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Westinghouse Air Brake Technologies Annual Report (Amendment), Year Ended Dec 31, 1999

Filing Date
Filed June 28, 2000
Period End
December 31, 1999
Security
WAB
In the record · 2016–202610-K1110-Q338-K132

WAB filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 132 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Mar ’17Mar ’17
  2. Leadership change8-K · Jul ’19Jul ’19
  3. Leadership change8-K · Aug ’21Aug ’21
  4. Material agreement8-K · May ’25May ’25

Summary

Summary of the 10-K/A filed June 28, 2000. Cited figures are marked; the original filing is the authoritative source.

This Form 10-K/A for fiscal year ended December 31, 1999 by Westinghouse Air Brake Technologies Corporation does not contain the company's full annual report.

Instead, it amends the filing solely to set forth Exhibit 99, which consists of the financial statements and supplemental schedules of the Westinghouse Air Brake Company Employee Stock Ownership Plan (the Plan), audited by Arthur Andersen LLP with a report dated June 19, 2000. The Plan's statement of net assets available for benefits shows total net assets of $27,404,961a at December 31, 1999, down from $89,717,036 at December 31, 1998, with a net decrease of $62,312,075 for 1999. The decline is driven primarily by the Plan's investment in company common stock, which is valued at $164,613,198 at year-end 1999 versus $227,219,221 a year earlier.

The Plan recorded net depreciation in fair value of investments of $62,101,218b in 1999. The Plan holds 9,273,983 shares of Wabtec common stock, and the filing notes the stock price fell from $17.75 per share at December 31, 1999 to $10.94 on June 19, 2000. The Plan's loan payable to the employer totals $137,213,562, and the filing states that management is evaluating alternatives to continuing the plan under its current structure due to the stock price depreciation.

For investors, the key takeaway is that this amendment concerns an employee benefit plan rather than the company's operating results. It discloses the ESOP's sizable exposure to the company's stock price and its outstanding employer-funded loan, but it does not report Wabtec's consolidated revenues, earnings, or balance sheet.

Key Highlights

  1. Plan net assets available for benefits fell to $27,404,961 at December 31, 1999 from $89,717,036 at December 31, 1998.
  2. The Plan's investment in Wabtec common stock was valued at $164,613,198 at December 31, 1999, versus $227,219,221 at December 31, 1998.
  3. The Plan recorded net depreciation in fair value of investments of $62,101,218 for 1999.
  4. The Plan held 9,273,983 shares of Wabtec common stock; Wabtec stock closed at $17.75 per share at December 31, 1999 and was $10.94 on June 19, 2000.
  5. The Plan owes $137,213,562 on a term loan from Wabtec, which is to be repaid over 50 years at 8.5% interest.
  6. Management is evaluating alternatives to continuing the Plan under its current structure due to the stock price decline.
  7. The amendment was filed solely to amend Exhibit 99; the filing does not contain Wabtec's consolidated financial results.

Frequently Asked Questions

  1. What does this 10-K/A filing actually contain?

    It amends the company's annual report only to set forth Exhibit 99, which contains the audited financial statements and supplemental Schedule I of the Westinghouse Air Brake Company Employee Stock Ownership Plan for 1999 and 1998.

  2. Why did the Plan's net assets decline so sharply in 1999?

    The filing attributes the decline mainly to a $62,101,218 net depreciation in the fair value of the Plan's Wabtec common stock holdings, combined with $12,189,997 of interest expense on the employer loan, partly offset by $12,086,259 of employer contributions.

  3. How many Wabtec shares does the Plan hold, and what are they worth?

    The Plan holds 9,273,983 shares, with 907,907 allocated to participant accounts and 8,366,076 held in trust as unallocated. Their fair value at December 31, 1999 was $164,613,198, or $17.75 per share.

  4. What is the Plan's debt obligation to the company?

    The Plan has a $140,040,000 term loan agreement with Wabtec from 1995, used to buy 9,336,000 shares at $15 per share. The loan balance payable to the employer was $137,213,562 at December 31, 1999, with scheduled principal payments of $308,138 in 2000 and bearing interest at 8.5%.

  5. What is management doing about the Plan's future?

    The filing states that, due to the depreciation in the stock price during the year, management is currently evaluating alternatives to continuing the Plan under the current structure, and that Wabtec reserves the right to terminate the Plan subject to ERISA.