8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 29, 2008 (October 28, 2008)

WABCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33332	20-8481962
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Chaussée de Wavre, 1789 1160 Brussels, Belgium One Centennial Avenue, P.O. Box 6820, Piscataway, NJ	08855-6820
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code: 32-2-663-9-800

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 2.02 Results of Operations and Financial Condition.

On October 29, 2008, the Company issued a press release reporting its results for the quarter ended and nine months ended September 30, 2008 and provided forward-looking performance estimates for the Company’s fiscal year ending December 31, 2008. The press release, which is attached as Exhibit 99.1, and the information included in Item 7.01 of this Form 8-K is incorporated herein by reference. The projections constituting the performance estimates included in the release involve risks and uncertainties, the outcome of which cannot be foreseen at this time and, therefore, actual results may vary materially from these forecasts. In this regard, see the information included below under the caption “Information Concerning Forward-Looking Statements.”

The information in the earnings release and in this Item 2.02 is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references such information.

The earnings release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided reconciliations of the non-GAAP financial measures to the most comparable GAAP financial measures set forth in the earnings release on the reconciliation schedules attached to the earning release.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On October 28, the Company commenced a consultative process with works councils and employee representatives regarding intended reductions in the Company’s global workforce by approximately 1,000 positions. This streamlining is being initiated in anticipation of a further decrease in demand in the commercial vehicle industry. The Company expects that nearly half of the positions to be eliminated will be through attrition of temporary workers. In many cases, reductions in workforce can only be effected subject to completion of a formal consultation process with works councils in accordance with applicable local laws. The Company estimates that the charges associated with this activity will range from $45 to $55 million and would result in anticipated annualized savings of $40 to $45 million. The Company expects that this activity will be fully completed in the first half of 2009. It is anticipated that the principal categories of associated costs would consist of termination and severance costs, costs associated with the provision of job outplacement services, and other employee benefit related costs.

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Item 7.01 Regulation FD Disclosure.

On October 29, 2008, the Company issued a press release announcing its results for the quarter ended and nine months ended September 30, 2008 and provided forward-looking performance estimates for the Company’s fiscal year ending December 31, 2008. The press release, which is attached as Exhibit 99.1, and the information included in Item 2.02 of this Form 8-K are incorporated herein by reference.

The information in the press release and this Item 7.01 is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished as part of this Report to the extent described in Item 2.02 and Item 7.01.

Exhibit No.	Description of Document
99.1	Press Release dated October 29, 2008

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

Comments in this report, and in the exhibit attached thereto contain certain forward-looking statements, which are based on management’s good faith expectations and beliefs concerning future developments. Actual results may differ materially from these expectations as a result of many factors. These factors include, but are not limited to, the risks and uncertainties described in the “Risk Factors” section and the “Forward Looking Statements” section of WABCO’s Annual Report on Form 10-K, as well as in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information Concerning Forward Looking Statements” section of WABCO’s Form 10-Q Quarterly Reports. WABCO does not undertake any obligation to update such forward-looking statements. All market and industry data are based on Company estimates.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 29, 2008	WABCO HOLDINGS INC.
	By:	/s/ Alfred Farha
	Name:	Alfred Farha
	Title:	Chief Legal Officer and Secretary

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Exhibit Index

Exhibit No.	Description of Document
99.1	Press Release dated October 29, 2008

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EX-99.1

Exhibit 99.1

WABCO Reports Q3 2008 Results; Continues Growth of Quarterly Sales and

Net Income Year on Year; Takes Actions to Mitigate Industry Downturn;

Updates Full-Year Projections

• Record third quarter sales of $655 million, up 10 percent over prior year; up 2 percent in local currencies; all organic growth

• EBIT margin of 10.1 percent, an expansion of 136 basis points over prior year; EBIT margin of 11.4 percent on a performance basis, an expansion of 97 basis points over prior year in local currencies

• Quarterly diluted EPS of $0.97 on a U.S. GAAP basis; diluted EPS of $0.94 on a performance basis, up 45 percent over prior year

• Updates full-year 2008 earnings projections; U.S. GAAP diluted EPS range estimated at $3.42—$3.52, a decrease of $0.29 to $0.33 from prior projection; performance diluted EPS range estimated at $3.85—$3.95, a decrease of $0.27 to $0.31 from prior projection

• Initiated a $20 million profit improvement plan for Second Half 2008. Additionally, intends a reduction in workforce of approximately 1,000 positions, nearly half through attrition of temporary workers

BRUSSELS, Belgium – October 29, 2008 – WABCO Holdings Inc. (NYSE: WBC), a global technology leader and tier-one supplier to the commercial vehicle industry, today reported Q3 2008 sales of $655 million, up 10 percent over prior year and up 2 percent in local currencies, continuing the Company’s long track record of quarterly growth.

“This quarter, we continued to grow sales, increase income and demonstrate our ability to outperform the global commercial vehicle industry in all regions. At IAA Commercial Vehicles 2008, the world’s largest trade show for commercial vehicles, we introduced a powerful suite of new technologies and innovative systems, including OnGuardMax™, a breakthrough driver assistance technology, and the industry’s first autonomous emergency braking system,” said Jacques Esculier, WABCO Chief Executive Officer. “In October, we also initiated a major new opportunity in China for further growth in air disc brakes through our intended joint venture with GuangDong Fuwa Engineering Manufacturing Co., Ltd. (Fuwa), the world’s largest manufacturer of commercial trailer axles.”

WABCO reported Q3 2008 operating income of $62.2 million, up 14 percent over prior year on a U.S. GAAP basis. Performance operating income, which excludes separation and streamlining costs, rose to $71.1 million, up 10 percent over prior year and up 1 percent over prior year in local currencies.

“We continued to improve execution through the implementation of our WABCO Operating System. We achieved $15 million of productivity during Q3 2008 in spite of a decrease in production volume,” said Esculier. “We also realized $4 million out of a $20 million profit improvement plan for second half 2008 that was launched in Q3 in rapid response to reports of a potential slowdown in the demand for new commercial vehicles.”

WABCO reported Q3 2008 EBIT of $65.9 million, up 27 percent over prior year. Performance EBIT, which excludes separation and streamlining costs, rose to $74.8 million, up 21 percent over prior year and up 11 percent over prior year in local currencies.

WABCO’s EBIT margin in Q3 2008 increased to 10.1 percent, expanding 136 basis points over prior year. Performance EBIT margin increased to 11.4 percent, expanding 97 basis points over prior year in local currencies.

On a U.S. GAAP basis, Q3 2008 net income increased to $63.7 million or $0.97 per diluted share from a net loss of $0.3 million or $0.00 per diluted share a year ago. Included in reported net income for Q3 2008 was a one-time tax benefit of approximately $10.0 million for the reduction in a provision stemming from WABCO’s separation from the former American Standard Companies Inc. Excluding separation and streamlining costs, and one-time and discrete tax items, Q3 2008 performance net income increased by 36 percent to $61.3 million versus $45 million a year ago. Performance earnings per diluted share increased by 45 percent to $0.94 versus $0.65 per diluted share a year ago.

WABCO generated $103.9 million in net cash from operating activities in Q3 2008 and $78.4 million of free cash flow. Under its share buy-back program announced on August 1, 2007, the Company repurchased approximately 1.3 million shares for $53.5 million in open market transactions in Q3 2008, bringing the total number of repurchased shares year-to-date to 3.4 million shares for $153.5 million. Since commencement of this program, WABCO has repurchased 6.0 million shares or 8.8 percent of diluted shares outstanding at the time of spin-off. WABCO also paid $4.5 million in dividends in Q3 2008.

Recent Highlights

WABCO recently announced it has signed a letter of intent with Fuwa, the world’s and China’s largest manufacturer of commercial trailer axles, to form a joint venture for production of air disc brakes in China. The agreement is expected to be finalized by year-end. By partnering with Fuwa, WABCO expects to further enhance its development of the Chinese market as a major driver of growth as the Company prepares for the future expansion of the market for air disc brakes in China.

Also as reported, WABCO won a multi-year contract with ZF to supply commercial vehicle transmission automation systems. WABCO’s contract with ZF, one of the world’s leading automotive industry suppliers specializing in driveline and chassis technologies, is worth several hundred million U.S. dollars in cumulative sales into the next decade.

During the IAA 2008 trade show, WABCO introduced 14 new products and systems, including OnGuardMax™, a breakthrough driver assistance technology, and the commercial vehicle industry’s first system for autonomous emergency braking (AEB) in collision imminent situations with moving or stopped vehicles. WABCO’s revolutionary AEB system will be available worldwide to truck and bus original equipment manufacturers in 2010.

Updated Full-Year 2008 Projections

Due to current global economic conditions affecting industrial markets, WABCO has updated its expectation for 2008 sales growth to be between 5.5 and 6.5 percent in local currencies. WABCO has also updated its full-year U.S. GAAP and performance diluted EPS projections. The revised range for U.S. GAAP diluted EPS is $3.42 to $3.52, a decrease of $0.29 on the low end to $0.33 on the high end from prior projection; the revised range for performance

diluted EPS is $3.85 to $3.95, a decrease of $0.27 on the low end to $0.31 on the high end from prior projection, $0.05 of which is due to updated foreign exchange rates. EPS on a performance basis excludes separation and streamlining costs, and one-time and discrete tax items. Additionally, WABCO has suspended share repurchases under the buy-back program.

In anticipation of further market declines, WABCO is initiating a process to reduce its total workforce by approximately 1,000 positions, nearly half through attrition of temporary workers, in accordance with local labor laws and practices.

“We are confident in our ability to continue outperforming the market, powered by our pipeline of new technologies, continuous global expansion, and increasing content-per-vehicle,” said Esculier. “Near term, we are taking the necessary actions to secure the continued success of WABCO.”

Conference Call

WABCO CEO Jacques Esculier and CFO Ulrich Michel will discuss WABCO’s results and outlook on a conference call at 8 a.m. Eastern Time today. It will be webcast at www.wabco-auto.com/investor-relations where the press release and financial information will be available under “WABCO Q3 2008 Results.”

The call is also accessible by telephone in listen only mode. Dial-in number is +1 719 325 2281 and U.S. toll-free dial-in number is 888 539 3613.

A replay of the call will be available from 11:00 a.m. Eastern Time on October 29 until midnight November 5, 2008. Replay dial-in number is +1 719 457 0820 and U.S. toll-free dial-in number is 888 203 1112. Pass code is 6412254.

About WABCO

WABCO Vehicle Control Systems is one of the world’s leading providers of electronic braking, stability, suspension and transmission automation systems for heavy duty commercial vehicles. Customers include the world’s leading commercial truck, trailer, and bus manufacturers. Founded in the U.S. in 1869 as Westinghouse Air Brake Company, WABCO was acquired by American Standard in 1968 and spun off in 2007. Headquartered in Brussels, Belgium, WABCO employs more than 7,700 people in 31 countries worldwide. In 2007, WABCO’s total sales were $2.4 billion. WABCO is a publicly traded company and is listed on the New York Stock Exchange with the stock symbol WBC. Website: www.wabco-auto.com

Forward-Looking Statements

Comments in this document contain certain forward-looking statements, which are based on management’s good faith expectations and beliefs concerning future developments. Actual results may differ materially from these expectations as a result of many factors. These factors include, but are not limited to, the risks and uncertainties described in the “Risk Factors” section and the “Forward Looking Statements” section of WABCO’s Form 10-K, as well as in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Information Concerning Forward Looking Statements” section of WABCO’s Form 10-Q Quarterly Reports. WABCO does not undertake any obligation to update such forward-looking statements. All market and industry data are based on Company estimates.

Non-GAAP Financial Measures

To facilitate understanding of Q3 and year-to-date 2008 results, several tables follow this news release. Sales excluding the effects of foreign exchange and EBIT are non-GAAP financial measures. Additionally, operating income, EBIT, net income and net income per diluted share on a “performance basis” are non-GAAP financial measures that exclude separation and streamlining costs, and one-time and discrete tax items, as applicable. Lastly, “free cash flow” presents our net cash provided by operating activities less net cash used in investing activities. These measures should be considered in addition to, not as a substitute for, GAAP measures. Management believes that presenting these non-GAAP measures is useful to shareholders because it enhances their understanding of how management assesses the operating performance of the Company’s business. Certain non-GAAP measures may be used, in part, to determine incentive compensation for current employees.

Attachment 1

• Consolidated Statements of Income

• Condensed Consolidated Balance Sheet

• Consolidated Statement of Cash Flows

Attachment 2

• Reconciliation of Net Income to Performance Net Income and Performance Net Income per Diluted Share

• Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

• Q3 2008 Data Supplement Sheet

• Q3 2008 Year-To-Date Data Supplement Sheet

• Reconciliation of Projected U.S. GAAP Net Income to Performance Net Income and EPS

Media, investors and financial analysts contact

Mike Thompson, +32 (2) 663 9854, mike.thompson@wabco-auto.com

Jason Campbell, +1 732 369 7477, jason.campbell@wabco-auto.com

WABCO HOLDINGS INC.

Consolidated Statements of Income

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
(Amounts in millions, except share data)	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Sales	$	655.0		$	595.5		$	2,133.3		$	1,736.6
Cost of sales		480.2			437.6			1,550.2			1,274.1
Gross profit		174.8			157.9			583.1			462.5
Cost and expenses:
Selling and administrative expenses		86.1			73.8			267.0			217.0
Product engineering expenses		23.3			23.3			74.8			64.4
Other operating expense, net		3.2			6.2			11.1			14.1
Operating income		62.2			54.6			230.2			167.0
Equity (income)/loss of unconsolidated joint ventures		(5.0	)		1.8			(8.1	)		(7.0	)
Other non-operating expense, net		1.3			1.0			5.7			7.7
Interest (income)/expense, net		(1.8	)		2.1			(2.8	)		5.0
Income before income taxes		67.7			49.7			235.4			161.3
Income taxes		4.0			50.0			43.4			90.2
Net income/(loss)	$	63.7		$	(0.3	)	$	192.0		$	71.1
Net income per common share
Basic	$	0.99		$	—		$	2.93		$	1.04
Diluted	$	0.97		$	—		$	2.89		$	1.02
Common shares outstanding
Basic		64,501,931			68,064,081			65,499,553			68,109,003
Diluted		65,350,990			68,064,081			66,477,898			69,564,303

WABCO HOLDINGS INC.

Condensed Consolidated Balance Sheet

(Amounts in millions)	September 30, 2008		December 31, 2007
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	306.9	$	183.2
Accounts receivable, less allowance for doubtful accounts: $6.6 in 2008; $6.4 in 2007		442.7		464.6
Inventories		187.2		177.4
Future income tax benefits		7.9		8.0
Other current assets		62.2		54.2
Total current assets		1,006.9		887.4
Facilities, less accumulated depreciation		337.1		336.2
Goodwill		369.4		376.8
Capitalized software costs, net of accumulated amortization: $141.8 in 2008; $129.1 in 2007		26.6		35.1
Long-term future income tax benefits		40.8		40.7
Investments in unconsolidated joint ventures		78.5		83.0
Other assets		28.4		35.0
Total Assets	$	1,887.7	$	1,794.2
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Loans payable to banks	$	6.9	$	10.2
Accounts payable		172.0		193.5
Accrued payroll		113.5		100.1
Current portion of warranties		56.9		49.7
Taxes on income		5.9		12.8
Indemnification liabilities		11.7		26.4
Other accrued liabilities		104.6		91.6
Total current liabilities		471.5		484.3
Long-term debt		202.3		116.0
Post-retirement benefits		327.7		334.1
Deferred tax liabilities		25.6		25.6
Minority interests		15.0		13.5
Long-term indemnification liabilities		51.3		55.6
Long-term income tax liabilities		92.7		95.6
Other liabilities		65.9		61.9
Total Liabilities		1,252.0		1,186.6
Total Shareholders’ Equity		635.7		607.6
Total Liabilities & Shareholders’ Equity	$	1,887.7	$	1,794.2

WABCO HOLDINGS INC.

Consolidated Statement of Cash Flows

(Unaudited)

	Three Months Ended September 30,
(Amounts in millions)	2008			2007
Operating activities:
Net income/(loss)	$	63.7		$	(0.3	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		19.9			16.7
Amortization of capitalized software and other intangibles		4.9			7.2
Equity in earnings of unconsolidated joint ventures, net of dividends received		(0.7	)		1.9
Non-cash stock compensation		2.1			1.6
Loss on disposal of facilities		—			0.9
Changes in assets and liabilities:
Accounts receivable		59.9			(2.8	)
Inventories		(2.7	)		(13.4	)
Accounts payable		(21.3	)		(0.8	)
Other accrued liabilities and taxes		(4.4	)		33.7
Post-retirement benefits		(2.1	)		3.7
Other current and long-term assets		(7.0	)		(3.9	)
Other long-term liabilities		(8.4	)		1.9
Net cash provided by operating activities		103.9			46.4
Investing activities:
Purchases of property, plant and equipment		(24.1	)		(14.0	)
Investments in capitalized software		(1.4	)		(3.0	)
Net cash used in investing activities		(25.5	)		(17.0	)
Financing activities:
Net borrowings/(repayments) of long-term debt		2.4			(53.1	)
Net borrowings of short-term debt		0.8			67.9
Purchases of treasury stock		(57.1	)		(29.3	)
Dividend payments		(4.5	)		(4.8	)
Proceeds from exercise of stock options		3.1			4.4
Net change in balance due from/to Trane or Trane affiliated entities		—			92.5
Net cash used in financing activities:		(55.3	)		77.6
Effect of exchange rate changes on cash and cash equivalents		(26.0	)		3.8
Net increase/(decrease) in cash and cash equivalents		(2.9	)		110.8
Cash and cash equivalents at beginning of period		309.8			54.3
Cash and cash equivalents at end of period	$	306.9		$	165.1

WABCO HOLDINGS INC.

Consolidated Statements of Income

Reconciliation of Net Income to Performance Net Income and Performance Net Income per Diluted Share

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in millions, except per share data)	2008			2007			2008		2007
Net Income/(Loss)	$	63.7		$	(0.3	)	$	192.0	$	71.1
Adjustments:
Streamlining cost, net of tax		3.5			2.0			9.8		8.4
Tax items		(0.6	)		(0.9	)		1.9		2.0
Separation costs, net of tax and separation related taxes		(5.3	)		44.2			3.4		57.5
Performance Net Income	$	61.3		$	45.0		$	207.1	$	139.0
Performance Net Income per Diluted Common Share	$	0.94		$	0.65		$	3.11	$	2.00
Common Shares Outstanding – Diluted		65.4			69.5			66.5		69.6

Note: The presentation of performance net income and performance net income per diluted common share is not in conformity with generally accepted accounting principles (GAAP). These measures may not be comparable to similar measures of other companies as not all companies calculate these measures in the same manner.

WABCO HOLDINGS INC.

Reconciliation of Net Cash Provided

By Operating Activities to Free Cash Flow

(Unaudited)

	Three Months Ended September 30,
(Amounts in millions)	2008			2007
Net Cash Provided by Operating Activities	$	103.9		$	46.4
Deductions or Additions to Reconcile to Free Cash Flow:
Purchases of property, plant, equipment and computer software		(25.5	)		(17.0	)
Free Cash Flow	$	78.4		$	29.4

Note: This statement reconciles net cash provided by operating activities to free cash flow. Management uses free cash flow, which is not defined by US GAAP, to measure the Company’s operating performance. Free cash flow is also one of the several measures used to determine incentive compensation for certain employees.

WABCO HOLDINGS INC.

Q3 2008 Data Supplement Sheet

(Unaudited)

	Quarter Ended September 30,
(Amounts in millions)	2008			% of Sales/ Adj Sales		2007			% of Sales/ Adj Sales		% Chg vs. 2007
Sales
Reported	$	655.0				$	595.5				10.0	%
Foreign exchange translation effects		(48.7	)				—
Adjusted Sales	$	606.3				$	595.5				1.8	%
Gross Profit
Reported	$	174.8		26.7	%	$	157.9		26.5	%	10.7	%
Streamlining costs		1.5					—
Separation costs		0.3					0.3
Performance Gross Profit	$	176.6		27.0	%	$	158.2		26.6	%	11.6	%
Foreign exchange translational effects		(15.0	)				—
Adjusted Gross Profit	$	161.6		26.7	%	$	158.2		26.6	%	2.1	%
Selling, Administrative, Product Engineering Expenses and Other
Reported	$	112.6		17.2	%	$	103.3		17.3	%	9.0	%
Streamlining costs		(2.7	)				(2.7	)
Separation costs		(4.4	)				(6.8	)
Performance Selling, Administrative, Product Engineering Expenses and Other	$	105.5		16.1	%	$	93.8		15.8	%	12.5	%
Foreign exchange translational effects		(9.0	)				—
Adjusted Selling, Administrative, Product Engineering Expenses and Other	$	96.5		15.9	%	$	93.8		15.8	%	2.9	%
Operating Income
Reported	$	62.2		9.5	%	$	54.6		9.2	%	13.9	%
Streamlining costs		4.2					2.7
Separation costs		4.7					7.1
Performance Operating Income	$	71.1		10.9	%		64.4		10.8	%	10.4	%
Foreign exchange translational effects		(6.0	)				—
Adjusted Operating Income	$	65.1		10.7	%	$	64.4		10.8	%	1.1	%
Equity in Income/(Loss) of Unconsolidated Joint Ventures
Reported		5.0				$	(1.8	)
Foreign exchange translational effects		(0.2	)				—
Adjusted Equity in Income/(Loss) of Unconsolidated Joint Ventures	$	4.8				$	(1.8	)
Income Before Income Taxes	$	67.7				$	49.7
Adjust for interest (income)/expense		(1.8	)				2.1
EBIT (Earnings Before Interest and Taxes)	$	65.9		10.1	%	$	51.8		8.7	%	27.2	%
Streamlining costs		4.2					2.7
Separation costs		4.7					7.1
Performance EBIT (Earnings Before Interest and Taxes)	$	74.8		11.4	%	$	61.6		10.3	%	21.4	%
Foreign exchange translational effects		(6.2	)				—
Adjusted EBIT (Earnings Before Interest and Taxes)	$	68.6		11.3	%	$	61.6		10.3	%	11.4	%

Note: The presentation of the performance measures above are not in conformity with generally accepted accounting principles (GAAP). These measures may not be comparable to similar measures of other companies as not all companies calculate these measures in the same manner.

WABCO HOLDINGS INC.

Q3 2008 YTD Data Supplement Sheet

(Unaudited)

	Nine Months Ended September 30,
(Amounts in millions)	2008			% of Sales/ Adj Sales		2007			% of Sales/ Adj Sales		% Chg vs. 2007
Sales
Reported	$	2,133.3				$	1,736.6				22.8	%
Foreign exchange translation effects		(224.6	)				—
Adjusted Sales	$	1,908.7				$	1,736.6				9.9	%
Gross Profit
Reported	$	583.1		27.3	%	$	462.5		26.6	%	26.1	%
Streamlining costs		2.0					2.5
Separation costs		0.9					0.4
Performance Gross Profit	$	586.0		27.5	%	$	465.4		26.8	%	25.9	%
Foreign exchange translational effects		(67.0	)				—
Adjusted Gross Profit	$	519.0		27.2	%	$	465.4		26.8	%	11.5	%
Selling, Administrative, Product Engineering Expenses and Other
Reported	$	352.9		16.5	%	$	295.5		17.0	%	19.4	%
Streamlining costs		(9.1	)				(8.8	)
Separation costs		(13.3	)				(14.9	)
Performance Selling, Administrative, Product Engineering Expenses and Other	$	330.5		15.5	%	$	271.8		15.7	%	21.6	%
Foreign exchange translational effects		(38.1	)				—
Adjusted Selling, Administrative, Product Engineering Expenses and Other	$	292.4		15.3	%	$	271.8		15.7	%	7.6	%
Operating Income
Reported	$	230.2		10.8	%	$	167.0		9.6	%	37.8	%
Streamlining costs		11.1					11.3
Separation costs		14.2					15.3
Performance Operating Income	$	255.5		12.0	%		193.6		11.1	%	32.0	%
Foreign exchange translational effects		(28.9	)				—
Adjusted Operating Income	$	226.6		11.9	%	$	193.6		11.1	%	17.0	%
Equity in Income of Unconsolidated Joint Ventures
Reported		8.1				$	7.0
Foreign exchange translational effects		(0.4	)				—
Adjusted Equity in Income of Unconsolidated Joint Ventures	$	7.7				$	7.0				10.0	%
Income Before Income Taxes	$	235.4				$	161.3
Adjust for interest (income)/expense		(2.8	)				5.0
EBIT (Earnings Before Interest and Taxes)	$	232.6		10.9	%	$	166.3		9.6	%	39.9	%
Streamlining costs		11.1					11.3
Separation costs		14.2					15.3
Performance EBIT (Earnings Before Interest and Taxes)	$	257.9		12.1	%	$	192.9		11.1	%	33.7	%
Foreign exchange translational effects		(28.4	)				—
Adjusted EBIT (Earnings Before Interest and Taxes)	$	229.5		12.0	%	$	192.9		11.1	%	19.0	%

Note: The presentation of the performance measures above are not in conformity with generally accepted accounting principles (GAAP). These measures may not be comparable to similar measures of other companies as not all companies calculate these measures in the same manner

WABCO HOLDINGS INC.

Reconciliation of Projected US GAAP EBIT and Net Income to Performance EBIT, Net Income and EPS

For Full Year 2008 Projections

(Unaudited)

	(1 EURO = 1.54 USD)		(1 EURO = 1.54 USD)		(1 EURO = 1.47 USD)
(Amounts in millions, except per share data)	Previous Outlook 2008		Revised 2008		Revised 2008
EBIT (Earnings Before Interest and Taxes)
Projected US GAAP EBIT	$	316.6 - $327.6	$	281.0 - $289.0	$	277.5 - $285.5
Streamlining costs		13.1		23.4		23.1
Separation costs		14.3		16.6		16.4
Performance EBIT (Earnings Before Interest and Taxes)	$	344.0 - $355.0	$	321.0 - $329.0	$	317.0 - $325.0
Net Income
Projected US GAAP Net Income	$	246.8 - $256.1	$	229.1 - $235.7	$	226.2 - $232.8
Streamlining costs, net of tax		10.5		20.6		20.3
Tax items		5.0		2.9		2.9
Separation costs, net of tax and separation related taxes		12.4		5.2		5.1
Performance Net Income	$	274.7 - $284.0	$	257.8 - $264.4	$	254.5 - $261.1
Performance Net Income per Diluted Common Share	$	4.12 - $4.26	$	3.90 - $4.00	$	3.85 - $3.95
Projected diluted common shares outstanding		66.6		66.1		66.1

Note: The presentation of the performance measures above are not in conformity with generally accepted accounting principles (GAAP). These measures may not be comparable to similar measures of other companies as not all companies calculate these measures