of the underlying commodities may adversely affect our results of operations. Although we maintain alternative sources for components and parts, our business is subject to the risk of price fluctuations and periodic delays in the delivery of certain raw materials to our suppliers. The sudden inability of a supplier to deliver components or to do so at reasonable prices could have a temporary adverse effect on our production of certain products or the cost at which we can produce those products. In addition, any change in the supply or price of raw materials could materially adversely affect our future business and results of operations.

If we are not able to maintain good relations with our employees, we could suffer work stoppages that could negatively affect our business and results of operations.

Employees located in our sites in Europe, Asia and South America are subject to collective bargaining, with internal company agreements or external agreements at the region or country level. Currently 50% of our workforce is covered by collective bargaining agreements. These employees' right to strike is typically protected by law and union membership is confidential information which does not have to be provided to the employer. Our U.S. facilities are non-union. Any disputes with our employee base could result in work stoppages or labor protests, which could disrupt our operations. Any such labor disputes could negatively affect our business and results of operations.

We are dependent on key customers.

We rely on several key customers. For the fiscal year ending December 31, 2014 , sales to our top three customers accounted for approximately 11% (Daimler), 10% (Volvo) and 8% (Meritor WABCO, our 50%-owned joint venture in North America), respectively, of our sales, and sales to our top ten customers accounted for approximately 54% of our sales. Many of our customers

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place orders for products on an as-needed basis and operate in cyclical industries and, as a result, their order levels have varied from period to period in the past and may vary significantly in the future. Such customer orders are dependent upon their markets and customers and may be subject to delays or cancellations. As a result of dependence on our key customers, we have experienced and could experience in the future a material adverse effect on our business and results of operations if any of the following were to occur:

the loss of any key customer, in whole or in part;
a declining market in which customers reduce orders or demand reduced prices; or
a strike or work stoppage at a key customer facility, which could affect both its suppliers and customers.
 
We are subject to price reduction demands from our OEM customers. These price reductions could adversely affect the results of our operations

Downward pricing pressure is a characteristic of the automotive industry, and as with other suppliers to commercial vehicle OEMs, we continue to experience price reduction demands from our customers. In the face of lower prices to customers, we must reduce our operating costs in order to maintain profitability. Whilst we have successfully implemented cost reduction initiatives, we anticipate our customers will continue to pursue aggressive pricing strategies. Customers may also request that we pay for design, engineering and tooling costs that are incurred prior to the start of production and recover these costs through amortization in the piece price of the applicable component. If the Company is unable to offset customer price reductions through improved operating efficiencies, new manufacturing processes, sourcing alternatives, technology enhancements and other initiatives, if a given program is not launched or is launched with significantly lower volumes than planned, or if we are unable to avoid price reductions from our customers, the results of our operations could be adversely affected.

If there are changes in the environmental or other regulations that affect one or more of our current or future products, it could have a negative impact on our business and results of operations.

We are currently subject to various environmental and other regulations in the United States and internationally. A risk of environmental liability is inherent in our current and former manufacturing activities. Under certain environmental laws, we could be held jointly and severally responsible for the remediation of any hazardous substance contamination at our past and present facilities and at third party waste disposal sites and could also be held liable for damages to natural resources and any consequences arising out of human exposure to such substances or other environmental damage. While we have a number of proactive programs underway to minimize the impact of the production and use of our products on the environment and believe that we are in substantial compliance with environmental laws and regulations, we cannot predict whether there will be changes in the environmental regulations affecting our products.

Any changes in the environmental and other regulations which affect our current or future products could have a negative impact on our business if we are unable to adjust our product offering to comply with such regulatory changes. In addition, it is possible that we will incur increased costs as a result of complying with environmental regulations, which could have a material adverse effect on our business, results of operations and financial condition.

We may be subject to product liability, warranty and recall claims, which may increase the costs of doing business and adversely affect our business, financial condition and results of operations.

We are subject to a risk of product liability or warranty claims if our products actually or allegedly fail to perform as expected or the use of our products results, or are alleged to result, in bodily injury and/or property damage. While we maintain reasonable limits of insurance coverage to appropriately respond to such exposures, large product liability claims, if made, could exceed our insurance coverage limits and insurance may not continue to be available on commercially acceptable terms, if at all. We cannot assure you that we will not incur significant costs to defend these claims or that we will not experience any product liability losses in the future. In addition, if any of our designed products are or are alleged to be defective, we may be required to participate in recalls and exchanges of such products. In the past five years, our warranty expense has fluctuated between approximately 0.8% and 1.5% of sales on an annual basis. Individual quarters were above or below the annual averages. The future cost associated with providing product warranties and/or bearing the cost of repair or replacement of our products could exceed our historical experience and have a material adverse effect on our business, financial condition and results of operations.

We are required to plan our capacity well in advance of production and our success depends on having available capacity and effectively using it.


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We principally compete for new business at the beginning of the development of our customers' new products. Our customers' new product development generally begins significantly prior to the marketing and production of their new products and our supply of our products generally lasts for the life of our customers' products. Nevertheless, our customers may move business to other suppliers or request price reductions during the life cycle of a product. The long development and sales cycle of our new products, combined with the specialized nature of many of our facilities and the resulting difficulty in shifting work from one facility to another, could result in variances in capacity utilization. In order to meet our customers' requirements, we may be required to supply our customers regardless of the actual cost to us and consequently we may suffer an adverse impact on our operating profit margins and results of operations.

We must continue to make technological advances, or we may not be able to successfully compete in our industry.

We operate in an industry in which technological advancements are necessary to remain competitive. Accordingly, we devote substantial resources to improve already technologically complex products and to remain a leader in technological innovation. However, if we fail to continue to make technological improvements or our competitors develop technologically superior products, it could have an adverse effect on our operating results or financial condition.

The Public Company Accounting Oversight Board, or PCAOB, is currently unable to inspect the audit work and practices of auditors operating in Belgium, including our auditor.

Our auditors, Ernst & Young Bedrijfsrevisoren BCVBA/Reviseurs d'Entreprises SCCRL, are registered with the Public Company Accounting Oversight Board (PCAOB). Our auditors, like any other independent registered public accounting firms operating in Belgium, are not yet permitted, because of Belgian regulation impediments, to be subject to inspections by the PCAOB that assess their compliance with U.S. law and professional standards in connection with performance of audits of financial statements filed with the SEC. As a result, our investors may not realize the potential benefits of such inspections.

Risks Relating to the Separation

We are responsible for certain of Trane's contingent and other corporate liabilities.

Under the Indemnification and Cooperation Agreement, the Separation and Distribution Agreement and the Tax Sharing Agreement, our wholly-owned subsidiary WABCO Europe BVBA has assumed and is responsible for certain contingent liabilities related to Trane's business (including certain associated costs and expenses, whether arising prior to, at or after the Distribution) and will indemnify Trane for these liabilities. Among the contingent liabilities against which we will indemnify Trane and the other indemnities, are liabilities associated with certain non-U.S. tax liabilities and certain U.S. and non-U.S. environmental liabilities associated with certain Trane entities.
 
Risks Relating to Our Common Stock

Your percentage ownership in WABCO may be diluted in the future.

Your percentage ownership in WABCO may be diluted in the future because of equity awards that have already been granted and that we expect will be granted to our directors and officers in the future under our Omnibus Incentive Plan. In addition, we may in the future issue additional equity securities in order to fund working capital needs, capital expenditures and product development, or to make acquisitions and other investments, which may dilute your ownership interest.

We cannot assure you that we will pay any dividends or repurchase shares.

While we have historically returned value to shareholders in the form of share repurchases and/or dividends, our ability to repurchase shares and pay dividends is limited by available cash, contingent liabilities and surplus. Moreover, all decisions regarding the declaration and payment of dividends and share repurchases will be at the sole discretion of our Board and will be evaluated from time to time in light of our financial condition, earnings, capital requirements of our business, covenants associated with certain debt obligations, legal requirements, regulatory constraints, industry practice and other factors that our Board deems relevant.

Our shareholder rights plan and provisions in our amended and restated certificate of incorporation and amended and restated by-laws, and of Delaware law may prevent or delay an acquisition of our company, which could decrease the trading price of our common stock.


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Our amended and restated certificate of incorporation, amended and restated by-laws and Delaware law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our Board of Directors rather than to attempt a hostile takeover. These provisions include, among others:

a Board of Directors that is divided into three classes with staggered terms;
elimination of the right of our shareholders to act by written consent;
rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;
the right of our Board to issue preferred stock without shareholder approval; and
limitations on the right of shareholders to remove directors.

Delaware law also imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock.

On July 13, 2007, our Board adopted a shareholder rights plan, which provides, among other things, that when specified events occur, our shareholders will be entitled to purchase from us a newly created series of junior preferred stock. The preferred stock purchase rights are triggered by the earlier to occur of (i) ten business days (or a later date determined by our Board of Directors before the rights are separated from our common stock) after the public announcement that a person or group has become an “acquiring person” by acquiring beneficial ownership of 15% or more of our outstanding common stock or (ii) ten business days (or a later date determined by our Board before the rights are separated from our common stock) after a person or group begins a tender or exchange offer that, if completed, would result in that person or group becoming an acquiring person. The issuance of preferred stock pursuant to the shareholder rights plan would cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our Board of Directors. The shareholder rights plan expires on July 16, 2017.

We believe these provisions protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board and by providing our Board with more time to assess any acquisition proposal. These provisions are not intended to make our company immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our Board determines is not in the best interests of our shareholders and our company.

ITEM 1B.      UNRESOLVED STAFF COMMENTS

None.

ITEM 2.      PROPERTIES
    
As of February 19, 2015 , our manufacturing activities are located at 21 sites in 11 countries.


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Site Location
  
Major Products Manufactured at Location
Campinas, Brazil
  
Vehicle control systems
Jinan, China (2 plants)
  
Braking systems and Compressors
Qingdao, China
  
Braking systems
Taishan, China
 
Foundation brakes
Claye-Souilly, France
  
Vehicle control systems
Hanover, Germany
  
Vehicle control systems
Gronau, Germany
  
Compressors and hydraulics
Mannheim, Germany
  
Foundation brakes
Ambattur, India
 
Vehicle control systems
Jamshedpur, India
  
Vehicle control systems
Mahindra World City, India
 
Vehicle control systems
Pantnagar, India
 
Vehicle control systems
Lucknow, India
 
Vehicle control systems
Pyungtaek, Korea
  
Braking systems
Meppel, Netherlands
  
Actuators
Stanowice, Poland
  
Remanufactured products
Wroclaw, Poland
  
Vehicle control systems
Miass, Russia
 
Actuators and foundation brakes
Rayong, Thailand
 
Actuators and foundation brakes
Charleston, United States
  
Compressors
Rochester Hills, United States
 
Remanufactured products

We own all of the plants described above, except for Jinan, China; Taishan, China; Stanowice, Poland; Miass, Russia; Rayong, Thailand; Rochester Hills, U.S. and Charleston, U.S., which are leased. Our properties are generally in good condition, are well maintained, and are generally suitable and adequate to carry out our business. In 2014 , the manufacturing plants, taken as a whole, met our capacity needs.

We also own or lease warehouse and office space for administrative and sales staff. Our headquarters, located in Brussels, Belgium, is leased and our executive offices, located in Rochester Hills, Michigan, are owned.

ITEM 3.      LEGAL PROCEEDINGS
    
We may be party to a variety of legal proceedings with respect to environmental related, employee related, product related, and general liability and automotive litigation related matters that arise in the normal course of our business. While the results of these legal proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect on our combined results of operations or financial position. For more information on current legal proceedings, refer to Note 15 of Notes to the Consolidated Financial Statements.

ITEM 4.    MINE SAFETY DISCLOSURES

None.


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ITEM 4A.      EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth certain information as of February 19, 2015 with respect to each person who is an executive officer of the Company:

Name
Age
Position(s)
Jacques Esculier
55
Chairman of the Board of Directors and Chief Executive Officer
Prashanth Mahendra-Rajah
45
Chief Financial Officer
Robert de Vaucorbeil
57
Chief Human Resources Officer
Daniel Sebillaut
53
Chief Supply Chain Officer
Vincent Pickering
46
Chief Legal Officer and Secretary
Nikhil M. Varty
50
President, Americas and Vice President, Mergers & Acquisitions
Leon Liu
53
President, Truck, Bus & Car OEMs
Nick Rens
50
President, Trailer Systems, Aftermarket & Off-Highway
Robert Farrell
67
Interim Corporate Controller

Each officer of the Company is appointed by the Board of Directors to a term of office expiring on the date of the first Board meeting after the Annual Meeting of Shareholders next succeeding his or her appointment or such officer's earlier resignation or removal.

  Jacques Esculier has served as our Chief Executive Officer and director since July 2007. In May 2009, he was appointed Chairman of our Board of Directors. Prior to July 2007, Mr. Esculier served as Vice President of Trane and President of its Vehicle Control Systems business, a position he had held since January 2004. Prior to holding that position, Mr. Esculier served in the capacity of Business Leader for the Trane Commercial Systems' Europe, Middle East, Africa, India & Asia Region from 2002 through January 2004. Prior to joining Trane in 2002, Mr. Esculier spent more than six years in leadership positions at AlliedSignal/Honeywell. He was Vice President and General Manager of Environmental Control and Power Systems Enterprise based in Los Angeles, and Vice President of Aftermarket Services-Asia Pacific based in Singapore.

Prashanth Mahendra-Rajah has served as our Chief Financial Officer since June 2014. Prior to joining WABCO, Mr. Mahendra-Rajah served as Corporate Vice President and Segment CFO for the Silicon Systems Group, a division of Applied Materials, from April 2012. Prior to this, Mr. Mahendra-Rajah served as Vice President Finance, Head of Global Planning & Reporting for Visa for two years. Before then, Mr. Mahendra-Rajah spent 12 years at United Technologies where he served as Vice President, Finance, Planning and Analysis, UTC Fire and Security and Vice President and Chief Financial Officer, Building Systems and Services, Carrier Corporation.
        
Robert de Vaucorbeil has served as our Chief Human Resources Officer since November 2013. Prior to that, Mr. de Vaucorbeil served as our Manufacturing, Logistic and Quality HR Director, a position he had held since July 2011. Prior to joining WABCO, Mr. de Vaucorbeil was the HR and Industrial Excellence Director at Saint Gobain Packaging from October 2007. Before holding that position, Mr. de Vaucorbeil held management positions of increasing responsibilities at Delphi, ultimately serving as the HR Director of Delphi Powertrain worldwide and their Chassis Europe business.

Daniel Sebillaut has served as our Chief Supply Chain Officer since September 2013, adding to his existing role as Vice President, Manufacturing & Logistics, a position he has held since January 2011. Prior to joining WABCO, Mr. Sebillaut served as Director of Global Operations and Production Control at Delphi Corporation from September 2000. Before holding that position, Mr. Sebillaut served as Vice President for Quality and Continuous Improvement at Lear Corporation from May 1999.

Vincent Pickering has served as our Chief Legal Officer and Secretary since September 2010. Prior to joining WABCO, Mr. Pickering served as the Associate General Counsel for the Worldwide Licensing and Pricing Division of Microsoft Corp. for eight years. Prior to working at Microsoft, Mr. Pickering worked both in-house and in private practice, representing companies across a diverse range of industries that include the telecommunications and energy sectors.

Nikhil M. Varty has served as our President, Americas and Vice President, Mergers & Acquisitions since February 2012. Prior to this, Mr. Varty served as Vice President, Compression & Braking since July 2007. Prior to July 2007, Mr. Varty served as Vice President, Compression and Braking of Trane's Vehicle Control Systems business, a position he has held since January 2005. Prior to holding that position, Mr. Varty served in the capacity of Chief Financial Officer of Trane's Vehicle Control Systems

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business. Prior to joining Trane in June 2001, Mr. Varty had more than 10 years of national and international senior level finance roles with Great Lakes Chemical Corp., AlliedSignal/Honeywell and Coopers & Lybrand.

Leon Liu has served as our President, Truck, Bus & Car OEMs since July 2014. Prior to this, Mr. Liu served as our President, Asia since January 2005. Prior to joining WABCO in 2005, Mr. Liu served as the Director of Business Planning and Strategy for Asia operations at Visteon Corporation. Before joining Visteon, he held management positions of increasing responsibilities in product development, product launches, program management, corporate strategy and business development at Ford Motor Company and several Japanese Tier-1 suppliers.

Nick Rens has served as our President, Trailer Systems, Aftermarket & Off-Highway since July 2014. Prior to this, Mr. Rens served as our Vice President, Aftermarket since November 2008. This was in addition to his role as Vice President, Trailer Systems, a role which he had held since 2005. He also assumed the role of Vice President, Driveline Controls, from January 2013 to September 2013. Previously, Mr. Rens worked for three years as our regional trailer sales leader for southern and western Europe based in Claye Souilly, France. Since 1999, Mr. Rens has also been Managing Director of WABCO Belgium where he held several sales leadership roles both in the Aftermarket and Original Equipment sales organizations. Mr. Rens has worked at the Company for almost his entire career, having joined the Company in 1989 as a product line specialist.

Robert Farrell has served as our Interim Corporate Controller since December 2014. Prior to this, Mr. Farrell served as our Vice President of Finance, Americas and M&A from March 2013 until his retirement from the Company on August 28, 2014. Prior to holding that position, Mr. Farrell served as the Company’s Vice President and General Auditor from July 2007.


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PART II

ITEM 5.
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on NYSE under the symbol “WBC”. Our Certificate of Incorporation, as amended, authorizes the Company to issue up to 400,000,000 shares of common stock, par value $.01 per share, and 4,000,000 shares of preferred stock, par value $.01 per share, all of which have been designated by our Board of Directors as a series of Junior Participating Cumulative Preferred Stock. We also have a rights agreement. Pursuant to the rights agreement, when triggered in certain takeover situations, one preferred stock purchase right will be issued for each outstanding share of our common stock.

We estimate that there are approximately 440 holders of record of the Company's common stock. A significant number of the outstanding shares of common stock which are beneficially owned by individuals or entities are registered in the name of a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms. As of February 5, 2015 , there were 35,824 beneficial owners of our common stock.

We have not declared or paid any cash dividends in 2014 or 2013 . Our last cash dividend was paid ($0.07 per share) in the first quarter of 2009. We continuously consider ways to return capital to our stockholders, either through our open market repurchase program and/or through the payment of cash dividends.

Set forth below are the high and low sales prices for shares of our common stock for each quarterly period of 2014 and 2013 .  

2014
High   
Low   
First quarter
$
106.72

$
83.92

Second quarter
$
111.65

$
100.31

Third quarter
$
110.93

$
90.73

Fourth quarter
$
108.10

$
85.22

2013
 
 
First quarter
$
72.98

$
62.30

Second quarter
$
78.62

$
64.01

Third quarter
$
86.76

$
73.95

Fourth quarter
$
93.80

$
80.81



ISSUER PURCHASES OF EQUITY SECURITIES

Our Board of Directors has approved an open market stock repurchase program. On May 26, 2011, the Board of Directors approved the purchase of shares in an amount not to exceed $ 400 million , which expired on May 31, 2013. On October 26, 2012, the Board of Directors authorized the Company to enter into an additional share repurchase program for $ 400 million of common shares. A repurchase program for $200 million of common shares was further authorized on October 29, 2013. Both of these authorizations expired on December 31, 2014.

On December 5, 2014, the Board of Directors approved a repurchase program for an additional $500 million of common shares. This authorization expires on December 31, 2016.

The total unexpended balance under this repurchase program was $ 500.0 million as of December 31, 2014 .

A summary of the repurchase activity for 2014 follows.

Period
 
Total Number of Shares Purchased (a)
 
Average price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)
 
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)
 
 
 
 
 
 
 
 
Total through December 31, 2013
 
10,155,343

 
$
61.08

10,155,343

 
$
379,722,420

 
 
 
 
 
 
 
 
January 1 - January 31
 
93,164

 
$
91.12

93,164

 
$
371,233,509

February 1 - February 28
 
33,272

 
$
99.14

33,272

 
$
367,934,862

March 1 - March 31
 
851,771

 
$
103.86

851,771

 
$
279,469,217

Total first quarter
 
978,207

 
$
102.49

978,207

 
 
 
 
 
 
 
 
 
 
April 1 - April 30
 
62,715

 
$
103.87

62,715

 
$
272,955,018

May 1 - May 31
 
431,656

 
$
106.34

431,656

 
$
227,052,032

June 1 - June 30
 
439,968

 
$
108.79

439,968

 
$
179,135,862

Total second quarter
 
934,339

 
$
107.33

934,339

 
 
 
 
 
 
 
 
 
 
July 1 - July 31
 
334,672

 
$
104.42

334,672

 
$
144,190,892

August 1 - August 31
 
266,100

 
$
101.19

266,100

 
$
117,264,995

September 1 - September 30
 
397,600

 
$
98.08

397,600

 
$
78,292,671

Total third quarter
 
998,372

 
$
101.01

998,372

 
 
 
 
 
 
 
 
 
 
October 1 - October 31
 
205,200

 
$
91.00

205,200

 
$
59,618,782

November 1 - November 30
 
184,500

 
$
101.88

184,500

 
$
40,822,299

December 1 - December 31
 
122,400

 
$
103.28

122,400

 
$
500,000,000

Total fourth quarter
 
512,100

 
$
97.86

512,100

 
 
 
 
 
 
 
 
 
 
Total through December 31, 2014
 
13,578,361

 
$
71.57

13,578,361

 
$
500,000,000

 
 
 
 
 
 
 
 

(a) Relates to the share repurchase programs approved in May 2011, October 2012, October 2013 and December 2014 as previously discussed.

All share repurchases were effected in accordance with the safe harbor provisions of Rule 10b-18 of the Exchange Act.


PERFORMANCE GRAPH

The following graph and table compare the cumulative total shareholder's return on our common stock from December 31, 2009 through December 31, 2014 , with the Standard & Poor's 500 Index and the Standard & Poor's Auto Parts & Equipment Index. The table and graph use data supplied by S&P Capital IQ.

The comparisons reflected in the graph and table are not intended to forecast the future performance of the common stock and may not be indicative of such future performance.
Total Shareholder Returns




 
12/31/2009
12/31/2010
12/31/2011
12/31/2012
12/31/2013
12/31/2014
WABCO Holdings, Inc.
100
236.25
168.28
252.77
362.19
406.28
S&P 500 Index
100
115.06
117.49
136.30
180.44
205.14
S&P 500 Auto Parts & Equipment Index
100
142.78
117.46
122.68
202.13
209.56



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ITEM 6.
SELECTED FINANCIAL DATA
 
(Amounts in millions, except share and per share data) 
 
Year Ended December 31,  
 
2014
 
2013
 
2012
 
2011
 
2010
Income Statement Data:
 
 
 
 
 
 
 
 
 
 
Sales
 
$
2,851.0

 
$
2,720.5

 
$
2,477.4

 
$
2,794.1

 
$
2,175.7

Cost of sales
 
1,968.3

 
1,906.2

 
1,732.0

 
1,984.6

 
1,556.6

Streamlining expenses
 
11.0

 
5.2

 
5.2

 
1.5

 
4.0

Gross profit
 
871.7

 
809.1

 
740.2

 
808.0

 
615.1

Costs and expenses:
 
 

 
 

 
 

 
 

 
 

Selling and administrative expenses
 
370.8

 
345.1

 
300.5

 
326.6

 
307.4

Product engineering expenses
 
145.0

 
119.4

 
104.3

 
105.1

 
85.9

Streamlining expenses
 
16.0

 
7.7

 
7.7

 
0.6

 
(0.8
)
Other operating expense, net
 
8.9

 
5.0

 
3.2

 
5.8

 
5.0

Operating income
 
331.0

 
331.9

 
324.5

 
369.9

 
217.6

European Commission fine reimbursement/(indemnification)
 

 
279.5

 

 

 
(400.4
)
Equity income of unconsolidated joint ventures
 
23.8

 
17.7

 
18.1

 
16.5

 
9.9

Other non-operating income/(expense), net
 
1.8

 
6.9

 
(5.0
)
 
20.2

 
(2.2
)
Interest income/(expense), net
 
0.2

 
4.9

 
(1.5
)
 
(1.7
)
 
(2.2
)
Income/(loss) before income taxes
 
356.8

 
640.9

 
336.1

 
404.9

 
(177.3
)
Income tax expense/(benefit) (a)
 
55.6

 
(21.0
)
 
23.6

 
36.7

 
36.9

Net income/(loss) including noncontrolling interests
 
301.2

 
661.9

 
312.5

 
368.2

 
(214.2
)
Less: net income attributable to noncontrolling interests
 
9.7

 
8.7

 
10.5

 
11.2

 
11.9

Net income/(loss)
 
$
291.5

 
$
653.2

 
$
302.0

 
$
357.0

 
$
(226.1
)
Per share:
 
 

 
 

 
 

 
 

 
 

Basic
 
$
4.87

 
$
10.46

 
$
4.73

 
$
5.35

 
$
(3.50
)
Diluted
 
$
4.81

 
$
10.31

 
$
4.62

 
$
5.19

 
$
(3.50
)
Average number of outstanding common shares:
 
 

 
 

 
 

 
 

 
 

Basic
 
59,907,763

 
62,474,493

 
63,906,992

 
66,693,064

 
64,562,222

Diluted
 
60,546,454

 
63,382,564

 
65,323,389

 
68,829,440

 
64,562,222

Balance Sheet Data  (at end of period):
 
 

 
 

 
 

 
 

 
 

Total assets
 
$
2,432.7

 
$
2,392.8

 
$
1,747.0

 
$
1,623.2

 
$
1,524.9

Total debt
 
$
315.2

 
$
87.1

 
$
76.2

 
$
78.8

 
$
113.5

Total shareholders' equity
 
$
841.6

 
$
1,152.8

 
$
676.4

 
$
587.2

 
$
412.3

Cash dividends per common share
 
$

 
$

 
$

 
$

 
$


(a) The income tax provision for 2014 was $55.6 million on $356.8 million of pre-tax income before adjusting for noncontrolling interest, compared with an income tax benefit of $21.0 million on pre-tax income of $640.9 million before adjusting for noncontrolling interest in 2013 . The income tax benefit for 2014 includes the net result of taxes on the mix of earnings in multiple tax jurisdictions, the accrual of interest on uncertain tax positions, and certain foreign tax planning.

The income tax benefit for 2013 includes taxes on earnings in profitable jurisdictions, income offset by fully valued net operating losses, the accrual of interest on uncertain tax positions, and a tax provision on unremitted foreign earnings of $300.0 million in a Belgian affiliate for which amount the Company does not assert permanent reinvestment outside the United States. This assertion is resulting from the Company recognizing earnings in the fourth quarter of 2013 from the receipt of an exceptional refund including interest from the European Commission related to the Company’s appeal of the EC fine as further discussed in Note 15 of Notes to the Consolidated Financial Statements. Additionally, the Company recorded a tax benefit for a release at the end of the year of a valuation allowance related to management’s determination that it is more likely than not that the Company will realize its deferred tax asset in a foreign jurisdiction. Management has also determined that it is more likely than not that it

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will not realize $9.0 million of its deferred tax assets in other foreign jurisdictions and has recorded a valuation allowance against such deferred tax assets.

The income tax provision for 2012 included taxes on earnings in profitable jurisdictions, income offset by fully valued net operating losses, the accrual of interest on uncertain tax positions, and certain foreign tax planning. Additionally, the income tax provision is offset by the release of tax accruals for uncertain tax positions due to certain government filings submitted in January 2012 of approximately $24.8 million. Additionally, a tax benefit of $4.1 million related to the Company's filing of its 2011 U.S. Federal Income Tax Return in September 2012 was recorded during the third quarter of 2012.

The income tax provision for 2011 included taxes on earnings in profitable jurisdictions offset by benefits related to ongoing foreign tax planning activities, a decrease in a valuation allowance, and the release of certain tax accruals as a consequence of the settlement of foreign tax audits and the expiration of a statute of limitation. Additionally, the Company provided a tax provision of $12.7 million during the fourth quarter of 2011 due to the Company's decision to repatriate earnings from a foreign affiliate of approximately $299 million.

The income tax provision for 2010 included taxes on earnings in profitable jurisdictions and benefits related to ongoing foreign tax planning activities. In addition, the tax provision for 2010 excluded any benefit related to the indemnification payment of approximately $400 million for a European Commission fine as previously disclosed in the Company's 2010 Form 10-K. During the third quarter of 2010, an uncertain tax position of approximately $135.8 million was recorded for the tax deduction related to the EC fine.

For a comparative analysis of certain line items in the Income Statement Data section of this table, see Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” which follows.

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Table of Contents


ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion summarizes the significant factors affecting the results of operations and financial condition of WABCO during the years ended December 31, 2014 , 2013 and 2012 and should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere herein. Certain information in this discussion and analysis regarding industry outlook, our expectations regarding the future performance of our business and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” above. Our actual results may differ materially from those contained in any forward-looking statements. You should read the following discussion together with the sections entitled “Risk Factors”, “Information Concerning Forward-Looking Statements”, “Selected Financial Information”, “Liquidity and Capital Resources” and consolidated financial statements and related notes thereto included elsewhere herein .

Executive Overview

In 2014 , global production of trucks and buses greater than six tons decreased in most markets. We estimate the reduction to be approximately 2% globally. WABCO's sales during the full year 2014 increased by 4.8% ( 6.0% excluding foreign currency translation effects) compared with the same period a year ago. Of this increase, 2.4% comes from the consolidated results in local currencies of Transics International, WABCO's newly acquired subsidiary. Overall, WABCO continued in 2014 to outperform the rate of production of trucks and buses in each region.

In 2014 , WABCO's global aftermarket sales increased by 11.0% ( 12.7% excluding foreign currency translation effects), compared with the same period a year ago, resulting in record aftermarket revenues on a currency adjusted basis. This performance includes the benefits from the recently acquired Transics business and demonstrates the continued success of the Company's aftermarket strategies initiated several years ago.

During 2014, we continued to expand our local capabilities while also investing in research, development, sourcing and manufacturing resources. We announced in 2014 that WABCO in China has been recertified as a high technology enterprise by the government authorities. WABCO obtained such certification originally in 2010, making WABCO one of the first global suppliers in the automotive and commercial vehicle industry to qualify for this special recognition in China, the world’s largest market for production of trucks and buses. WABCO remains one of the few in its field with this official status. It also reaffirms WABCO’s well-anchored local capabilities and the Company’s continued investments in resources in China.

In 2014, we inaugurated our fifth world-class manufacturing facility in India. Our new factory in Lucknow is located near a manufacturing site of TATA Motors. WABCO INDIA’s other world-class manufacturing sites are located in Ambattur, Jamshedpur, Mahindra World City and Pantnagar. WABCO India is a major hub in our global engineering, sourcing and manufacturing network. WABCO’s extended network in India helps both local and global commercial vehicle manufacturers to further grow their domestic and export business. WABCO INDIA also supplies customers based in Japan, Europe, and the United States, among other markets internationally.

In North America in 2014, major global truck makers increased their adoption of WABCO’s automated manual transmission technologies. WABCO North America also continued to enhance its engineering and new product development center for local applications. WABCO’s OnGuard™ collision mitigation system, the first with active braking in North America, continued to expand its market leadership through increased adoption among major commercial vehicle makers and national fleets.

Throughout 2014 and despite variations in volumes of new truck and bus production across markets, WABCO continued to deliver strong profitability. Also during 2014 , WABCO's Operating System continued to provide fast and flexible responses to major market changes, delivering $76.5 million of materials and conversion productivity. Gross materials productivity in 2014 represented 5.4% of total materials cost but, as expected, the impact of commodity inflation reduced net materials productivity to 5.1% . Conversion productivity in 2014 represented 6.4% , a new annual record for WABCO.

Our Markets and Our Customers

Our sales are affected by changes in truck and bus (T&B) production. Europe is our largest geographic market and sales to T&B OEMs represent our largest customer group. The table below shows the relationship between our sales to European T&B OEMs, which account for approximately 59% of our global sales to T&B OEMs, and European T&B production for the last five years. Sales data is shown at a constant Euro to U.S. Dollar exchange rate for year to year comparability and to make comparisons

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Table of Contents

to unit production meaningful. Over the past five years, our sales have outperformed the rate of European T&B production by an average of 4% per year.

Year to Year Change
 
2010
 
2011
 
2012
 
2013
 
2014
Sales to European T&B OEMs (at constant FX rates)
 
60
%
 
34
%
 
(10
)%
 
13
%
 
(7
)%
European T&B Production
 
52
%
 
31
%
 
(9
)%
 
5
%
 
(9
)%

  In general, our sales track directionally with truck and bus builds. However, individual year to year sales changes are also influenced by other factors such as timing of orders and deliveries to T&B OEM customers, application content, new product introduction, price and introduction of new customer platforms. The level of truck build activity is influenced by general economic conditions, including interest rate levels and inflation.
      
Our aftermarket sales account for approximately 26% of total sales and are affected by a variety of factors: content on specific vehicles and breadth of our product range, number of commercial trucks in active operation, truck age, type of vehicles built, miles driven, demand for transported goods and overall economic activity. On average, our aftermarket sales (on a constant exchange to the U.S. Dollar rate) have grown by 11% annually for the last five years as shown in the table below.
 
Year to Year Change  
2010
2011
2012
2013
2014
Average
Change 
Aftermarket Sales (at constant FX rates)
22
%
8
%
5
%
7
%
13
%
11
%
Distribution of WABCO's Sales by Major End-Markets, Product Types and Geography
 
 
2014
 
2013
 
2012
Major End-Markets
 
 
 
 
 
 
 
 
 
 
 
OE Manufacturers:
 
 
 
 
 
   Truck & Bus products
60
%
 
62
%
 
62
%
   Trailer products
10
%
 
9
%
 
9
%
   Car products
4
%
 
4
%
 
4
%
Aftermarket
26
%
 
25
%
 
25
%
 
100
%
 
100
%
 
100
%
Geography:
 

 
 

 
 

   Europe
59
%
 
61
%
 
60
%
   North America
13
%
 
11
%
 
11
%
   South America
6
%
 
7
%
 
6
%
   Asia
19
%
 
18
%
 
20
%
   Other
3
%
 
3
%
 
3
%
 
100
%
 
100
%
 
100
%

Our largest customer is Daimler, which accounts for approximately 11% of our sales. Volvo accounted for 10% of our sales in 2014 . Other key customers include Ashok Leyland, BMW, China National Heavy Truck Corporation (CNHTC), Cummins, Fiat (Iveco), Hino, Hyundai, Krone, MAN Nutzfahrzeuge AG (MAN), Meritor, Meritor WABCO (a joint venture), Paccar (DAF Trucks N.V. (DAF), Kenworth, Leyland and Peterbilt), First Automobile Works, Otto Sauer Achsenfabrik (SAF), Scania, Schmitz Cargobull AG, TATA Motors and ZF Friedrichshafen AG (ZF). For the fiscal years ended December 31, 2014 and 2013 , our top 10 customers accounted for approximately 54% and 52% , respectively, of our sales.


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Results of Operations

Approximately 87% of our sales are outside the United States and therefore, changes in exchange rates can have a significant impact on the reported results of our operations, which are presented in U.S. Dollars. Year-over-year changes in sales and expenses for 2014 compared with 2013 and 2013 compared with 2012 are presented both with and without the effects of foreign currency translation. Changes in sales and expenses excluding foreign exchange effects are calculated using current year sales and expenses translated at prior year exchange rates. Presenting changes in sales and expenses excluding the effects of foreign currency translation is not in conformity with U.S. Generally Accepted Accounting Principles (U.S. GAAP), but we analyze this data because it is useful to us in understanding the operating performance of our business. We believe this data is also useful to shareholders for the same reason. The changes in sales and expenses excluding the effects of foreign exchange translation are not meant to be a substitute for measurements prepared in conformity with U.S. GAAP, nor to be considered in isolation. Management believes that presenting these non-U.S. GAAP financial measures is useful to shareholders because it enhances their understanding of how management assesses the operating performance of the Company's business.


Results of Operations for 2014 Compared with 2013

The following table is a summary of sales, cost of sales , gross profit, operating expenses and other selected results of operations for the periods indicated.
  
 
Year ended
December 31,
 
 
 
Excluding Foreign
Exchange Translation **
(Amounts in millions)
2014
 
2013
 
% change
reported  
 
2014 adjusted
amount  
 
% change
adjusted  
Sales
$
2,851.0

 
$
2,720.5

 
4.8
 %
 
$
2,884.5

 
6.0
 %
Cost of sales
1,979.3

 
1,911.4

 
3.6
 %
 
2,006.1

 
5.0
 %
Gross profit
871.7

 
809.1

 
7.7
 %
 
878.4

 
8.6
 %
 
 
 
 
 
 
 
 
 
 
Operating expenses
540.7

 
477.2

 
13.3
 %
 
544.0

 
14.0
 %
Equity in net income of unconsolidated joint ventures
23.8

 
17.7

 
34.5
 %
 
23.8

 
34.5
 %
Other non-operating income, net
1.8

 
286.4

 
*
 
2.5

 
*
Interest income, net
0.2

 
4.9

 
(95.9
)%
 
0.3

 
(93.9
)%
Income tax expense/(benefit)
55.6

 
(21.0
)
 
*
 
61.1

 
*

* Percentage change not considered meaningful
** Amounts translated using 2013 average exchange rates for comparability

Sales

Our sales for 2014 were $2,851.0 million , an increase of 4.8% ( 6.0% excluding foreign currency translation effects) from $2,720.5 million in 2013 . The increase, excluding foreign currency translation effects, includes 2.4% coming from the recently acquired Transics business and was also driven by increased WABCO content per vehicle partially offset by a 2% decline in the global production of new trucks and buses greater than six tons. Total sales in Europe, our largest market, showed a slight increase of 0.1% ( 0.4% excluding foreign currency translation effects) for the full year 2014 , driven mainly by the recently acquired Transics business and increased WABCO content per vehicle, offset by lower levels of truck, bus and trailer production. Total sales increased 29.3% in North America due to increased WABCO content per vehicle and increased production of new trucks and buses. Total sales in Asia increased 13.3% ( 16.0% excluding foreign currency translation effects) driven primarily by increases in all key markets: India of 19.8% ( 26.3% excluding foreign currency translation effects), Japan of 4.8% ( 13.3% excluding foreign currency translation effects), China of 15.2% ( 15.5% excluding foreign currency translation effects) and South Korea of 9.8% ( 6.3% excluding foreign currency translation effects). Total sales in South America decreased 12.0% ( 4.5% excluding foreign currency translation effects) driven by an estimated 23% decline in the production of new trucks and buses in Brazil, partially offset by increased WABCO content per vehicle. WABCO's global aftermarket sales, included in the geographic numbers provided above, increased 11.0% ( 12.7% excluding foreign currency translation effects). This increase, which includes the benefits from the recently acquired Transics business, demonstrates the continued success of the Company's aftermarket strategies initiated several years ago.


27


Cost of Sales and Gross Profit

Our cost of sales for the year 2014 was $ 1,979.3 million , an increase of $ 67.9 million ($ 94.7 million excluding foreign currency translation effects) from $ 1,911.4 million in 2013 . Within cost of sales, our largest expense is material costs, which mainly represents the purchase of components and parts. Our continued focus on productivity generated 5.4% of material savings before the impact of commodity inflation, which had a negative impact of 0.3% , bringing net materials productivity to 5.1% for the year. This productivity achievement resulted in $49.3 million of material cost savings. Our second largest expense within the cost of sales is for labor and other costs associated with converting our purchased components and parts into finished goods. Labor and other cost escalations increased conversion costs by approximately $13.7 million , while our productivity efforts generated $27.2 million of savings, or 6.4% of the conversion costs. Warranty expenses excluding volume effects were higher compared to prior year by $2.3 million in part due to a cost recovery from a supplier in 2013. Streamlining expenses increased costs by $4.1 million . Absorption of overhead costs and other indirect costs were unfavorable by $2.0 million versus the prior year primarily as a result of higher inflation on overhead costs. Volume and mix increased cost of sales by $144.7 million , and together with the increase in sales contributed $53.6 million to an increase in gross profit. Sales price reductions had a negative impact of $35.3 million on gross profit, or 1.2% of sales. Foreign currency translational effects decreased cost of sales by $26.8 million and combined with the translational effects on sales they negatively impacted gross profit in the amount of $6.7 million . Foreign currency transactional impacts also increased cost of sales by $4.4 million and negatively affected gross profit in the amount of $3.4 million . The net result of all these changes was an increase in gross profit of $ 62.6 million (or $ 69.3 million excluding foreign currency translation effects).

Operating Expenses

Operating expenses, which include selling and administrative expenses, product engineering expenses and other operating expenses, increased by $ 63.5 million ($ 66.8 million excluding foreign currency translation effects). The increase, excluding foreign currency translation effects, comprised increases in research and development investments of $9.3 million , Transics operating costs of $34.8 million , amortization of acquired intangibles in Transics of $8.9 million , labor inflation and other people-related costs of $16.7 million , and increases in streamlining and separation costs of $7.3 million . These increases were partially offset by reductions in incentive compensation of $8.2 million and other operating expenses of $2.0 million .

Equity in Net Income of Unconsolidated Joint Ventures

Equity in net income of unconsolidated joint ventures increased $ 6.1 million to $23.8 million in 2014 as compared to $17.7 million in 2013 . This increase was primarily driven by higher income from our North American joint venture, partially offset by a decrease in income from our South African joint venture.

Other Non-Operating Income, net

Non-operating income amounted to $1.8 million in 2014 versus $286.4 million for 2013 . The decrease relates primarily to the reimbursement of $279.5 million received in 2013 on a fine previously assessed in 2010 by the European Commission (the EC Fine) as further discussed in Note 15 of Notes to the Consolidated Financial Statements.

Interest Income, net

Net interest income decreased by $4.7 million to $0.2 million in 2014 compared to $4.9 million in 2013. This was mainly a result of interest income received in 2013 on the EC fine reimbursement amounting to approximately $5.4 million.

Income Taxes

The income tax provision for 2014 was $55.6 million on $356.8 million of pre-tax income before adjusting for noncontrolling interest, compared with an income tax benefit of $21.0 million on pre-tax income of $640.9 million before adjusting for noncontrolling interest in 2013 . The income tax provision for 2014 includes the net result of taxes on the mix of earnings in multiple tax jurisdictions, the accrual of interest on uncertain tax positions, and certain foreign tax planning.

As previously disclosed in the Company's 2013 Form 10K, we continue to expect our effective tax rate to increase in subsequent periods following the 2013 release of a valuation allowance of $ 178.4 million . Our net income and effective tax rate will be negatively affected in periods following this release. However, the valuation allowance release will not affect the amount of cash paid for income taxes. Management has also determined that it is more likely than not that it will not realize $9.0 million of its deferred tax assets in other foreign jurisdictions since evidence such as historical operating profits resulted in a cumulative

28


loss position during the most recent three-year period ending on December 31, 2014 and lack of projected earnings provided sufficient negative evidence to record a valuation allowance against such deferred tax assets.

Furthermore, in 2014, the Company recorded a tax charge of $3.6 million primarily related to various income tax filings and changes in the Company's recorded tax liabilities with respect to undistributed foreign earnings due to the Company’s decision to repatriate on a non-recurring basis $15.1 million of accumulated foreign earnings of its Korean affiliate.  The Company continues to assert permanent reinvestment outside the U.S. with respect to the remainder of its foreign earnings and at this time, does not have any plans or needs to repatriate additional earnings from its foreign subsidiaries except for Brazil.

Backlog

Backlog, which represents valid sales orders that have not yet been filled as of the end of the reporting period, was $1.3 billion at the end of 2014 , an increase of 1.7% ( 15.5% excluding foreign currency translation effects) from the end of 2013 . Backlog is not necessarily predictive of future business as it relates only to some of our products, and customers may still change orders and future delivery dates.


Results of Operations for 2013 Compared with 2012
  
The following table is a summary of sales, cost of sales , gross profit, operating expenses and other selected results of operations for the periods indicated.

 
Year ended
December 31,
 
 
 
Excluding Foreign
Exchange Translation **
(Amounts in millions)
2013
 
2012
 
% change
reported  
 
2013 adjusted
amount  
 
% change
adjusted  
Sales
$
2,720.5

 
$
2,477.4

 
9.8
 %
 
$
2,708.8

 
9.3
 %
Cost of sales
1,911.4

 
1,737.2

 
10.0
 %
 
1,910.8

 
10.0
 %
Gross profit
809.1

 
740.2

 
9.3
 %
 
798.0

 
7.8
 %
 
 
 
 
 
 
 
 
 
 
Operating expenses
477.2

 
415.7

 
14.8
 %
 
469.4

 
12.9
 %
Equity in net income of unconsolidated joint ventures
17.7

 
18.1

 
(2.2
)%
 
17.7

 
(2.2
)%
Other non-operating income/(expense), net
286.4

 
(5.0
)
 
*
 
272.5

 
*
Interest income/(expense), net
4.9

 
(1.5
)
 
*
 
4.7

 
*
Income tax (benefit)/expense
(21.0
)
 
23.6

 
*
 
(13.0
)
 
*

* Percentage change not considered meaningful
** Amounts translated using 2012 average exchange rates for comparability

Sales

Our sales for 2013 were $2,720.5 million, an increase of 9.8% (9.3% excluding foreign currency translation effects) from $2,477.4 million in 2012. The increase, excluding foreign currency translation effects, was predominately driven by increased WABCO content per vehicle and a 3% improvement in the global production of new trucks and buses greater than six tons. Total sales in Europe, our largest market, increased approximately 11.3% (8.0% excluding foreign currency translation effects) for the full year 2013, driven mainly by increased WABCO content per vehicle and higher levels of truck, bus and trailer production. Total sales increased 7.8% in North America due to increased WABCO content per vehicle despite reduced commercial vehicle production. Total sales in Asia decreased 1.6% (increased 4.6% excluding foreign currency translation effects). The sales drop in Asia was driven primarily by reductions in total sales in India of 27.8% (21.4% excluding foreign currency translation effects) and in Japan of 13.4% (increase of 5.6% excluding foreign currency translation effects), where the markets experienced significant declines. These decreases were partially offset by an increase in sales in China of 26.5% (23.2% excluding foreign currency translation effects) and South Korea of 6.3% (3.1% excluding foreign currency translation effects). Total sales in South America increased 30.4% (43.2% excluding foreign currency translation effects) driven by increased WABCO content per vehicle in addition to the recovery in production of new trucks and buses in Brazil. The global aftermarket sales performance, included in the geographic numbers provided above, was an increase of 7.4% (7.1% excluding foreign currency translation effects), as we continued to benefit from the Company's aftermarket strategies initiated several years ago.


29


Cost of Sales and Gross Profit

Our cost of sales for the year 2013 was $1,911.4 million, an increase of $174.2 million ($173.6 million excluding foreign currency translation effects) from $1,737.2 million in 2012. Within cost of sales, our largest expense is material costs, which mainly represents the purchase of components and parts. Our continued focus on productivity generated 5.3% of material savings before the impact of commodity inflation, which had a negative impact of 0.3%, bringing net materials productivity to 5.0% for the year. This productivity achievement resulted in $58.5 million of material cost savings. Our second largest expense within the cost of sales is for labor and other costs associated with converting our purchased components and parts into finished goods. Labor and other cost escalations increased conversion costs by approximately $14.7 million, while our productivity efforts generated $25.7 million of savings, or 6.3% of the conversion costs. Better claims experience decreased warranty expenses by $9.1 million compared to last year. Streamlining expenses increased costs by $1.6 million. Absorption of overhead costs and other indirect costs were favorable by $45.0 million versus the prior year. Volume and mix increased cost of sales by $251.6 million, and together with the increase in sales contributed $10.9 million to an increase in gross profit. Sales price reductions had a negative impact of $34.2 million on gross profit, or 1.2% of sales. Foreign currency translational effects increased cost of sales by $0.6 million and combined with the translational effects on sales they positively impacted gross profit in the amount of $11.1 million. Foreign currency transactional impacts increased cost of sales by $44.0 million and negatively affected gross profit in the amount of $40.9 million. The net result of all these changes was an increase in gross profit of $68.9 million (or $57.8 million excluding foreign currency translation effects).

Operating Expenses

Operating expenses, which include selling and administrative expenses, product engineering expenses and other operating expenses, increased by $61.5 million ($53.7 million excluding foreign currency translation effects). The increase, excluding foreign currency translation effects, comprised increases in labor and other cost inflation of $11.2 million, incentive compensation of $13.6 million, research and development investments of $13.0 million, pension costs of $4.3 million due to a 2012 reduction in our UK pension obligation and streamlining and separation costs of $6.0 million. In addition, we also saw an increase in investments in global expansion of $5.6 million.

Equity in Net Income of Unconsolidated Joint Ventures

Equity in net income of unconsolidated joint ventures decreased $0.4 million to $17.7 million in 2013 as compared to $18.1 million in 2012. This decrease was primarily driven by lower income from our South African joint venture, which decreased by $0.9 million.

Other Non-Operating Income/(Expense), net

In 2013 we received a reimbursement of $279.5 million on the EC Fine as further discussed in Note 15 of Notes to the Consolidated Financial Statements. Excluding this gain in 2013, non-operating income amounted to $6.9 million versus an expense of $5.0 million for 2012, primarily a result of the release of an accrual for tax indemnification liabilities due to the settlement of a foreign tax audit.

Interest Expense, net

Net interest income increased by $6.4 million to $4.9 million in 2013 compared to an expense of $1.5 million in 2012. This was mainly a result of interest income received on the EC Fine reimbursement amounting to €4.0 million or approximately $5.4 million.

Income Taxes

The income tax benefit for 2013 was $21.0 million on $640.9 million of pre-tax income before adjusting for noncontrolling interest. The income tax benefit for 2013 includes taxes on earnings in profitable jurisdictions, income offset by fully valued net operating losses, the accrual of interest on uncertain tax positions, and a tax provision on unremitted foreign earnings of $300.0 million in a Belgian affiliate for which amount the Company does not assert permanent reinvestment outside the United States. This assertion is resulting from the Company recognizing earnings in the fourth quarter of 2013 from the receipt of an exceptional refund including interest from the European Commission related to the Company’s appeal of the EC Fine as further discussed in Note 16 of Notes to the Consolidated Financial Statements. Additionally, the Company recorded a tax benefit for a release at the end of the year of a valuation allowance related to management’s determination that it is more likely than not that the Company will realize its deferred tax asset in a foreign jurisdiction. Management has also determined that it is more likely than not that it

30


will not realize $10.1 million of its deferred tax assets in other foreign jurisdictions and has recorded a valuation allowance against such deferred tax assets.

The income tax provision for 2012 included taxes on earnings in profitable jurisdictions, income offset by fully valued net operating losses, the accrual of interest on uncertain tax positions, and certain foreign tax planning. Additionally, the income tax provision is offset by the release of tax accruals for uncertain tax positions due to certain government filings submitted in January 2012 of approximately $24.8 million. Additionally, a tax benefit of $4.1 million related to the Company's filing of its 2011 U.S. Federal Income Tax Return in September 2012 was recorded during the third quarter of 2012.

Backlog

Backlog, which represents valid sales orders that have not yet been filled as of the end of the reporting period, was $1.3 billion at the end of 2013, an increase of 19.6% (18.1% excluding foreign currency translation effects) from the end of 2012. Backlog is not necessarily predictive of future business as it relates only to some of our products, and customers may still change orders and future delivery dates.



31


Liquidity and Capital Resources

We employ several means to manage our liquidity, and we are not dependent upon any one source of funding. Our sources of financing include cash flows from operations, cash and cash equivalents, our revolving credit facilities, the use of operating leases and our former Accounts Receivable Securitization Program, which expired on September 26, 2014 as discussed in Note 11 of Notes to the Consolidated Financial Statements.

We believe the combination of expected cash flows and the revolving credit facilities being committed until 2018 and 2019 will provide us with adequate liquidity to support the Company's operations. The Company also has the ability to access a wide range of additional external financing instruments.

Specifically for 2015 , we expect a decrease in our capital spending primarily due to the anticipated completion of construction of a new plant in Poland. Outside of our capital expenditures and acquisition-related cash flows, our overall cash flow is expected to be in line with the Company's 2014 cash flow profile, and there are no known trends or uncertainties that are reasonably expected to have a material effect on the separate sources and uses of cash.

As of December 31, 2014 , $382.0 million of the $411.7 million of cash and cash equivalents on the consolidated balance sheets was held by foreign subsidiaries. The Company considers the earnings of substantially all of its foreign subsidiaries to be permanently reinvested outside the United States and as such no additional U.S. tax cost has been provided. The Company has provided for tax at the U.S. tax rate for its Brazilian affiliate's current year earnings in 2014 . During 2014, the Company also decided to repatriate on a non-recurring basis $15.1 million of accumulated foreign earnings of its Korean affiliate. The Company continues to assert permanent reinvestment outside the U.S. with respect to the remainder of its foreign earnings and at this time, does not have any plans or needs to repatriate additional earnings from its foreign subsidiaries except for Brazil. In addition, a tax provision was also provided on unremitted foreign earnings of $300.0 million in a Belgian affiliate for which the Company does not assert permanent reinvestment outside the United States. This assertion is resulting from the Company recognizing earnings in the fourth quarter of 2013 from the receipt of an exceptional refund including interest from the European Commission related to the Company’s appeal of the EC Fine as further discussed in Note 15 of Notes to the Consolidated Financial Statements. The Company estimates the amount of its unremitted foreign earnings permanently reinvested outside the United States to be approximately $800 million as of December 31, 2014 ; however, it is not practicable to estimate the tax liability that would arise if the earnings that are considered permanently reinvested were remitted to the United States.

Cash Flows for 2014 Compared with 2013

Net cash provided by operating activities was $314.4 million for 2014 . This is in comparison with net cash provided by operating activities of $665.8 million for 2013 , of which $283.7 million related to the EC Fine reimbursement as previously discussed.

We recorded net income including noncontrolling interests of $301.2 million for 2014 compared with net income including noncontrolling interests of $661.9 million for 2013 . Net income for 2014 included noncash elements such as depreciation and amortization of $101.6 million . Our working capital increased by $144.7 million , primarily due to the expiration of our Accounts Receivable Securitization Program whereupon we repurchased $111.7 million of accounts receivable and, to a lesser extent, a decrease in our accounts payable.

The change in other accrued liabilities and taxes was an increase of $16.0 million for 2014 compared to $38.5 million for 2013 . The major drivers of this increase were accruals for payroll, streamlining and tax-related items, partially offset by lower accruals for our incentive compensation. Other current and long-term assets for 2014 decreased $27.5 million compared to an increase of $28.8 million for 2013 . This decrease was primarily due to the release of $38.2 million of restricted cash upon the expiration of our Accounts Receivable Securitization Program, partially offset by increases in notes receivable from our Chinese operations. The change in other long-term liabilities for 2014 was a decrease of $0.8 million compared to $9.8 million for 2013 , mainly driven by a release of accruals for tax indemnification liabilities related to a foreign tax audit, partially offset by accruals for our long-term incentive compensation and other tax-related items.

The net cash used in investing activities amounted to $211.1 million in 2014 compared to $176.7 million in 2013 . This included $125.9 million of net cash paid during 2014 related to the acquisition of Tavares as discussed in Note 21 of Notes to the Consolidated Financial Statements. The net cash usage for 2014 also includes capital expenditures of $45.0 million of investments in tooling, $78.8 million on plant and equipment and $12.1 million in software to support the Company's long-term growth strategies, including the construction of a new plant in Poland. This compared with $47.0 million of investments in tooling, $61.1 million on plant and equipment and $13.4 million in computer software in 2013 . We also received proceeds from the sale of $50.7 million of short-term investments during 2014 .

32



The net cash used by financing activities during 2014 amounted to $121.4 million compared to net cash used by financing activities of $193.4 million during 2013 .

Our total third-party debt increased $226.4 million for 2014 compared to $10.3 million for 2013 . This increase was primarily driven by additional borrowings of $259.0 million under our two revolving credit facilities, a large portion of which funds our share repurchase program, partially offset by the repayment of short-term debt from the Company's access to cash collections on sold receivables under our Accounts Receivable Securitization Program.

We received $15.0 million of stock option proceeds during 2014 compared with $49.7 million in 2013 . The number of stock options exercised in 2014 and 2013 were 396,643 and 1,602,068 , respectively.

We paid $5.7 million during 2014 for the acquisition of the remaining ownership interest in Transics as discussed in Note 21 of Notes to the Consolidated Financial Statements. We also paid $4.6 million during 2013 for the acquisition of the remaining ownership interest in our Chinese joint venture, Shandong Weiming Automotive Products (SWAP).

During 2014 , we repurchased shares for a total amount of $351.5 million . As of December 31, 2014 , the Company had repurchased shares for a total amount of $971.8 million under the authorized repurchase programs as discussed in Note 6 of Notes to the Consolidated Financial Statements, and had the authority to make an additional $500.0 million of share repurchases.
    
Cash Flows for 2013 Compared with 2012

Net cash provided by operating activities was $665.8 million for 2013 compared with net cash provided by operating activities of $358.3 million for 2012.

We recorded net income including noncontrolling interests of $661.9 million for 2013 compared with net income including noncontrolling interests of $312.5 million for 2012. Net income for 2013 included $279.5 million related to the EC Fine reimbursement, as well as noncash elements such as depreciation and amortization of $85.2 million. Our working capital increased by $27.2 million, primarily driven by higher accounts receivable and to a lesser extent inventory. The decrease of receivables in the fourth quarter, mainly due to significant collections at year-end, was not sufficient to offset the increase in the first three quarters, a result of an increase in business activity. This also resulted in a higher level of payables which only partially offset the above.

The change in other accrued liabilities and taxes was an increase of $38.5 million for 2013 compared to a decrease of $37.9 million for 2012. The major drivers of this change were increases in accruals for payroll and incentive compensation, as well as accruals for uninvoiced goods and services. The change in other current and long-term assets for 2013 was an increase of $28.8 million compared to a decrease of $23.0 million for 2012. The main drivers of this change were increases in tax related items, notes receivables from our Chinese operations and restricted cash related to the Accounts Receivable Securitization Program. The change in other long-term liabilities for 2013 was a decrease of $9.8 million compared to an increase of $2.1 million for 2012, mainly a result of the payment and release of the remaining accrual for tax indemnification liabilities due to the settlement of a foreign tax audit.

The net cash used in investing activities amounted to $176.7 million in 2013 compared to net cash used in investing activities of $105.6 million in 2012. The net cash usage for 2013 includes capital expenditures of $47.0 million of investments in tooling, $61.1 million on plant and equipment and $13.4 million in computer software, which supported our market growth and new programs during the year. This compared with $43.2 million of investments in tooling, $48.5 million on plant and equipment and $8.8 million in computer software in 2012, as well as $5.1 million for acquisitions. We also purchased $55.2 million of short-term investments in 2013.

The net cash used by financing activities during 2013 amounted to $193.4 million compared to net cash used by financing activities of $182.6 million during 2012.

As of December 31, 2013, our total third party debt was $87.1 million, consisting primarily of $47.0 million of long-term debt borrowed under our $400 million five-year revolving credit facility. During 2013, we had net borrowings of approximately $1.1 million on our revolving credit facility. Also, subsidiaries in other countries had borrowings from banks totaling $40.1 million classified as short-term debt. The increase in net borrowings of short-term debt from the prior year of $9.2 million is driven by a $36.4 million loan under a short-term borrowing with Société Générale Bank Nederland N.V. related to our Accounts Receivable Securitization Program.


33


We received $49.7 million of stock option proceeds during 2013 compared with $28.6 million in 2012. The number of stock options exercised in 2013 and 2012 were 1,602,068 and 1,312,288, respectively.

We paid $4.6 million during 2013 for the acquisition of the remaining shares in our Chinese joint venture, SWAP.

During 2013, we also paid $243.2 million for share repurchases.

Credit Facility

In July 2011, the Company entered into a $400 million multi-currency senior unsecured revolving credit facility (the 2011 Facility) that currently expires on September 1, 2018 . In December 2014, we entered into another multi-currency senior unsecured revolving credit facility (the 2014 Facility) for $100 million which expires on December 17, 2019 .

Under the revolving credit facilities, we may borrow, on a revolving basis, loans in an aggregate principal amount at any one time outstanding not in excess of $500 million . Up to $50 million under the 2011 Facility may be used for issuing letters of credit, of which $ 49.1 million was unused as of December 31, 2014 , and up to $50 million is available in the form of swing line loans, all $ 50 million of which was available for use as of December 31, 2014 .

Interest on loans under the revolving credit facilities are calculated at a rate per annum equal to an applicable margin - which can vary from 0.80% to 1.55% for the 2011 Facility and 0.45% to 1.00% for the 2014 Facility based on the Company's leverage ratio - plus LIBOR for loans denominated in U.S. Dollars, EURIBOR for loans denominated in Euros, HIBOR for loans denominated in Hong Kong Dollars and SIBOR for loans denominated in Singapore Dollars, plus mandatory costs, if any. The revolving credit facilities contain customary terms and provisions, including representations, covenants and conditions. The proceeds of the borrowings under the revolving credit facilities are largely used to fund our share repurchase program, but may also be used to finance acquisitions, refinance existing indebtedness and meet general financing requirements.

As of December 31, 2014 , we had total borrowings of $306.0 million on the revolving credit facilities compared to $47.0 million as of December 31, 2013 , and we were in compliance with all the covenants. See Note 14 of Notes to the Consolidated Financial Statements for further details.

Accounts Receivable Securitization Program & Financing Receivables

As discussed above, our Accounts Receivable Securitization Program expired on September 26, 2014 and was not renewed.

During the year ended December 31, 2014 and prior to the expiration of the Accounts Receivable Securitization Program, we sold all of our eligible receivables into the program. The receivables were removed from the balance sheet in accordance with the guidance under ASC 860, Transfers and Servicing . The total amount of receivables sold under the Accounts Receivable Securitization Program for the year ended December 31, 2014 was € 545.7 million ($ 739.9 million at weighted average exchange rates for the 2014 period through program expiration) compared to €790.8 million ( $1,050.6 million at weighted average 2013 exchange rates) for the year ended December 31, 2013 and €731.7 million ( $941.1 million at weighted average 2012 exchange rates) for the year ended December 31, 2012 .

In connection with the expiration of the Accounts Receivable Securitization Program, we entered into a separate agreement with Société Générale to repurchase accounts receivable amounting to €88.1 million ( $111.7 million based on exchange rates at time of repurchase). A subordinated deposit of $38.2 million was also released to the Company, resulting in a net decrease in cash and cash equivalents of $73.5 million .

We also have financing receivables which include sales to reputable state owned and public enterprises in China that are settled through notes receivable which are registered and endorsed to the Company. These notes receivable are fully secured and generally have contractual maturities of six months or less. The notes are also available to be discounted with banking institutions in China or transferred to suppliers to settle liabilities. We discounted or transferred notes amounting to $63.8 million for the year ended December 31, 2014 , compared to $42.8 million in 2013 and $33.3 million in 2012 . As of December 31, 2014 , we had $52.8 million of guaranteed notes receivable included in "other current assets" on the consolidated balance sheets. See also Note 11 of Notes to the Consolidated Financial Statements for further discussion.

Factoring Program

On April 15, 2009, we entered into a €35 million factoring program, which has a term of five years, in respect to accounts receivable from one of our customers. We did not utilize this program, which expired on April 14, 2014.

34



Derivative Instruments and Hedging Activities

We also use foreign exchange contracts to offset the earnings impact relating to the variability in exchange rates on certain monetary assets and liabilities denominated in non-functional currencies. These contracts have not been designated as relationship hedges. As of December 31, 2014 , forward contracts for an aggregate notional amount of € 77.8 million ($ 94.5 million at December 31, 2014 exchange rates) were outstanding with an average duration of one month. These foreign exchange contracts have offset the revaluation of assets and liabilities and resulted in a net non-operating loss of $0.1 million for the year ended December 31, 2014 . The majority of these exchange contracts were entered into on December 30, 2014 and had a fair value of zero as of December 31, 2014 .

Off-Balance Sheet Arrangements

Please see the disclosure above in “Accounts Receivable Securitization Program & Financing Receivables”.

Contractual Obligations

Following is a summary of contractual obligations as of December 31, 2014 .

Aggregate Contractual Obligations
As of December 31, 2014
(in millions)
 
Payments due by period (1)  
Contractual Obligation  
 
Total  
 
2015
 
2016 and 2017
 
2018 and 2019
 
Beyond 2019
Debt obligations (2)
 
$
315.2

 
$
8.1

 
$
1.1

 
$
306.0

 
$

Operating lease obligations (3)
 
73.2

 
18.9

 
24.7

 
17.4

 
12.2

Tax indemnifications (4)
 
4.5

 
3.9

 

 

 

Purchase obligations (5)
 
210.0

 
210.0

 

 

 

Unfunded pension and post-retirement benefits (6)
 
276.0

 
28.5

 
56.3

 
55.3

 
135.9

Tax liabilities (7)
 
48.5

 

 

 

 

Total
 
$
927.4

 
$
269.4

 
$
82.1

 
$
378.7

 
$
148.1


(1)
The amounts and timing of such obligations, as shown in the table may vary substantially from amounts that will actually be paid in future years. For example, the actual amount to be paid under debt obligations under our revolving credit facilities will depend on the amount of debt outstanding under the agreements in each year.

(2)
Amounts shown for debt obligations include an immaterial amount of associated interest based on the December 31, 2014 rates applicable to each type of debt.

(3)
Amounts include future rental commitments under all non-cancelable operating leases in effect at December 31, 2014 .

(4)
Amounts are probable and estimable costs that the Company is responsible for under a Tax Sharing Agreement between Trane and WABCO. Of the total $ 4.5 million liability, $ 3.9 million is classified as short-term and the Company is expecting to either pay or reverse this amount within the next 12 months. The remaining $0.6 million is classified as long-term and the Company is currently unable to estimate the timing of the potential amounts to be paid.

(5)
In the normal course of business we expect to purchase approximately $ 1.8 billion in 2015 of materials and services, and estimate that on average no more than approximately $210 million is outstanding at any one time in the form of legally binding commitments. We spent approximately $ 1.7 billion , $ 1.6 billion and $ 1.5 billion on materials and services in 2014 , 2013 and 2012 , respectively.

(6)
Amounts represent undiscounted projected benefit payments to WABCO's unfunded plans over the next ten years, as well as expected contributions to funded pension plans for 2015 . The expected benefit payments are estimated based on the same assumptions used to measure our accumulated benefit obligation at the end of 2014 and include benefits attributable to estimated future employee service of current employees.


35


(7)
Amounts represent the Company's unrecognized tax provisions potentially owed to tax authorities as described in Note 16 of Notes to the Consolidated Financial Statements. The total liability of $48.5 million is classified as long-term and includes interest of $7.0 million . The Company is currently unable to estimate the timing of potential amounts to be paid.

Capital Expenditures

We believe our capital spending in recent years has been sufficient to maintain efficient production capacity, to implement important product and process redesigns and to expand capacity to meet increased demand. Productivity projects have freed up capacity in our manufacturing facilities and are expected to continue to do so. We expect to continue investing to expand and modernize our existing facilities and invest in our facilities to create capacity for new product development. Specifically for 2015, however, we expect a decrease in our capital spending primarily due to the anticipated completion of our new plant in Poland as previously discussed.

Pending Adoptions of Recently Issued Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which is a new comprehensive revenue recognition standard on the financial reporting requirements for revenue from contracts entered into with customers. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016. We are currently assessing the potential impact of the adoption of this guidance on the consolidated financial statements.

We do not expect the pending adoption of other recently issued accounting standards to have an impact on the consolidated financial statements.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with those accounting principles requires us to make judgments and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Those judgments and estimates have a significant effect on the consolidated financial statements because they result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Actual results could differ from those estimates. We frequently re-evaluate our judgments and estimates that are based upon historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

We believe that of our significant accounting policies, the ones that may involve a higher degree of uncertainty, judgment and complexity pertain to revenue recognition for multiple-element arrangements, allowance for doubtful accounts, inventory reserves, goodwill, stock-based compensation, post-retirement benefits, warranties, business combinations, income taxes, and contingencies. See Note 2 of Notes to the Consolidated Financial Statements for additional discussion of our accounting policies.

Revenue Recognition - The Company recognizes revenue when title and risk of loss have transferred, persuasive evidence of arrangement exists, the sales price is fixed or determinable and collectibility is reasonably assured. Certain of the Company's product offerings contain multiple deliverables including hardware with embedded firmware, back office hosting services, unspecified software upgrades and enhancements related to the software embedded in these products through service contracts, which are considered separate units of accounting. For products under these arrangements, the software and non-software components function together to deliver the tangible product’s essential functionality.

The Company allocates revenue to each element in these multiple-element arrangements based upon the relative selling prices of each deliverable. In applying the relative selling price method, the Company determines the selling price for each deliverable using vendor specific objective evidence (VSOE), if it exists, or third-party evidence (TPE) of selling price. If neither VSOE nor TPE of selling price exist for a deliverable, the best estimate of selling price (BESP) is then used for that element. BESP represents the price at which the Company would transact a sale if the element were sold on a standalone basis. The Company determines BESP for an element by considering multiple factors including, but not limited to, the Company's go-to-market strategy, pricing practices, internal costs, gross margin, market conditions and geographies. Revenue allocated to each element is then recognized when the other revenue recognition criteria are met for that element.

Allowance for Doubtful Accounts - The Company performs ongoing credit evaluations of its customers. In determining the allowance for doubtful accounts, on a monthly basis, the Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness, availability of credit insurance and current economic trends. Though management considers the valuation of the allowances proper and adequate, changes in the economy and/or deterioration of the financial condition of

36


the Company's customers could affect the reserve balances required. Historically, this valuation has proved to be a reasonable estimate of the Company's experience with doubtful debts.
    
Inventory Reserves - On a quarterly basis, the Company tests its inventory for slow moving and obsolete stock by considering both the historical and expected sales and the Company will record a provision, if needed. Historically, this policy has given a close approximation of the Company's experience with slow moving and obsolete inventory. From time to time unusual buying patterns or shifts in demand may cause large movements in the reserve.
    
Goodwill - The Company has a significant amount of goodwill on its balance sheet that is not amortized, but subject to impairment tests each fiscal year on October 1 or more often when events or circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company's impairment tests utilize the two-step approach. The first step of the goodwill impairment test compares fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired and thus the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test shall be performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess.

The recoverability of goodwill is measured based on one reporting unit for the total Company. WABCO's plants, engineering, technical support, distribution centers and other support functions are shared among various product families and serve all distribution channels with many customers. Based on the organizational structure, as well as the nature of financial information available and reviewed by the Company's chief operating decision maker to assess performance and make decisions about resource allocations, the Company has concluded that its total WABCO operations represent one reportable unit and that WABCO's performance and future net cash flow perspectives are best understood and assessed as such. In order to approximate the fair value of the reporting unit for purposes of testing recoverability, we use the total market capitalization of the Company, a market approach, which is then compared to the total book value of the Company. In the event the Company's fair value has fallen below book value, the Company will compare the estimated fair value of goodwill to its book value. If the book value of goodwill exceeds the estimated fair value of goodwill, the Company will recognize the difference as an impairment loss in operating income. There has been no impairment of goodwill during 2014 , and the Company's goodwill was not at risk for failing the first step of its impairment test.

Stock-Based Compensation - The Company measures and recognizes in its consolidated statements of operations the expense associated with all share-based payment awards made to employees and directors including stock options, restricted stock units, performance stock units and restricted stock grants based on estimated fair values.

Commencing in 2013, the Company replaced stock options with performance stock units (PSUs), the vesting of which would occur at levels ranging from none to 200% of the number of granted PSUs depending upon the achievement of three-year cumulative earnings per share goals approved by the Compensation, Nominating and Governance Committee of the Board of Directors. See also Note 7 of Notes to the Consolidated Financial Statements for further discussion.

For stock options granted prior to 2013, the Company utilized the Black-Scholes option valuation model to measure the amount of compensation expense to be recognized for each option award. There are several assumptions that must be made when using the Black-Scholes model such as the expected term of each option, the expected volatility of the stock price during the expected term of the option, the expected dividends to be paid and the risk free interest rate expected during the option term. The risk free interest rate is based on the yield of U.S. Treasury securities that correspond to the expected holding period of the options. WABCO reviewed the historic volatility of its common stock over a four year period, the common stock of its peer group over a five year period, and the implied volatility for at the money options to purchase shares of its common stock. The five-year historical volatility period was selected since that period corresponds with the expected holding period. Based on this data, the Company chose to use a weighted average of the implied volatility of WABCO, the most recent four year historical volatility of WABCO and the median most recent one year historical volatility of WABCO's peer group prior to the spin-off date. The expected holding period was calculated by reviewing the historical exercise pattern of all holders that were granted options and the exercise behavior of officers versus non-officers. The results of the analysis support one expected holding period for all groups of employees. The expected forfeiture rate was determined based on the historical stock option forfeiture data of the Company. The dividend yield was based on an expected future dividend rate for the period at the time of grant. Of these assumptions, the expected term of the option and expected volatility of WABCO's common stock were the most difficult to estimate since they were based on the exercise behavior of employees and expected performance of WABCO's stock. An increase in the volatility of WABCO's stock would increase the amount of compensation expense on new awards. An increase in the holding period of options would also increase in compensation expense. Dividend yields and risk-free interest rates were less difficult to estimate. An increase

37


in the dividend yield would cause a decrease in expense and an increase in the risk-free interest rate would increase compensation expense.

Post-Retirement Benefits - The Company has significant pension and post-retirement benefit costs and liabilities that are developed from actuarial valuations. Inherent in these valuations are key assumptions including discount rates, expected return on plan assets, mortality rates, merit and promotion increases and the health care cost trend rate. The Company is required to consider current market conditions, including changes in interest rates and health care costs, in making its assumptions. Changes in the related pension and post-retirement benefit costs or liabilities may occur in the future due to changes in the assumptions. The assumptions as to the expected long-term rates of return on plan assets are based upon the composition of plan assets, historical long-term rates of return on similar assets and current and expected market conditions. The discount rate used for U.S. plans reflects the market rate for high-quality fixed-income investments on the Company's annual measurement date (December 31) and is subject to change each year. The discount rate was determined by matching, on an approximate basis, the coupons and maturities for a portfolio of corporate bonds (rated AA or better by Moody's Investor Services) to the expected plan benefit payments defined by the projected benefit obligation. The discount rates used for plans outside the United States are based on a combination of relevant indices regarding corporate and government securities, the duration of the liability and appropriate judgment. The impact of Health Care Reform legislation in the United States is immaterial to the Company. See the disclosures about pension and post-retirement obligations, the composition of plan assets, assumptions and other matters in Note 13 of Notes to the Consolidated Financial Statements.

Warranties - Products sold by WABCO are covered by a basic limited warranty with terms and conditions that vary depending upon the product and country in which it was sold. The limited warranty covers the equipment, parts and labor (in certain cases) necessary to satisfy the warranty obligation generally for a period of two years. Estimated product warranty expenses are accrued in cost of goods sold at the time the related sale is recognized. Estimates of warranty expenses are based primarily on warranty claims experience and specific customer contracts. Warranty expenses include accruals for basic warranties for product sold, as well as accruals for product recalls, service campaigns and other related events when they are known and estimable.

To the extent we experience changes in warranty claim activity or costs associated with servicing those claims, our warranty accrual is adjusted accordingly. Warranty accrual estimates are updated based upon the most current warranty claims information available. The Company's warranty costs as a percentage of net sales totaled 0.9% in 2014 , 0.8% in 2013 and 1.1% in 2012 . We do not expect this percentage to change materially in the near future. See Note 15 of Notes to the Consolidated Financial Statements for a three-year summary of warranty costs.

Business Combinations - We allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and non-controlling interests in the acquiree generally based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed and non-controlling interests in the acquiree is recorded as goodwill. When determining the fair values of assets acquired, liabilities assumed, and non-controlling interests in the acquiree, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth rates and margins, attrition rates, future changes in technology and brand awareness, loyalty and position, and discount rates. Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.

Income Taxes - We record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to decrease the net deferred tax assets would be charged to income in the period such determination was made. Likewise, should we determine that we would be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to increase the net deferred tax assets would increase income in the period such determination was made. We calculate a valuation allowance in accordance with the provisions of ASC 740, Income Taxes , which requires an assessment of both positive and negative evidence regarding the realizability of these deferred tax assets, when measuring the need for a valuation allowance. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. In determining net deferred tax assets and valuation allowances, management is required to make judgments and estimates related to projections of profitability, the timing and extent of the utilization of net operating loss carry-forwards, applicable tax rates and tax planning strategies. We review the valuation allowance quarterly and maintain it until sufficient positive evidence exists to support a reversal.


38


Management has determined that it is more likely than not that it will not realize $9.0 million of its deferred tax assets in other foreign jurisdictions since evidence such as historical operating profits resulted in a cumulative loss position during the most recent three-year period ending on December 31, 2014 and lack of projected earnings provided sufficient negative evidence to record a valuation allowance against such deferred tax assets related to carryforwards for net operating losses and notional interest deductions.

As previously disclosed in the Company's 2013 Form 10K, we expect our effective tax rate to increase in subsequent periods following the 2013 release of a valuation allowance of $ 178.4 million . Our net income and effective tax rate will be negatively affected in periods following this release. However, the valuation allowance release will not affect the amount of cash paid for income taxes.

We also estimate our effective income tax rate quarterly, considering all known factors and the estimated effects of future events or tax planning strategies that can cause that rate to vary from the statutory rate. Estimating the outcome of future events is inherently uncertain and final resolution of those events can cause the effective tax rate to vary significantly. In addition, changes in U.S. or foreign tax laws or rulings may have a significant impact on our effective tax rate.

A tax position is a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions shall be recognized only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the position will be sustained. Tax positions that meet the more likely than not threshold should be measured using a probability weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Whether the more-likely-than-not recognition threshold is met for a tax position, is a matter of judgment based on the individual facts and circumstances of that position evaluated in light of all available evidence. Tax positions are not permitted to be recognized, derecognized, or remeasured due to changes subsequent to the balance sheet date, but prior to the issuance of the financial statements. Rather, these changes are recorded in the period the change occurs with appropriate disclosure of such subsequent events, if significant. The Company accrues interest and penalties related to unrecognized tax benefits in income tax expense.

In situations where the Company has tax deductions that would otherwise increase a deferred tax asset related to net operating losses, a tax deduction which is treated as an uncertain tax position is recorded as a reduction of the deferred tax asset on the balance sheet. In this regard, although the uncertain tax position is not reflected as an unrecognized tax benefit in the balance sheet as a recorded liability, it is disclosed in the tabular rollforward for unrecognized tax benefits in Note 16 of Notes to the Consolidated Financial Statements.

Contingencies - We are subject to proceedings, lawsuits and other claims related to products and other matters. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable and reasonably possible losses. A determination of the amount of liability to be recorded, if any, for these contingencies is made after careful analysis of each individual issue. It is reasonably possible that the Company could incur losses in excess of the amounts accrued. Although this amount cannot be estimated, we believe that any additional losses would not have a material adverse impact on the consolidated financial statements.

In conjunction with the Tax Sharing Agreement, as further discussed in Note 17 of Notes to the Consolidated Financial Statements, WABCO is responsible for certain tax and indemnification liabilities. These liabilities include indemnification liabilities to Trane of $ 4.5 million .

Cyclical and Seasonal Nature of Business

The industry in which we operate is cyclical. Approximately 70% of our sales are for newly manufactured trucks, buses and trailers, the production of which follows long investment cycles and are impacted by macro economic factors and legislation. Global commercial vehicle production grew consistently from 2001 through the fourth quarter of 2008, when the global commercial vehicle markets started to experience a significant decline that was unprecedented in its breadth, depth and speed which continued through 2009. All markets experienced favorable growth in 2010 while our most developed markets again experienced favorable growth in 2011. 2012 saw most markets decline with only our markets in North America and Japan experiencing growth. In 2013 we saw mixed performances across the various markets with some geographies up double digit while others were down double digit. This mixed trend continued through 2014 with a slight decline in the overall market. Our markets are difficult to predict; however, in 2015 we are again anticipating mixed markets where most are expected to be flat to down versus 2014 with the exception of the North America market which is expected to grow. The continued adoption of new technologies by truck and bus manufacturers helps our business outperform the rate of truck and bus production over the longer term. The commercial vehicle industry is not subject to material seasonal impacts.

ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to financial risk resulting from volatility in foreign currency exchange rates, interest rates and commodity prices. All of those risks are closely monitored.

Foreign Currency Exchange Rates

We conduct operations through controlled subsidiaries in most of the major countries of Western Europe, Brazil, Poland, China, South Korea, India and Japan as well as the United States. In addition, we conduct business in many countries through cross border sales and purchases, affiliated companies and partnerships in which we own 50% or less of the stock or partnership interest. As our financial statements are presented in U.S. Dollars, fluctuations in currency exchange rates can have a significant impact on the reported results of our operations, especially for the countries and currencies referred to above. Applying a Value-At-Risk (VAR) methodology to our foreign currency exchange rate exposure, across the translational and transactional exposures for the year 2014 , the potential maximum loss in earnings is estimated to be $36 million which is based on a one-year horizon and a 95% confidence level. The VAR model is a risk analysis tool and does not purport to represent actual losses in fair value that could be incurred by us, nor does it consider the potential effect of favorable changes in market factors or our ability to pass on foreign exchange effects to commercial counterparties. See also Note 19 of Notes to the Consolidated Financial Statements.

Interest Rate Sensitivity

As of December 31, 2014 , we had an aggregate $306.0 million outstanding under our revolving credit facilities. Interest on loans under the revolving credit facilities is calculated at a rate per annum equal to an applicable margin which can vary from 0.80% to 1.55% for the 2011 Facility and 0.45% to 1.00% for the 2014 Facility, based on the Company's leverage ratio - plus LIBOR for loans denominated in U.S. Dollars, EURIBOR for loans denominated in Euros, HIBOR for loans denominated in Hong Kong Dollars and SIBOR for loans denominated in Singapore Dollars, plus mandatory costs, if any. Assuming no additional borrowings or payments on the debt, a 1% change in the interest rate for our variable rate debt would have the effect of increasing or decreasing interest expense by approximately $3 million.

Commodity Exposures

We are also exposed to fluctuations in commodity prices through the purchase of base metals and steel, mainly through contractual agreements with component suppliers.

Applying a VAR methodology to our 2014 commodity exposure, the potential maximum loss in earnings is estimated to be $21 million which is based on a one-year horizon and a 95% confidence level. The VAR model is a risk analysis tool and does not purport to represent actual losses in fair value that could be incurred by us, nor does it consider the potential effect of favorable changes in market factors or our ability to pass on effects to commercial counterparties.

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Item 8.
Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders of WABCO Holdings Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of WABCO Holdings Inc. and subsidiaries as of December 31, 2014 and 2013 , and the related consolidated statements of operations, comprehensive income, cash flows and shareholders' equity for each of the three years in the period ended December 31, 2014 .  Our audit also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of WABCO Holdings Inc. and subsidiaries at December 31, 2014 and 2013 , and the consolidated results of their operations and their cash flows for each the three years in the period ended December 31, 2014 , in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), WABCO Holdings Inc. and subsidiaries' internal control over financial reporting as of December 31, 2014 , based on criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated February 19, 2015 expressed an adverse opinion thereon.
 

Ernst & Young Bedrijfsrevisoren BCVBA/Reviseurs d'Entreprises SCCRL

 

Represented by:
/s/ Piet Hemschoote, Partner
Brussels, Belgium
February 19, 2015

40




WABCO HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
Year Ended December 31,
(Amounts in millions, except share and per share data)
2014
 
2013
 
2012
Sales
$
2,851.0

 
$
2,720.5

 
$
2,477.4

Cost of sales
1,979.3

 
1,911.4

 
1,737.2

Gross Profit
871.7

 
809.1

 
740.2

Costs and expenses:
 
 
 
 
 
Selling and administrative expenses
386.8

 
352.8

 
308.2

Product engineering expenses
145.0

 
119.4

 
104.3

Other operating expense, net
8.9

 
5.0

 
3.2

Operating income
331.0

 
331.9

 
324.5

European Commission fine reimbursement

 
279.5

 

Equity income of unconsolidated joint ventures, net
23.8

 
17.7

 
18.1

Other non-operating income/(expense), net
1.8

 
6.9

 
(5.0
)
Interest income/(expense), net
0.2

 
4.9

 
(1.5
)
Income before income taxes
356.8

 
640.9

 
336.1

Income tax expense/(benefit)
55.6

 
(21.0
)
 
23.6

Net income including noncontrolling interests
301.2

 
661.9

 
312.5

Less: net income attributable to noncontrolling interests
9.7

 
8.7

 
10.5

Net income attributable to Company
$
291.5

 
$
653.2

 
$
302.0

Net income attributable to Company per common share
 
 
 
 
 
Basic
$
4.87

 
$
10.46

 
$
4.73

Diluted
$
4.81

 
$
10.31

 
$
4.62

Cash dividends per share of common stock
$

 
$

 
$

Weighted average common shares outstanding
 
 
 
 
 
Basic
59,907,763

 
62,474,493

 
63,906,992

Diluted
60,546,454

 
63,382,564

 
65,323,389

See Notes to the Consolidated Financial Statements.

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WABCO HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
Year Ended December 31,
 (Amounts in millions)
2014
 
2013
 
2012
Net income including noncontrolling interests
$
301.2

 
$
661.9

 
$
312.5

Foreign currency translation effects
(144.9
)
 
(4.1
)
 
(0.8
)
Unrealized losses on benefit plans, net of tax
(135.9
)
 
(1.8
)
 
(56.6
)
Unrealized gains on investment
0.2

 

 

Comprehensive income
$
20.6

 
$
656.0

 
$
255.1

Less: Comprehensive income attributable to noncontrolling interests
8.4

 
3.6

 
9.1

Comprehensive income attributable to Company
$
12.2

 
$
652.4

 
$
246.0




See Notes to the Consolidated Financial Statements.



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WABCO HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<
 
December 31,
2014
 
December 31,
2013
(Amounts in millions, except share data)
 
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
411.7

 
$
472.8

Short-term investments

 
55.2

Accounts receivable, less allowance for doubtful accounts of $4.1 in 2014 and $5.0 in 2013
445.6

 
346.2

Inventories
189.6

 
207.2

Taxes receivable on income
4.1

 

Future income tax benefits
20.8

 
10.4

Restricted cash

 
34.6

Guaranteed notes receivable
52.8

 
51.4

Other current assets
57.9

 
56.8

Total current assets
1,182.5

 
1,234.6

Property, plant and equipment, less accumulated depreciation
424.9

 
422.5

Goodwill
421.0

 
381.2

Long-term future income tax benefits
268.7

 
248.9

Investments in unconsolidated joint ventures
19.6

 
19.9

Intangible assets, net
78.4

 
44.3

Other assets
37.6

 
41.4

TOTAL ASSETS
$
2,432.7

 
$
2,392.8

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Loans payable to banks
$
8.1

 
$
40.1

Accounts payable
121.2

 
149.3

Accrued payroll
103.9

 
118.8

Current portion of warranties
25.8

 
29.8

Taxes payable
0.1

 
3.8

Accrued expenses
58.5

 
58.7

Other accrued liabilities
100.1

 
84.9

Total current liabilities
417.7

 
485.4

Long-term debt
307.1

 
47.0

Post-retirement benefits
595.0

 
438.6

Deferred tax liabilities
129.2

 
120.1

Long-term income tax liabilities
48.5

 
45.3

Other liabilities
46.2