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): September 23, 2014 (September 23, 2014)
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) |
Registrants 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 7.01 | Regulation FD Disclosure. |
On September 23, 2014, WABCO Holdings Inc. (the Company) issued a press release announcing that the Company reiterates its previously issued guidance relating to its financial performance for fiscal year 2014. The Company notes further softening in global commercial vehicle production and reaffirms the range of full year 2014 guidance with its performance now expected at the lower end of its previously issued guidance. The press release, which is attached as Exhibit 99.1, is 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 7.01.
Exhibit |
Description of Document | |
99.1 | Press Release dated September 23, 2014 |
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Comments in this report, and in the exhibit attached hereto, contain certain forward-looking statements, which are based on managements 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 the Companys Annual Report on Form 10-K, as well as in the Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of OperationsInformation Concerning Forward-Looking Statements sections of the Companys Quarterly Reports on Form 10-Q. WABCO does not undertake any obligation to update such forward-looking statements. All market and industry data are based on Company estimates.
1
SIGNATURE
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: September 23, 2014 |
WABCO HOLDINGS INC. | |||
By: | /S/ VINCENT PICKERING | |||
Name: | Vincent Pickering | |||
Title: | Chief Legal Officer and Secretary |
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Exhibit Index
Exhibit |
Description of Document | |
99.1 | Press Release dated September 23, 2014 |
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Exhibit 99.1
WABCO Notes Further Softening in Global Commercial Vehicle Production;
Reaffirms Range of Full Year 2014 Guidance with Performance Now Expected at Lower End
BRUSSELS, Belgium, September 23, 2014 WABCO Holdings Inc. (NYSE:WBC), a leading global supplier of technologies to improve the safety and efficiency of commercial vehicles, today reiterated its guidance range for full year 2014 as previously disclosed on July 25, 2014.
For the remainder of 2014, we anticipate further softening of global commercial vehicle production, against the background of geopolitical and economic uncertainties, said Jacques Esculier, WABCO Chairman and Chief Executive Officer. Nonetheless, WABCO reiterates its previously communicated full year 2014 guidance, although, if current market conditions prevail, we anticipate that our full year results would tend toward the lower end of our guidance range.
WABCO expects full year 2014 sales growth to range from 6 to 9 percent in local currencies and operating margin to range from 12.9 to 13.3 percent on a performance basis or from 12.2 to 12.6 percent on a U.S. GAAP basis.
WABCOs diluted EPS is expected to range from $5.45 to $5.75 on a performance basis or from $4.77 to $5.07 on a U.S. GAAP basis.
At the same time, WABCO reconfirms that it expects in 2014 to convert between 80 and 90 percent of its net income attributable to the company into free cash flow, excluding payments associated with streamlining, separation and acquisition items.
Despite this further potential degradation of our global market, WABCO remains committed to demonstrate our ongoing ability to deliver healthy sales outperformance, as we continue to increase WABCO content per vehicle and expand market share, said Esculier.
In addition, WABCOs Operating System, our global management environment, continues to enable fast, flexible and robust responses to market changes, generating high levels of productivity, said Esculier.
Our three-pillar strategy of technology leadership, globalization and excellence in execution continues to drive WABCOs differentiation that positions us as preferred supplier in the global commercial vehicle industry, said Esculier. Furthermore, we remain fully confident in our ability to continue to deliver superior value for WABCOs shareowners.
About WABCO
WABCO (NYSE: WBC) is a leading global supplier of technologies and control systems for the safety and efficiency of commercial vehicles. Founded nearly 150 years ago, WABCO continues to pioneer breakthrough electronic, mechanical and mechatronic technologies for braking, stability and transmission automation systems supplied to the worlds leading commercial truck, bus and trailer manufacturers. With sales of $2.7 billion in 2013, 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 managements 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, our ability to successfully integrate any acquired businesses or our acquired businesses not performing as planned and the other risks and uncertainties described in the Risk Factors section and the Information Concerning Forward Looking Statements section of WABCOs Form 10-K, as well as in the Managements Discussion and Analysis of Financial Condition and Results of Operations - Information Concerning Forward Looking Statements section of WABCOs 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 WABCOs 2014 guidance, a table follows this news release. Sales excluding the effects of foreign exchange and EBIT are non-GAAP financial measures. Additionally, operating income, EBIT, net income attributable to the company and net income attributable to the company per diluted share on a performance basis are non-GAAP financial measures that exclude streamlining, separation and acquisition items, 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 companys business. Certain non-GAAP measures may be used, in part, to determine incentive compensation for current employees.
Attachment
| Reconciliation of GAAP to Non-GAAP Financial Measures for Full Year 2014 Guidance |
Media, investors and analysts contact
Christian Fife, +1 732 369 7465, christian.fife@wabco-auto.com
Reconciliation of GAAP to Non-GAAP Financial Measures for Full Year 2014 Guidance
(Unaudited)
(Amounts in millions) | Full Year 2014 Guidance as of July 25, 2014 |
|||
Operating Income |
||||
Reported Operating Income Margin |
12.2% - 12.6% | |||
Streamlining cost, impact to margin |
0.2% | |||
Separation costs, impact to margin |
0.2% | |||
Acquisition related items, impact to margin |
0.3% | |||
|
|
|||
Performance Operating Income Margin |
12.9% - 13.3% | |||
|
|
|||
Net Income Attributable to Company |
||||
Reported Net Income Attributable to Company |
$290.7 - $309.0 | |||
Streamlining cost, net of tax |
10.9 | |||
Tax items |
19.1 | |||
Acquisition related items, net of tax |
7.0 | |||
Separation costs, net of tax and separation related taxes |
4.8 | |||
|
|
|||
Performance Net Income Attributable to Company |
$332.5 - $350.8 | |||
|
|
|||
Reported Net Income Attributable to Company per Diluted Common Share |
$4.77 - $5.07 | |||
Performance Net Income Attributable to Company per Diluted Common Share |
$5.45 - $5.75 | |||
Diluted common shares outstanding |
~61 |
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.
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