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): February 11, 2011 (February 11, 2011)

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.)
Chaussee 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 February 11, 2011, the Company issued a press release reporting its results for the quarter ended December 31, 2010 and provided certain forward-looking performance estimates for the year ending December 31, 2011. The press release, which is attached as Exhibit 99.1, and the information included in Item 7.01 of this Form 8-K are 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 are “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 earnings release.

Item 7.01 Regulation FD Disclosure.

On February 11, 2011, the Company issued a press release announcing its results for the quarter ended December 31, 2010 and provided certain forward-looking performance estimates for the year ending December 31, 2011. 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.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are 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 February 11, 2011

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

Comments in this report, and in the exhibit attached hereto 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 “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information Concerning Forward Looking Statements” sections 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: February 11, 2011	WABCO HOLDINGS INC.
	By:	/s/ Vincent Pickering
		Name:	Vincent Pickering
		Title:	Chief Legal Officer and Secretary

- 3 -

Exhibit Index

Exhibit No.	Description of Document
99.1	Press Release dated February 11, 2011

- 4 -

EX-99.1

Exhibit 99.1

WABCO Reports Q4 and Full Year 2010 Results, Another Strong Quarter in

Sales and Profit; Full Year Sales Up 47% and Incremental Operating Margin at

27%; Provides Guidance for 2011

• Q4 2010 sales of $627 million, up 41 percent in local currencies and up 37 percent on a U.S. GAAP basis from a year ago; full year 2010 sales of $2,176 million, up 47 percent in local currencies and up 46 percent on a U.S. GAAP basis from a year ago

• Q4 2010 operating margin of 12.3 percent on a performance basis, up from 6.2 percent a year ago; operating margin of 11.1 percent on a U.S. GAAP basis, up from 5.6 percent a year ago

• Full year 2010 operating margin of 10.6 percent on a performance basis, up from 2.9 percent a year ago; operating margin of 10.0 percent on a U.S. GAAP basis, up from negative 1.0 percent a year ago

• Q4 2010 diluted EPS of $1.01 on a performance basis, up from $0.36 a year ago; diluted EPS of $0.96 on a U.S. GAAP basis, up from $0.59 a year ago

• Full year 2010 diluted EPS of $2.86 on a performance basis, up from $0.40 a year ago; diluted EPS of negative $3.50 on a U.S. GAAP basis, compared with $0.29 a year ago

• In Q4 2010, WABCO generated $74.3 million in net cash from operating activities; in the same period, generated $49.4 million of free cash flow, excluding payments for streamlining activities

• Provides guidance for full year 2011 sales growth from 18 to 23 percent in local currencies, full year 2011 diluted EPS on a performance basis from $3.75 to $4.15 and full year 2011 diluted EPS on a U.S. GAAP basis from $3.87 to $4.27

BRUSSELS, Belgium, February 11, 2011 – WABCO Holdings Inc. (NYSE: WBC), a global technology leader and tier-one supplier to the commercial vehicle industry, today reported Q4 2010 sales of $627 million, up 41 percent in local currencies and up 37 percent on a U.S. GAAP basis from a year ago, bringing full year 2010 sales to $2.18 billion, up 47 percent in local currencies and up 46 percent on a U.S. GAAP basis from a year ago, reflecting an industry that continues to rebound globally.

“Q4 2010 was another period of outstanding results as we significantly grew sales by 41 percent in local currencies while at the same time delivering an incremental operating profit margin at the remarkable level of 28 percent,” said Jacques Esculier, WABCO Chairman and Chief Executive Officer. “Indeed, our fourth quarter results are fully consistent with WABCO’s strong performance that we built up during the previous three quarters in 2010, demonstrating throughout the year our ability for continuity in growing revenues, gaining productivity and delivering superior incremental profitability.”

“During full year 2010, we increased sales worldwide by 47 percent in local currencies, strongly outperforming all markets across the globe and delivering a record level of incremental operating profit margin at 27 percent,” said Esculier. “Also in 2010, we generated a record level of aftermarket revenues, marking a solid performance based on increased utilization of fleets, market growth and our continuous execution of WABCO’s aftermarket growth strategies initiated several years ago.”

“As the commercial vehicle industry maintained its recovery throughout 2010 and each region experienced double digit growth, WABCO posted remarkably high sales growth. Indeed, our truck and bus sales increased by 60 percent in Europe, 66 percent in South America, 69 percent in China and 77 percent in India,” said Esculier. “Ongoing strong market growth in emerging economies during 2010 has fully benefited WABCO as we continue with passion to drive major initiatives launched six years ago to globalize the company’s capabilities and customer reach, leveraging new technologies and systems, resulting in higher value of WABCO content per vehicle.”

WABCO reported Q4 2010 performance operating income of $76.9 million, up from $28.5 million a year ago, while operating income was $69.5 million on a U.S. GAAP basis, up from $25.7 million a year ago. This strong increase in performance operating income in Q4 2010 represents an incremental operating margin of 28 percent, excluding the impact from foreign exchange translations.

WABCO reported full year 2010 performance operating income of $230.5 million, up from $42.8 million a year ago, while operating income was $217.6 million on a U.S. GAAP basis, up from a $14.9 million loss a year ago. This major increase in performance operating income for full year 2010 represents an incremental operating margin of 27 percent, excluding the impact from foreign exchange translations.

WABCO reported Q4 2010 performance operating margin of 12.3 percent, up from 6.2 percent a year ago, while operating margin was 11.1 percent on a U.S. GAAP basis, up from 5.6 percent a year ago.

WABCO reported full year 2010 performance operating margin of 10.6 percent, up from 2.9 percent a year ago, while operating margin was 10.0 percent on a U.S. GAAP basis, up from a negative 1.0 percent a year ago.

WABCO reported Q4 2010 performance net income of $68.0 million or $1.01 per diluted share versus a performance net income of $23.2 million or $0.36 per diluted share a year ago, and Q4 2010 U.S. GAAP net income of $64.6 million or $0.96 per diluted share versus net income of $38.7 million or $0.59 per diluted share a year ago.

WABCO’s Q4 2010 earnings per diluted share on a performance basis includes the full year impact from adjusting the 2010 tax rate down to 15.6 percent, which we expect to maintain for the foreseeable future. This full year tax rate is down from a previously estimated tax rate of 18.0 percent, resulting in an additional $0.08 per diluted share in Q4 2010.

WABCO reported full year 2010 performance net income of $190.2 million or $2.86 per diluted share versus a performance net income of $25.7 million or $0.40 per diluted share a year ago, and a full year 2010 U.S. GAAP net loss of $226.1 million or $3.50 per diluted share versus net income of $18.8 million or $0.29 per diluted share a year ago. The 2010 U.S. GAAP net loss was impacted by the previously announced European Commission fine indemnification of EUR 326 million ($400.4 million at the date of assessment).

WABCO generated $74.3 million in net cash from operating activities in Q4 2010, resulting in free cash flow of $49.4 million, excluding payments for streamlining activities.

WABCO’s reported net cash from operating activities during full year 2010 was a usage of $190.0 million, which was negatively impacted by the payment of the European Commission fine indemnification. Excluding payments for the European Commission fine indemnification and streamlining activities as well as the benefit from the implementation of the company’s accounts receivable securitization program, WABCO generated free cash flow of $142.1 million.

“Q4 2010 results confirm WABCO’s ability to transform market recovery into efficient, profitable growth,” said Esculier. “This quarter, WABCO achieved an incremental gross profit margin of 38 percent, despite severe constraints in our supply base, and we generated an incremental operating profit margin of 28 percent, resulting in an operating margin above 12 percent.”

“Throughout 2010, we leveraged our significantly reduced cost structure that we had achieved in the previous year,” said Esculier. “As a result, for full year 2010, WABCO delivered an incremental gross profit margin of 38 percent and we generated an incremental operating profit margin of 27 percent, resulting in an operating margin above 10 percent.”

“WABCO’s Operating System, one of our industry’s most advanced management environments, generated $13.7 million of materials and conversion productivity in Q4 2010, with gross materials productivity representing 5.3 percent of total materials cost while, as anticipated, the effects of significantly higher prices for materials due to commodity inflation reduced net materials productivity to 3.0 percent,” said Esculier. “In Q4 2010, we generated 6.0 percent of conversion productivity, our highest ever quarterly level and a superlative achievement, especially in a period of high growth.”

“Throughout 2010, WABCO’s Operating System remained remarkably flexible to adapt to fast changing markets, delivering $54.3 million of materials and conversion productivity in 2010, with gross materials productivity representing 5.6 percent of total materials cost but, as expected, the impact of commodity inflation reduced net materials productivity to 3.9 percent,” said Esculier. “In 2010, we generated 5.8 percent of conversion productivity, an annual record and a mark of excellence in a year when WABCO rapidly and robustly ramped up production.”

Recent Highlights

Recently, Ford Motor Company Brazil honored WABCO with its 2010 Environmental Conservation Award. It recognizes WABCO’s contribution as a supplier for series production of Ford’s medium and heavy duty trucks, particularly for WABCO’s advanced environmental conservation in production processes, including continuous research, development and robust actions that extend beyond Ford South America and benefit society. Ford is one of the major manufacturers of commercial vehicles in Brazil.

Mercedes-Benz Brazil recently honored WABCO in Brazil with its 2010 Interação (Interaction) Award as a special prize. It acknowledges best supplier performance for series production of Mercedes-Benz trucks and buses, including WABCO’s capabilities for high flexibility while delivering superb quality in products and services. Mercedes-Benz Brazil is a leading manufacturer of commercial vehicles and subsidiary of the Daimler Group, the world’s biggest manufacturer of commercial vehicles with a global reach.

In January 2011, Meritor WABCO, the company’s joint venture in North America, announced that OnGuard™ Collision Safety System and SmartTrac™ Stability Control System have been integrated into North America’s leading transportation fleets, including Walmart and U.S. Xpress.

In December 2010, WABCO announced that it has been honored with multiple top supplier awards for the third year in a row by China National Heavy Truck Corporation (CNHTC), the largest manufacturer of heavy duty trucks in China. CNHTC Truck Company honored WABCO with its Excellent Supplier Award as well as Quality Improvement Award for 2010.

WABCO announced in December 2010 that WABCO India has won the 2010 India Manufacturing Excellence Award (IMEA) with Super Platinum distinction. It marks the third year that WABCO’s site in Chennai has been awarded IMEA platinum certification, resulting also in an IMEA Consistency Award to recognize the site’s honors in 2007, 2009 and 2010. IMEA is India’s largest on-site assessment of manufacturing practices benchmarked against global standards.

In December 2010, WABCO announced that it has started to supply vacuum pumps for series production for two main diesel engine programs within the Volkswagen Group: the 1.6 liter diesel engine from Volkswagen and the new 3.0 liter V6 diesel engine developed by AUDI. WABCO vacuum pump technology offers compact design and lowest possible power consumption, resulting in improved fuel efficiency and reduced CO₂ emissions.

In November 2010, Meritor WABCO announced an agreement to supply Daimler Trucks North America with advanced air and water management valves for commercial vehicles using selective catalytic reduction (SCR) after treatment to meet today’s emission standards. Meritor WABCO is supplying valves on Freightliner and Western Star models with diesel engines using SCR.

Also in November 2010, Meritor WABCO received the 2010 Platinum Supplier Award from Wabash National Corporation, one of the leading manufacturers of semi trailers in North America, for the third year in a row. The award recognizes top quality and innovative supply chain performance. Meritor WABCO supplies trailer anti-lock braking systems, roll stability systems and InfoLink data gateway systems to Wabash National Corporation.

WABCO announced in November 2010 that the American Public Transportation Association (APTA), a leading industry organization to improve public transportation, has recognized WABCO for its participation in APTA’s Standards Development Program. In particular, APTA recognizes WABCO’s contribution in setting technical standards for air supply systems and air compressors to equip public bus fleets in the United States and Canada.

Full Year 2011 Guidance

Based on current market expectations, WABCO’s guidance for 2011 includes an estimated increase in 2011 sales that ranges from 18 to 23 percent in local currencies, performance operating margin to range from 12.6 to 13.6 percent, and operating margin on a U.S. GAAP basis to range from 12.2 to 13.2 percent, resulting in diluted earnings per share on a performance basis from $3.75 to $4.15, and diluted earnings per share on a U.S. GAAP basis from $3.87 to $4.27.

WABCO reiterates that it expects to convert between 80 and 90 percent of its net income into free cash flow, excluding payments associated with streamlining and separation activities.

“WABCO’s three-pillar strategy – technology leadership, global expansion and excellence in execution – fuels continuity in growth, productivity and profitability as we consistently demonstrate the success of WABCO,” said Esculier.

“In 2011, we see strong market growth and we expect to continue to outperform all global markets while further increasing WABCO content per vehicle, particularly in emerging economies,” said Esculier. “We also expect to continue to deliver strong incremental operating margin, reflecting our constant ability to generate productivity throughout the organization while fully benefiting from our expanding footprint in best cost countries.”

Conference Call

WABCO Chairman and Chief Executive Officer Jacques Esculier and Chief Financial Officer Ulrich Michel will discuss WABCO’s results and outlook on a conference call at 9 a.m. Eastern Time today. It will be webcast at www.wabco-auto.com where the press release and financial information will be available under “WABCO Q4 and Full Year 2010 Results.”

The call is also accessible by telephone in listen only mode. Dial-in number is +1 408 940 3818 and U.S. toll-free dial-in number is 877 844 0834.

A replay of the call will be available from 12:00 Noon Eastern Time on February 11 until midnight March 11, 2011. Replay dial-in number is +1 706 645 9291 and U.S. toll-free dial-in number is 800 642 1687. Pass code is 35196548.

About WABCO

WABCO (NYSE: WBC) is a leading supplier of safety and control systems for commercial vehicles. For over 140 years, WABCO has pioneered breakthrough electronic, mechanical and mechatronic technologies for braking, stability and transmission automation systems supplied to the world’s leading commercial truck, trailer and bus manufacturers. With sales of $2.2 billion in 2010, WABCO is headquartered in Brussels, Belgium. For more information, visit www.wabco-auto.com

Forward-Looking Statements

This document contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 that are based on management’s good faith expectations and beliefs concerning future developments. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “strategies,” “prospects,” “intends,” “projects,” “estimates,” “plans,” “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. Actual results may differ materially from these expectations as a result of many factors. These factors include, but are not limited to, the actual level of commercial vehicle production in our end markets, adverse developments in the business of our key customers, pricing changes to our supplies or products, and the other risks and uncertainties described in the “Risk Factors” section and the “Information Concerning 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 the understanding of Q4 and full year 2010 results, several tables follow this news release. Sales excluding the effects of foreign exchange, incremental gross and operating margin 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 items, the European Commission fine indemnification, the one-time impact from the Indian joint venture transactions, the one-time impact from an adjustment to the UK pension plan, and discrete and other one-time tax items, as applicable. Free cash flow presents our net cash provided by operating activities less net cash used for purchases of property, plant, equipment, and computer software. 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

• Consolidated Statements of Income

• Condensed Consolidated Balance Sheet

• Consolidated Statement of Cash Flows

• Q4 2010 Data Supplement Sheet

• Twelve Months Ended December 31 2010 Data Supplement Sheet

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

• Reconciliation of GAAP to Non-GAAP Financial Measures for Full Year 2011 Guidance

Media, investors and analysts contact

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

WABCO HOLDINGS INC.

Consolidated Statements of Income

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2010			2009			2010			2009
(Amounts in millions, except share data)	(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
Sales	$	627.2		$	459.6		$	2,175.7		$	1,491.5
Cost of sales		448.4			343.5			1,556.6			1,126.7
Streamlining expenses		1.3			0.8			4.0			37.0
Gross profit		177.5			115.3			615.1			327.8
Cost and expenses:
Selling and administrative expenses		82.5			72.4			307.4			251.9
Product engineering expenses		25.4			17.2			85.9			75.2
Streamlining expenses/(income)		—			0.5			(0.8	)		19.8
Other operating expenses/(income), net		0.1			(0.5	)		5.0			(4.2	)
Operating income/(loss)		69.5			25.7			217.6			(14.9	)
European Commission fine indemnification		—			—			(400.4	)		—
Equity income of unconsolidated joint ventures, net		3.0			1.0			9.9			3.1
Other non-operating income/(expense), net		2.6			0.5			(2.2	)		(5.3	)
Indemnification and other settlements		—			—			—			41.3
Fair value adjustment/(charge) of the noncontrolling interest prior to taking control		—			—			—			(11.5	)
Interest (expense)/income, net		(1.0	)		(0.3	)		(2.2	)		0.5
Income/(loss) before income taxes		74.1			26.9			(177.3	)		13.2
Income taxes		6.7			(14.4	)		36.9			(10.7	)
Net income/(loss) including noncontrolling interest		67.4			41.3			(214.2	)		23.9
Less: Net income attributable to noncontrolling interest		2.8			2.6			11.9			5.1
Net income/(loss)	$	64.6		$	38.7		$	(226.1	)	$	18.8
Net income/(loss) per common share
Basic	$	0.99		$	0.60		$	(3.50	)	$	0.29
Diluted	$	0.96		$	0.59		$	(3.50	)	$	0.29
Common shares outstanding
Basic		65,193,420			64,070,855			64,562,222			64,024,237
Diluted		67,585,997			65,364,248			64,562,222			65,030,557

WABCO HOLDINGS INC.

Condensed Consolidated Balance Sheet

	December 31, 2010		December 31, 2009
(Amounts in millions)	(Unaudited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	67.1	$	350.2
Accounts receivable, less allowance for doubtful accounts: $7.7 in 2010; $9.3 in 2009		265.9		264.2
Inventories		192.6		155.3
Taxes receivable on income		7.6		—
Future income tax benefits		7.3		4.6
Restricted cash		51.8		—
Other current assets		65.4		41.4
Total current assets		657.7		815.7
Facilities, less accumulated depreciation		350.3		368.2
Goodwill		378.4		399.4
Capitalized software costs, less accumulated amortization: $161.4 in 2010; $154.5 in 2009		21.6		22.0
Long-term future income tax benefits		57.9		56.2
Investments in unconsolidated joint ventures		13.3		11.1
Patents and intangibles		18.5		21.7
Other assets		27.2		21.3
Total Assets	$	1,524.9	$	1,715.6
LIABILITIES AND EQUITY
Current liabilities:
Loans payable to banks	$	16.7	$	1.7
Accounts payable		158.4		111.2
Accrued payroll		103.0		68.8
Current portion of warranties		41.7		43.1
Taxes payable		—		21.8
Indemnification and other separation related liabilities		33.1		11.6
Streamlining liabilities		11.7		31.7
Income tax liabilities		29.0		10.4
Other accrued liabilities		106.9		54.9
Total current liabilities		500.5		355.2
Long-term debt		96.8		154.4
Post-retirement benefits		344.1		355.6
Deferred tax liabilities		26.7		25.8
Long-term indemnification liabilities		4.2		27.9
Long-term income tax liabilities		53.0		69.8
Other liabilities		39.6		48.0
Total Liabilities		1,064.9		1,036.7
Total Equity		460.0		678.9
Total Liabilities & Equity	$	1,524.9	$	1,715.6

WABCO HOLDINGS INC.

Consolidated Statement of Cash Flows

(Unaudited)

	Three Months Ended December 31,
(Amounts in millions)
	2010			2009
Operating activities:
Net income including noncontrolling interest	$	67.4		$	41.3
Adjustments to reconcile net income to net cash (used in) / provided by operating activities:
Depreciation		15.6			20.6
Amortization of capitalized software and other intangibles		4.2			5.2
Fair value adjustment of the noncontrolling interest prior to taking control		—			0.0
Equity in earnings of unconsolidated joint ventures, net of dividends received		0.7			(0.4	)
Non-cash stock compensation		2.8			4.1
Deferred income taxes		(3.4	)		(19.9	)
Loss on sale or disposal of property, plant & equipment		6.2			1.2
Changes in assets and liabilities:
Accounts receivable		19.0			(4.9	)
Inventories		2.8			10.5
Accounts payable		0.1			(4.2	)
Other accrued liabilities and taxes		18.8			(33.2	)
Post-retirement benefits		11.6			(1.3	)
Other current and long-term assets		(30.8	)		(8.6	)
Other long-term liabilities		(40.7	)		8.5
Net cash provided by operating activities		74.3			18.9
Investing activities:
Purchases of property, plant and equipment		(28.6	)		(25.6	)
Investments in capitalized software		(3.1	)		(0.9	)
Net cash used in investing activities		(31.7	)		(26.5	)
Financing activities:
Net repayments of long-term debt		(0.1	)		(1.0	)
Net repayments of revolving credit facilities		(118.8	)		(7.2	)
Net repayments of short-term debt		(3.0	)		(13.8	)
Dividends to non-controlling interest holders		(2.2	)		(2.1	)
Proceeds from exercise of stock options		37.1			0.2
Net cash used in financing activities:		(87.0	)		(23.9	)
Effect of exchange rate changes on cash and cash equivalents		0.1			(4.8	)
Net decrease in cash and cash equivalents		(44.3	)		(36.3	)
Cash and cash equivalents at beginning of period		111.4			386.5
Cash and cash equivalents at end of period	$	67.1		$	350.2

WABCO HOLDINGS INC.

Q4 2010 Data Supplement Sheet (Unaudited)

	Quarter Ended December 31,
(Amounts in millions, except per share data)	2010			% of Sales/ Adj Sales			2009			% of Sales/ Adj Sales			Chg vs. 2009			% Chg vs. 2009
Sales
Reported	$	627.2					$	459.6					$	167.6			36.5	%
Foreign exchange translational effects		22.9						—						22.9
Adjusted Sales	$	650.1					$	459.6					$	190.5			41.4	%
Gross Profit
Reported	$	177.5			28.3	%	$	115.3			25.1	%	$	62.2			53.9	%
Streamlining costs		1.3						0.8						0.5
Separation costs		0.3						0.3						—
Performance Gross Profit	$	179.1			28.6	%	$	116.4			25.3	%	$	62.7			53.9	%
Foreign exchange translational effects		9.4						—						9.4
Adjusted Gross Profit	$	188.5			29.0	%	$	116.4			25.3	%	$	72.1			61.9	%
Selling, Administrative, Product Engineering Expenses and Other
Reported	$	108.0			17.2	%	$	89.6			19.5	%	$	18.4			20.5	%
Streamlining costs		—						(0.5	)					0.5
Separation costs		(0.5	)					(1.2	)					0.7
UK pension adjustment		(5.3	)					—						(5.3	)
Performance Selling, Administrative, Product Engineering Expenses and Other	$	102.2			16.3	%	$	87.9			19.1	%	$	14.3			16.3	%
Foreign exchange translational effects		5.5						—						5.5
Adjusted Selling, Administrative, Product Engineering Expenses and Other	$	107.7			16.6	%	$	87.9			19.1	%	$	19.8			22.5	%
Operating Income
Reported	$	69.5			11.1	%	$	25.7			5.6	%	$	43.8			170.4	%
Streamlining costs		1.3						1.3						—
Separation costs		0.8						1.5						(0.7	)
UK pension adjustment		5.3						—						5.3
Performance Operating Income	$	76.9			12.3	%		28.5			6.2	%		48.4			169.8	%
Foreign exchange translational effects		3.9						—						3.9
Adjusted Operating Income	$	80.8			12.4	%	$	28.5			6.2	%	$	52.3			183.5	%
EBIT (Earnings Before Interest and Taxes)
Reported Operating Income/(Loss)	$	69.5					$	25.7					$	43.8
Equity in Income of Unconsolidated Joint Venture		3.0						1.0						2.0
Other non-operating expenses, net		2.6						0.5						2.1
Indemnification and Other settlements		—						—						—
Impact from India JV transaction		—						—						—
Net income attributable to noncontrolling interest		(2.8	)					(2.6	)					(0.2	)
EBIT	$	72.3			11.5	%	$	24.6			5.4	%	$	47.7			193.9	%
Streamlining costs		1.3						1.3						—
Separation costs		(1.6	)					0.6						(2.2	)
Impact from India JV transaction		—						—						—
UK pension adjustment		5.3						—						5.3
Performance EBIT (Earnings Before Interest and Taxes)	$	77.3			12.3	%	$	26.5			5.8	%	$	50.8			191.7	%
Foreign exchange translational effects		4.3						—						4.3
Adjusted EBIT (Earnings Before Interest and Taxes)	$	81.6			12.6	%	$	26.5			5.8	%	$	55.1			207.9	%
Pre-Tax Income
EBIT	$	72.3					$	24.6					$	47.7
Interest (expense)/income, net		(1.0	)					(0.3	)					(0.7	)
Pre-Tax Income	$	71.3					$	24.3					$	47.0
Streamlining costs		1.3						1.3						—
Separation costs		(1.6	)					0.6						(2.2	)
UK pension adjustment		5.3						—						5.3
Performance Pre-Tax Income	$	76.3					$	26.2					$	50.1
Net Income
Reported Net Income	$	64.6					$	38.7					$	25.9
Streamlining cost, net of tax		1.1						(2.3	)					3.4
Tax items		0.4						(13.9	)					14.3
Separation costs, net of tax and separation related taxes		(1.9	)					0.7						(2.6	)
UK pension adjustment, net of tax		3.8						—						3.8
Performance Net Income	$	68.0					$	23.2					$	44.8
Performance Net Income per Diluted Common Share	$	1.01					$	0.36
Common Shares Outstanding - Diluted		67.6						65.4
	Gross Profit						Operating Income
Incremental Gross Profit and Operating Income Margin
Increase in adjusted sales from ‘09		190.5						190.5
Increase in adjusted income from ‘09		72.1						52.3
Incremental Income as a % of Sales		38	%					28	%

*** Percentage Not Meaningful

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.

Twelve Months Ended December 31 2010 Data Supplement Sheet

(Unaudited)

	Twelve Months Ended December 31,
(Amounts in millions, except per share data)	2010			% of Sales/ Adj Sales			2009			% of Sales/ Adj Sales			Chg vs. 2009			% Chg vs. 2009
Sales
Reported	$	2,175.7					$	1,491.5					$	684.2			45.9	%
Foreign exchange translational effects		20.4						—						20.4
Adjusted Sales	$	2,196.1					$	1,491.5					$	704.6			47.2	%
Gross Profit
Reported	$	615.1			28.3	%	$	327.8			22.0	%	$	287.3			87.6	%
Streamlining costs		4.0						37.0						(33.0	)
Separation costs		1.0						1.0						—
Performance Gross Profit	$	620.1			28.5	%	$	365.8			24.5	%	$	254.3			69.5	%
Foreign exchange translational effects		11.8						—						11.8
Adjusted Gross Profit	$	631.9			28.8	%	$	365.8			24.5	%	$	266.1			72.7	%
Selling, Administrative, Product Engineering Expenses and Other
Reported	$	397.5			18.3	%	$	342.7			23.0	%	$	54.8			16.0	%
Streamlining costs		0.8						(19.7	)					20.5
Separation costs		(3.4	)					—						(3.4	)
UK pension adjustment		(5.3	)					—						(5.3	)
Performance Selling, Administrative, Product Engineering Expenses and Other	$	389.6			17.9	%	$	323.0			21.7	%	$	66.6			20.6	%
Foreign exchange translational effects		9.9						—						9.9
Adjusted Selling, Administrative, Product Engineering Expenses and Other	$	399.5			18.2	%	$	323.0			21.7	%	$	76.5			23.7	%
Operating Income/(Loss)
Reported	$	217.6			10.0	%	$	(14.9	)		-1.0	%	$	232.5
Streamlining costs		3.2						56.7						(53.5	)
Separation costs		4.4						1.0						3.4
UK pension adjustment		5.3						—						5.3
Performance Operating Income	$	230.5			10.6	%		42.8			2.9	%		187.7			+++
Foreign exchange translational effects		1.9						—						1.9
Adjusted Operating Income	$	232.4			10.6	%	$	42.8			2.9	%	$	189.6			+++
EBIT (Earnings Before Interest and Taxes)
Reported Operating Income/(Loss)	$	217.6					$	(14.9	)				$	232.5
Equity in Income of Unconsolidated Joint Venture		9.9						3.1						6.8
Other non-operating expenses, net		(2.2	)					(5.3	)					3.1
EC fine		(400.4	)					—						(400.4	)
Indemnification and Other settlements		—						41.3						(41.3	)
Impact from India JV transaction		—						(11.5	)					11.5
Net income attributable to noncontrolling interest		(11.9	)					(5.1	)					(6.8	)
EBIT	$	(187.0	)		-8.6	%	$	7.6			0.5	%	$	(194.6	)		+++
Streamlining costs		3.2						56.7						(53.5	)
Separation costs		5.7						(36.4	)					42.1
EC fine		400.4						—						400.4
Impact from India JV transaction		—						11.0						(11.0	)
UK pension adjustment		5.3						—						5.3
Performance EBIT (Earnings Before Interest and Taxes)	$	227.6			10.5	%	$	38.9			2.6	%	$	188.7			+++
Foreign exchange translational effects		(0.3	)					—						(0.3	)
Adjusted EBIT (Earnings Before Interest and Taxes)	$	227.3			10.4	%	$	38.9			2.6	%	$	188.4			+++
Pre-Tax (Loss)/Income
EBIT	$	(187.0	)				$	7.6					$	(194.6	)
Interest (expense)/income, net		(2.2	)					0.5						(2.7	)
Pre-Tax (Loss)/Income	$	(189.2	)				$	8.1					$	(197.3	)
Streamlining costs		3.2						56.7						(53.5	)
Separation costs		5.7						(36.4	)					42.1
EC fine		400.4						—						400.4
Impact from India JV transaction		—						11.0						(11.0	)
UK pension adjustment		5.3						—						5.3
Performance Pre-Tax Income	$	225.4					$	39.4					$	186.0
Net Loss/(Income)
Reported Net Loss/(Income)	$	(226.1	)				$	18.8					$	(244.9	)
Streamlining cost, net of tax		2.8						46.4						(43.6	)
Tax items		5.2						(11.5	)					16.7
Separation costs, net of tax and separation related taxes		4.1						(37.8	)					41.9
EC fine		400.4						—						400.4
Impact from India JV transaction, net of tax		—						9.8						(9.8	)
UK pension adjustment, net of tax		3.8						—						3.8
Performance Net Income	$	190.2					$	25.7					$	164.5
Performance Net Income per Diluted Common Share	$	2.86					$	0.40
Common Shares Outstanding - Diluted		66.5						65.0
	Gross Profit						Operating Income
Incremental Gross Profit and Operating Income Margin
Increase in adjusted sales from ‘09		704.6						704.6
Increase in adjusted income from ‘09		266.1						189.6
Incremental Income as a % of Sales		38	%					27	%

*** Percentage Not Meaningful

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 Net Cash Provided

By Operating Activities to Performance Free Cash Flow

(Unaudited)

(Amounts in millions)	Three Months Ended December 31,						Twelve Months Ended December 31,
	2010			2009			2010			2009
Net Cash Provided by / (Used) in Operating Activities	$	74.3		$	18.9		$	(190.0	)	$	146.4
Deductions or Additions to Reconcile to Free Cash Flow:
Net purchases of property, plant, equipment and computer software		(31.7	)		(26.5	)		(73.7	)		(66.4	)
Free Cash Flow	$	42.6		$	(7.6	)	$	(263.7	)	$	80.0
Less: EC fine indemnification payment		—			—			(437.2	)		—
Less: Streamlining payments		(6.8	)		(10.2	)		(28.2	)		(40.1	)
Less: One-time impact from implementation of accounts receivable securitization program		—			—			59.6			—
Free Cash Flow excluding streamlining payments	$	49.4		$	2.6		$	142.1		$	120.1

Note: This statement reconciles net cash provided by operating activities to free cash flow on a performance basis. 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.

Reconciliation of GAAP to Non-GAAP Financial Measures for Full Year 2011 Guidance

(Unaudited)

(Amounts in millions, except per share data)	12 Months Ended December  31, 2011 Estimate
Operating Income
Reported Operating Income Margin		12.2% - 13.2%
Streamlining cost, impact to margin		0.3%
Separation costs, impact to margin		0.1%
Performance Operating Income Margin		12.6% - 13.6%
Net Income
Reported Net Income	$	266.8 - $294.5
Streamlining cost, net of tax		6.3
Tax items		3.0
Separation costs, net of tax and separation related taxes		(17.4	)
Performance Net Income	$	258.7 - $286.4
Reported Net Income per Diluted Common Share	$	3.87 - $4.27
Performance Net Income per Diluted Common Share	$	3.75 - $4.15
Diluted common shares outstanding		69.0

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.