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): September 22, 2017

WABCO HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-33332	20-8481962
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Chaussée de la Hulpe 166, 1170 Brussels, Belgium 2770 Research Drive, Rochester Hills, Michigan		48309-3511
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 32-2-663-98-00

Check the appropriate box below if the Form 8-K filing 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

On September 22, 2017, WABCO Holdings Inc. (the “Company”) posted an investor presentation to its website at www.wabco-auto.com on the “Investor Relations” page. A copy of the investor presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

The Company, a leading global supplier of technologies and services that improve the safety, efficiency and connectivity of commercial vehicles, will hold a conference call at 9:00 a.m. Eastern Time on Friday, September 22, 2017. Jacques Esculier, Chairman and Chief Executive Officer, and Alexander De Bock, Interim Chief Financial Officer, will discuss the Company’s recently disclosed agreement to take full ownership of the Meritor WABCO joint venture in North America, its recent acquisition of R. H. Sheppard Co., Inc. and the anticipated impact of these transactions on the Company’s 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 September 22 until 12:00 Noon Eastern Time on September 29, 2017. Replay dial-in number is +1 404 537 3406 and U.S. toll-free dial-in number is 855 859 2056. Conference ID is 89098484.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is furnished pursuant to Item 7.01 of Form 8-K and shall not be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

The investor presentation 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished as part of this Current Report on Form 8-K to the extent described in Item 7.01.

Exhibit No.	Description of Document
99.1	Investor Presentation dated September 22, 2017

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

Comments in this Current Report on Form 8-K and in the exhibit attached hereto contain 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, our ability to successfully integrate any acquired businesses or our acquired businesses not performing as planned, our ability to mitigate any tax risks, including, but not limited to those risks associated with changes in legislation, tax audits and the loss of the benefits associated with our tax rulings and incentives in certain jurisdictions, 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.

Exhibit Index

Exhibit No.	Description of Document
99.1	Investor Presentation dated September 22, 2017

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: September 22, 2017	WABCO HOLDINGS INC.
	By:	/s/ LISA BROWN
	Name:	Lisa Brown
	Title:	Chief Legal Officer & Secretary

EX-99.1

WABCO’s Recent acquisitions SEPTember 22, 2017 JACQUES ESCULIER Chairman & Chief Executive Officer ALEXANDER DE BOCK Chief Financial Officer - Interim Exhibit 99.1

Forward looking statements and non-gaap financial measures 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-K Report. WABCO does not undertake any obligation to update such forward-looking statements. All market and industry data are based on Company estimates. This presentation contains certain non-GAAP financial measures as that term is defined by the SEC. EBIT and EBITDA are non-GAAP financial measures. Additionally, EBIT, EBITDA, tax rate and net income attributable to company per diluted share (“EPS”) on a “performance basis” are non-GAAP financial measures that exclude items for separation, streamlining, acquisitions, discrete and one-time tax items, and other items that management believes may mask the underlying operating results of the company, as applicable. Reconciliations of the forward looking non-GAAP financial measures presented herein to the most comparable GAAP measures are not available prior to completion of the customary purchase price allocations for the related acquisitions. 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.    All of the non-GAAP financial measures presented herein should be considered in addition to, not as a substitute for, GAAP measures. These measures may not be comparable to similar measures of other companies as not all companies calculate these measures in the same manner.

THE BUSINESS RATIONALE Operating structure prior to this week’s announcements Braking control systems Stability control systems Collision mitigation systems Electronically controlled air suspension Air charging and processing Trailer control systems AMT control systems Air Disc Brakes Aerodynamics Off-highway control systems Manufacturing of compressors Complexity in serving the market through three distinct businesses with strong brands WABCO 70% / Cummins 30% WABCO Compressor Manufacturing (JV)

WITH THE RECENTLY ANNOUNCED ACQUISITIONS Offering Global and North America customers ‘single-point’ access to our fully-integrated portfolio of advanced technology and control systems Braking and stability control AMT control systems Wheel-end solutions (ADB) Air charging and processing Aerodynamics Trailer control systems Off-highway control systems Steering control systems Manufacturing of compressors WABCO 70% / Cummins 30% WABCO Compressor Manufacturing (JV)

Transactions details Acquisition Price Closing date EBITDA multiple (TTM) $145M Sept 18, 2017 Low teens $250M Oct 1, 2017 High singles Put/Call options at $225M to $265M 10 year agreement Options to terminate within first 3.5 years n/a Joint Venture (Meritor share) Aftermarket distribution rights

Acquisitions bring Incremental value – Q4 Revenue Performance EBIT Performance EBITDA Performance EPS +$30M +$3M +$1M +$0.01 +$25M +$6M +$6M +$0.06 +$55M +$9M +$7M +$0.07 *Incremental sales relate to sales the JV would have made to end-customer minus sales WABCO would have made to the JV Reconciliations to the most comparable USGAAP figures are not available prior to completion of customary purchase price allocations for these acquisitions

Effect on tax rate Transaction Profits in high tax rate jurisdiction Cash tax deduction from amortization of goodwill and intangibles Impact to WABCO cash tax rate Despite growth in high tax rate jurisdiction, our cash tax rate remains unchanged 2018 and beyond : Mid to high teens Impact to WABCO reported and performance tax rate Expected increase in 2018 reported & performance tax rate between 100-200 bps 2018 and beyond : Low twenties

summary Strategic acquisitions supporting the path to autonomous driving and market leadership in North America “Returning” $515M cash to shareholders in 2017 through buy back and 2 accretive acquisitions Buy back on hold to rebuild our net cash position Acquisitions immediately accretive with a clear growth path in subsequent years

Thank you